Netflix shareholders vote to expel Jay Hoag, head of independent director

Jay Hoag, who has served on the Netflix board since 1999, was not chosen again this week during the annual shareholders’ meeting of the company – and now the board must decide whether he should keep him or let him go.

During the annual meeting of Netflix, 78% of the shares that were voted on the re -election of Hoag against the council was against him. As such, Hoag “offered his resignation from the board, conditioned on the acceptance of the board”, Netflix known 8-k file Friday.

According to the policy of the Board of Directors, the Netflix appointment and administrative committee will “consider the resignation of Mr Hoag and recommend the board of directors about whether or not to accept or reject the dismissal or taking other action.” The board “will act according to the recommendation of the committee and its decision and reasons publicly publicly public within 90 days after the date on which the election results were certified,” Netflix said.

Why did the mood go against Hoag? What seems to have waved to him was his “bad presence” record at Netflix Board events, according to shareholder Stemadviesbureau ISS. In an advisory memorandum, ISS said that if “a director does not attend at least 75% of the total of his or her administrative and committee meetings, adverse voice recommendations will be given with regard to that director in the absence of a valid reason. Support for Jay Hoag is not considered justified because of a bad presence.”

In 2024, the presence record of Hoag was 50%. This year so far, however, his presence at Netflix Board events is 100%. And according to Netflix, his presence percentage of 2019-23 was 97%.

For the year ending on 2024, Hoag Netflix received options with a value of $ 402,582, just like the other independent drivers of the company (with the exception of Susan Rice, a former officer in the administrations of Biden and Obama, who received $ 300,000 in cash).

Hoag was an early investor in Netflix. Since 1995 he has served as one of the founders of general partner at Venture-Papital Firm Technology Crossover Ventures (TCV). In addition to Netflix, Hoag is a board member of Zillow Group, TripAdvisor and Peloton Interactive. He is also in the Investment Advisory Committee of the University of Michigan, the Board of Trustees of Northwestern University and the Board of Trust at Vanderbilt University. Hoag obtained a bachelor’s degree from Northwest and an MBA from the University of Michigan.

Op donderdag hebben Netflix-aandeelhouders 11 van de bestuursleden van het bedrijf opnieuw opgeleverd-Co-Ceos Ted Sarandos en Greg Peters, voorzitter Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, Strive Masiyiwa, Ann Mather, Greg Peters, Susan Rice, Brad Smith en Anney. Previously board member Timothy Haley, co-founder of VC company Redpoint Ventures, had informed Netflix of his decision not to be re-elected during the annual meeting of 2025.

In the meantime, Netflix investors voted to approve the reimbursement of Sarandos and Peters together with the other senior executives of the company. The proposal-on-a-pay advisory voice that serves as a barometer of investor sentiment-is according to the SEC request adopted during the virtual shareholders’ meeting of Netflix.

For 2024, the total reimbursement of Sarandos was $ 61.9 million (an increase of 24.3% compared to the year before) and Peters had a wage package worth $ 60.3 million (an increase of 50.2%). Both earned a basic salary of $ 3 million and received $ 42.7 million in share prices, as well as a cash bonus of $ 12 million each; Sarandos received $ 2.3 million in option prices and Peters received $ 2 million.

Investors do not always vote such matters. Warner Bros. Discovery shareholders against the wage packages of CEO David Zaslav and other top manages.

Last year Netflix shareholders also approved the Exec paying packages. But in 2023 the shareholders of the Gigant streaming rejected the Netflix-Executive compensation packages in a Say-on-Pay mood. This came in the midst of the strike of the Writers Guild of America, which had encouraged investors to vote against the Exec compensation measures of Netflix (although the most votes had already been cast before the WGA gave a call to oppose the wage packages, Variety reported).

For the record, Netflix investors who voted during the 2025 meeting, also rejected five shareholders proposals (of which each board of Netflix resisted): that the company issues a “climate transition plan”; that the board allows owners of a combined 15% of the outstanding ordinary shares, the authority to call a special shareholder meeting; that Netflix changes its ethical code to “improve policy on non-discrimination, anti-intimidation and whistleblower protection”; that the company reports on how his “confirming action initiatives influence the risks of Netflix with regard to the actual and observed discrimination based on protected categories under civil rights legislation”; And that Netflix publicly announces how her charity contributions expose to “risks related to discrimination against individuals based on their speech or religious practice.”