Netflix Shareholders Vote to Oust Jay Hoag, Its Lead Independent Director

Jay Hoag, a long-time member of Netflix’s board, faced an unexpected turn of events at the company’s annual shareholder meeting. Despite serving on the board since 1999, Hoag failed to secure enough votes for reelection, with 78% of the shares voted against him. This led to Hoag offering his resignation, pending the board’s decision on whether to accept it.

The board’s nominating and governance committee will now review Hoag’s resignation and make a recommendation to the full board within 90 days. The key issue that led to the vote against Hoag was his poor attendance record at board events, with an attendance rate of only 50% in 2024. However, his attendance has improved to 100% this year, and his overall attendance rate from 2019-23 was 97%.

Hoag, an early investor in Netflix, has received stock options valued at $402,582 for the year ended 2024. He is also a board member of other prominent companies such as Zillow Group, TripAdvisor, and Peloton Interactive. Despite the uncertainty surrounding his position on the Netflix board, Hoag’s extensive experience and background in venture capital and academia make him a valuable asset to the company.

In contrast to Hoag’s situation, other board members, including co-CEOs Ted Sarandos and Greg Peters, were reelected by shareholders. The shareholders also approved the compensation packages for Sarandos and Peters, with Sarandos receiving $61.9 million and Peters earning $60.3 million for the year 2024. This nonbinding “say-on-pay” vote serves as an indicator of investor sentiment towards executive compensation.

Netflix shareholders also rejected several shareholder proposals at the meeting, including calls for a climate transition plan, enhanced non-discrimination policies, and transparency on charitable contributions. This demonstrates the ongoing scrutiny and accountability that shareholders expect from the company.

Overall, the outcome of Netflix’s annual shareholder meeting reflects the evolving landscape of corporate governance and investor activism in the tech industry. As the board deliberates on Hoag’s resignation and the company’s strategic direction, stakeholders will be closely watching for any developments that may impact Netflix’s future trajectory.