{"id":144623,"date":"2025-06-06T22:14:33","date_gmt":"2025-06-06T22:14:33","guid":{"rendered":"https:\/\/showbizztoday.com\/index.php\/2025\/06\/06\/netflix-shareholders-vote-to-oust-jay-hoag-its-lead-independent-director\/"},"modified":"2025-06-06T22:14:34","modified_gmt":"2025-06-06T22:14:34","slug":"netflix-shareholders-vote-to-oust-jay-hoag-its-lead-independent-director","status":"publish","type":"post","link":"https:\/\/showbizztoday.com\/index.php\/2025\/06\/06\/netflix-shareholders-vote-to-oust-jay-hoag-its-lead-independent-director\/","title":{"rendered":"Netflix Shareholders Vote to Oust Jay Hoag, Its Lead Independent Director"},"content":{"rendered":"<p> [ad_1]<br \/>\n<\/p>\n<div>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\t<a href=\"https:\/\/variety.com\/t\/jay-hoag\/\" id=\"auto-tag_jay-hoag\" data-tag=\"jay-hoag\" target=\"_blank\" rel=\"noopener\">Jay Hoag<\/a>, who has served on <a href=\"https:\/\/variety.com\/t\/netflix\/\" id=\"auto-tag_netflix\" data-tag=\"netflix\" target=\"_blank\" rel=\"noopener\">Netflix<\/a>\u2018s board since 1999, failed to get reelected at the company\u2019s annual shareholder assembly this week \u2014 and now the board should determine whether or not to maintain him or let him go.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tAt Netflix\u2019s June 5 annual assembly, 78% of the shares that have been voted on Hoag\u2019s reelection to the board have been towards him. As such, Hoag \u201coffered his resignation from the board, conditioned upon board acceptance,\u201d Netflix disclosed in an <a href=\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/1065280\/000106528025000286\/0001065280-25-000286-index.htm\" rel=\"nofollow noopener\" target=\"_blank\">8-Ok submitting Friday<\/a>.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tPer the board\u2019s coverage, Netflix\u2019s nominating and governance committee \u201cwill consider Mr. Hoag\u2019s resignation and recommend to the board regarding whether to accept or reject the resignation or take other action.\u201d The board \u201cwill act on the committee\u2019s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified,\u201d Netflix stated.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tWhy did the vote go towards Hoag? What appears to have swung sentiment towards him was his \u201cpoor attendance\u201d file at Netflix board occasions, based on shareholder voting advisory agency ISS. In an advisory word, ISS stated that when \u201ca 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.\u00a0Accordingly, support for Jay Hoag is not considered warranted due to poor attendance.\u201d<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tIn 2024, Hoag\u2019s attendance file was 50%. This yr thus far, nonetheless, his attendance at Netflix board occasions is 100%.\u00a0And, based on Netflix, his price of attendance from 2019-23 was 97%.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tHoag was an early investor in Netflix. Since 1995, he\u2019s 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.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tOn Thursday, Netflix shareholders did reelect 11 of the corporate\u2019s board members \u2014 co-CEOs Ted Sarandos and Greg Peters, chairman Reed Hastings, Richard Barton, Mathias D\u00f6pfner, 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.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tMeanwhile, Netflix traders voted to approve <a href=\"https:\/\/variety.com\/2025\/tv\/news\/netflix-ceos-pay-60-million-ted-sarandos-greg-peters-1236372112\/\" target=\"_blank\" rel=\"noopener\">the compensation of Sarandos and Peters<\/a> together with the corporate\u2019s different senior executives. The proposal \u2014 a nonbinding \u201csay-on-pay\u201d advisory vote that serves as a barometer of investor sentiment \u2014 handed at Netflix\u2019s 2025 digital shareholder assembly, based on the SEC submitting.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tFor 2024, Sarandos\u2019 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.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tInvestors don\u2019t all the time rubber-stamp such issues. Earlier this week, Warner Bros. Discovery shareholders <a href=\"https:\/\/variety.com\/2025\/tv\/news\/warner-bros-discovery-shareholders-vote-against-zaslav-ceo-pay-1236417375\/\" target=\"_blank\" rel=\"noopener\">voted towards the pay packages of CEO David Zaslav and different prime execs<\/a>.<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tLast yr, Netflix shareholders additionally authorized the exec pay packages. But in 2023, the streaming big\u2019s shareholders <a href=\"https:\/\/variety.com\/2023\/digital\/news\/netflix-shareholders-reject-executive-pay-packages-wga-1235631063\/\" target=\"_blank\" rel=\"noopener\">rejected the Netflix govt compensation packages<\/a> 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\u2019s 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, <em>Variety<\/em> reported).<\/p>\n<p class=\"paragraph larva \/\/ lrv-u-margin-lr-auto  lrv-a-font-body-m   \">\n\tFor the file, Netflix traders who voted on the 2025 assembly additionally rejected 5 shareholder proposals (every of which Netflix\u2019s board opposed): that the corporate concern a \u201cclimate transition plan\u201d; 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 \u201cenhance policies on non-discrimination, anti-harassment and whistleblower protection\u201d; that the corporate report on how its \u201caffirmative action initiatives impact Netflix\u2019s risks related to actual and perceived discrimination on the basis of protected categories under civil rights law\u201d; and that Netflix publicly disclose how its charitable contributions expose it to \u201crisks related to discrimination against individuals based on their speech or religious exercise.\u201d<\/p>\n<\/div>\n<p>[ad_2]<\/p>\n","protected":false},"excerpt":{"rendered":"<p>[ad_1] Jay Hoag, who has served on Netflix\u2018s board since 1999, failed to get reelected at the company\u2019s annual shareholder assembly this week \u2014 and now the board should determine whether or not to maintain him or let him go. At Netflix\u2019s June 5 annual assembly, 78% of the shares that have been voted on [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":144625,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[39],"tags":[79,11644,5578,5377,1985,115,2289,11643,6256],"class_list":{"0":"post-144623","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-hollywood","8":"tag-director","9":"tag-hoag","10":"tag-independent","11":"tag-jay","12":"tag-lead","13":"tag-netflix","14":"tag-oust","15":"tag-shareholders","16":"tag-vote"},"_links":{"self":[{"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/posts\/144623","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/comments?post=144623"}],"version-history":[{"count":0,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/posts\/144623\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/media\/144625"}],"wp:attachment":[{"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/media?parent=144623"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/categories?post=144623"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/showbizztoday.com\/index.php\/wp-json\/wp\/v2\/tags?post=144623"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}