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Jay Hoag, who has served on Netflix‘s board since 1999, failed to get reelected at the company’s annual shareholder assembly this week — and now the board should determine whether or not to maintain him or let him go.
At Netflix’s June 5 annual assembly, 78% of the shares that have been voted on Hoag’s reelection to the board have been towards him. As such, Hoag “offered his resignation from the board, conditioned upon board acceptance,” Netflix disclosed in an 8-Ok submitting Friday.
Per the board’s coverage, Netflix’s nominating and governance committee “will consider Mr. Hoag’s resignation and recommend to the board regarding whether to accept or reject the resignation or take other action.” The board “will act on the committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified,” Netflix stated.
Why did the vote go towards Hoag? What appears to have swung sentiment towards him was his “poor attendance” file at Netflix board occasions, based on shareholder voting advisory agency ISS. In an advisory word, ISS stated that when “a director fails to attend at least 75% of the aggregate of his or her board and committee meetings, adverse vote recommendations will be issued with respect to that director in the absence of a valid reason. Accordingly, support for Jay Hoag is not considered warranted due to poor attendance.”
In 2024, Hoag’s attendance file was 50%. This yr thus far, nonetheless, his attendance at Netflix board occasions is 100%. And, based on Netflix, his price of attendance from 2019-23 was 97%.
Hoag was an early investor in Netflix. Since 1995, he’s served as a founding normal accomplice at venture-capital agency Technology Crossover Ventures (TCV). In addition to Netflix, Hoag is a board member of Zillow Group, TripAdvisor and Peloton Interactive. He is also on the funding advisory committee on the University of Michigan, the board of trustees of Northwestern University, and the board of belief at Vanderbilt University. Hoag holds an undergraduate diploma from Northwestern and an MBA from the University of Michigan.
On Thursday, Netflix shareholders did reelect 11 of the corporate’s board members — co-CEOs Ted Sarandos and Greg Peters, chairman Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, Strive Masiyiwa, Ann Mather, Greg Peters, Ambassador Susan Rice, Brad Smith and Anne Sweeney. Previous board member Timothy Haley, co-founder of VC agency Redpoint Ventures, had knowledgeable Netflix of his resolution to not stand for reelection on the 2025 annual assembly.
Meanwhile, Netflix traders voted to approve the compensation of Sarandos and Peters together with the corporate’s different senior executives. The proposal — a nonbinding “say-on-pay” advisory vote that serves as a barometer of investor sentiment — handed at Netflix’s 2025 digital shareholder assembly, based on the SEC submitting.
For 2024, Sarandos’ complete compensation was $61.9 million (up 24.3% from the yr prior) and Peters had a pay bundle price $60.3 million (up 50.2%). Both earned a base wage of $3 million and obtained $42.7 million in inventory awards, in addition to a money bonus of $12 million every; Sarandos was granted $2.3 million in choice awards and Peters obtained $2 million.
Investors don’t all the time rubber-stamp such issues. Earlier this week, Warner Bros. Discovery shareholders voted towards the pay packages of CEO David Zaslav and different prime execs.
Last yr, Netflix shareholders additionally authorized the exec pay packages. But in 2023, the streaming big’s shareholders rejected the Netflix govt compensation packages in a say-on-pay vote. That got here amid the strike by the Writers Guild of America, which had urged traders to vote towards Netflix’s exec compensation measures (though nearly all of the votes had already been solid previous to the WGA issuing a name to oppose the pay packages, Variety reported).
For the file, Netflix traders who voted on the 2025 assembly additionally rejected 5 shareholder proposals (every of which Netflix’s board opposed): that the corporate concern a “climate transition plan”; that the board permit house owners of a mixed 15% of excellent widespread inventory the facility to name a particular shareholder assembly; that Netflix amend its code of ethics to “enhance policies on non-discrimination, anti-harassment and whistleblower protection”; that the corporate report on how its “affirmative action initiatives impact Netflix’s risks related to actual and perceived discrimination on the basis of protected categories under civil rights law”; and that Netflix publicly disclose how its charitable contributions expose it to “risks related to discrimination against individuals based on their speech or religious exercise.”
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