"Supporting Statement:
In its discretion, the Board may wish to consider including in the report disclosures such as:
the total number and aggregate costs associated with disputes settled by the company related to harassment or discrimination in the previous three years;the total number of pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration or litigation;the total number and aggregate costs associated with contracts that include exit or other agreements where concealment clauses that restrict discussions of harassment or discrimination are present,an estimate of the number of claims which may be made public, should existing non-disclosure or arbitration agreements be made null by changing legislation.The report should not include the names of accusers or details of their settlements without  their consent and should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations.
Whereas:
In January 2022, Etsy’s management released a report confirming its use of employment-related concealment clauses. In its report, Etsy states that it provides payments to terminated employees that have harassed or discriminated against other Etsy employees in exchange for their agreement to non-disclosure or non-disparagement agreements.[1]
As Etsy continues to use non-disclosure and non-disparagement clauses at severance, investors cannot be confident in their knowledge of Etsy’s workplace culture unless the company agrees to additional transparency and reporting.
A healthy workplace culture is linked to strong returns. For example, the consultancy McKinsey found that companies in the top  quartile for workplace culture post a return to shareholders that is 60 percent higher than median companies and 200 percent higher than organizations rated in the bottom quartile for healthy workplace culture.[2]
Etsy also operates under a quickly changing patchwork of state and federal laws related to the use of concealment clauses and may benefit from a consistent practice regardless of employee or contractor protected class or physical location. As of November 26, 2022, “The Speak Out Act,” which limits non-disclosure agreements when sexual harassment is claimed, is expected to soon be signed into federal law by the President.[3] Additionally, a number of states, including California, Maine, New York, and Washington, have reduced employers’ abilities to use of concealment clauses.
Investors have reason to be concerned. Etsy has stated that almost 10% of employees do not agree that Etsy is a place where they rarely experience or observe misconduct.[4] Alphabet[5], Apple[6], Microsoft[7], or Salesforce[8], among others, have moved away from the use of concealment clauses.
[1] https://s22.q4cdn.com/941741262/files/doc_downloads/governance_documents/2022/0130/Risk-Assessment-(Employment-Related-Concealment-Clauses)-Final.pdf
[2] https://www.mckinsey.com/business-functions/organization/our-insights/the-organization-blog/culture-4-keys to-why-it-matters
[3] https://www.forbes.com/sites/kimelsesser/2022/11/16/congress-passes-law-restoring-victims-voices-banning-ndas-in-sexual-harassment-cases/
[4] https://s22.q4cdn.com/941741262/files/doc_downloads/governance_documents/2022/0130/Risk-Assessment-(Employment-Related-Concealment-Clauses)-Final.pdf
[5] https://www.sec.gov/Archives/edgar/data/1652044/000130817922000262/lgoog2022_def14a.htm
[6] https://www.sec.gov/Archives/edgar/data/320193/000119312522003583/d222670ddef14a.htm
[7] https://blogs.microsoft.com/on-the-issues/2022/06/08/microsoft-announces-four-new-employee-workforce-initiatives/
[8] https://www.salesforce.com/news/stories/salesforce-extends-workplace-protections-in-ca-sb331-bill-to-all-u-s-employees/"