Human Capital Disclosures: What the SEC Requires
The SEC's human capital disclosure requirement has been in force since November 9, 2020, under the modernized Regulation S-K, Items 101, 103 and 105. It is principles-based, which means it tells public companies to disclose what matters about their workforce without prescribing what to measure.
That ambiguity is the whole difficulty. Six years on, there is still no prescriptive list, and the more detailed rulemaking that was widely expected has not arrived.
What Employers Need to Know
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A human capital disclosure covers the workforce as an asset: attraction and retention, training and development, staff tenure, compensation and pay equity, alongside narrative on commitments and programs.
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The requirement lives in the SEC Form 10-K and applies to public companies. It sets a de facto standard for what companies are expected to be doing rather than a checklist of metrics.
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Because the standard is principles-based, companies choose what to disclose, and many have voluntarily published quantitative workforce metrics that the SEC never required.
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Investors, boards and standard-setting bodies drive as much of the practice as the regulator does, which is why disclosure norms have moved faster than the rules.
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The risk the session emphasized is over-promising. A disclosure describing commitments an organization cannot evidence is a disclosure problem before it is anything else.
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The practical groundwork has not changed: know your own workforce numbers, and be able to produce them accurately, before deciding what to publish.
Frequently Asked Questions
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What is a human capital disclosure?
A public company's account of its workforce as a business asset. Common elements include attraction and retention, training and development, staff tenure, compensation and pay equity, usually accompanied by narrative on the organization's commitments and the programs behind them.
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What does the SEC actually require?
Disclosure of the human capital measures the company itself considers material to its business, under Regulation S-K Items 101, 103 and 105, in effect since November 9, 2020. The approach is principles-based, so the SEC sets the expectation and the company decides which measures to report.
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Did the SEC ever issue more specific human capital rules?
No. A more prescriptive human capital management disclosure rule was repeatedly expected and repeatedly delayed, and it has since fallen down the SEC's regulatory agenda. The 2020 principles-based requirement remains the operative one.
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What should employers be doing with human capital data now?
The same groundwork the requirement has always implied. Collect workforce data on a consistent basis, verify that it is accurate before anyone external sees it, understand what it shows internally, and only then decide what to publish. Analytical approaches differ, but organizations that can produce reliable numbers have options, and organizations that cannot do not.
What Has Changed Since This Session Aired
This session was recorded in June 2023 and expected specific SEC rulemaking within months. That rulemaking has not been adopted, and the proposal has moved down the SEC's agenda rather than up it. The 2020 principles-based requirement is unchanged and still applies.
The wider reporting environment has also moved. Public workforce and diversity reporting expanded rapidly through 2021 and 2022, and the direction of travel since 2025 has been the reverse. Anything on this page describing voluntary DEI reporting as a growing trend should be read as a description of 2023 rather than of now.
About This Session
Join us for a contemporary discussion on the current landscape of human capital disclosures. Speakers will discuss the demands on employers, as well as the risks associated with and the various formats used when releasing human capital disclosures.
Speakers
Keli Wilson, M.A., Principal Consultant
Marcelle Clavette, M.S., Associate Principal Consultant