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Netflix director Jay Hoag fails to win reelection to board
Netflix director Jay Hoag fails to win reelection to board

Los Angeles Times

time3 days ago

  • Business
  • Los Angeles Times

Netflix director Jay Hoag fails to win reelection to board

Netflix Inc. shareholders overwhelmingly rejected the reelection of venture capitalist Jay Hoag to the board of the streaming company after he was called out for failing to attend enough meetings. Hoag, a founding general partner of Menlo Park, California-based TCV, received 71.4 million votes backing his reelection and 259.9 million votes against, according to a Netflix filing Friday. The proxy adviser ISS had urged investors to reject the nomination, saying Hoag didn't attend enough board meetings last year. The board didn't disclose a reason, ISS said. Netflix said he attended two of the four meetings. Hoag served as the company's lead independent director and was chair of the board's nominating and governance committee, according to company filings. He has been a Netflix director since 1999. In accordance with Netflix policy, Hoag offered his resignation on June 5. The board plans to respond in 90 days. Netflix declined to elaborate beyond the filing. In April, the company revealed he planned to sell 127,000 shares of its stock. Shares of Netflix fell less than 1% to $1,241.48 Friday in New York. They have gained 39% this year. Golum writes for Bloomberg.

Netflix Shareholders Vote Out Board Member, Venture Capital Investor Jay Hoag In Rare Repudiation, Streamer Considering Whether To Accept His Resignation
Netflix Shareholders Vote Out Board Member, Venture Capital Investor Jay Hoag In Rare Repudiation, Streamer Considering Whether To Accept His Resignation

Yahoo

time3 days ago

  • Business
  • Yahoo

Netflix Shareholders Vote Out Board Member, Venture Capital Investor Jay Hoag In Rare Repudiation, Streamer Considering Whether To Accept His Resignation

In a year marked by some high-profile instances of shareholder activism, Netflix stockholders have voted director Jay Hoag, a venture capital investor, off the board. The vote follows a recommendation by leading proxy advisory firm Institutional Shareholder Services. ISS, which issues deep-dive analyses of issues up for vote at the annual meetings of many public companies, including the election of directors, had recommended a vote against Hoag for poor attendance – or failing to show up for at least 75% of his total board and committee meetings in 2024 without disclosing the reason for the absences. More from Deadline Runway's AI Film Festival, On Hallowed Ground At New York's Lincoln Center, Honors 'Total Pixel Space' 'The Bold And The Beautiful' Leaving Television City After 38 Years, Will Continue To Film In Los Angeles Gavin Newsom Suggests That "Maybe It's Time" To Cut Off California's Share Of Federal Taxes Amid Report That Trump Seeks To Cancel State Grants He received just 21.6% support among votes cast, a rare instance of shareholders rejected a board candidate. Earlier this week, Warner Bros. Discovery shareholders voted in large numbers against the company's compensation of its top executive officers led by CEO David Zaslav. His $51.9 million package did not pass a so-called say-on-pay vote, which is non binding but a definite red flag. 'Jay Hoag failed to attend at least 75 percent of the total meetings of the board and committee on which he served during the fiscal year under review. Specifically, Hoag only attended 50 percent of such meetings. The board did not disclose the reason for his absences. Directors who do not attend their board and committee meetings cannot be effective representatives of shareholders. When a director fails to attend at least 75 percent 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,' ISS wrote in its report last month ahead of the June 5 shareholder meeting. Netflix noted today in an SEC filing that Hoag 'did not receive a majority of votes cast in his election to the board of directors. In accordance with the Company's director resignation policy, on June 5, 2025, Mr. Hoag offered his resignation from the Board, conditioned upon Board acceptance. In accordance with the Resignation Policy, the Nominating and Governance Committee of the Board 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.' The results of the shareholder vote set out in the filing showed 71.4 million votes for and almost 260 million votes against the director, who also sits on the boards of Peloton, Zillow and TripAdvisor. At Netflix, he served as the lead independent director serving on the nominating committee and governance committee, where he was the chair. He's been a Netflix board member since 1999. 'As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member for numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management,' read the Netflix proxy, an annual filing where companies lists all the directors up for reelection. Hoag has also been a technology investor and venture capitalist for more than 40 years, the giant streamer noted, ' involved in numerous technology investments, including Actuate Software (acquired by OpenText), Airbnb, Ariba (acquired by SAP), Altiris (acquired by Symantec), BlueCoat Systems (formerly CacheFlow), C|NET, eHarmony, Electronic Arts, Encompass (acquired by Yahoo!), EXE Technologies (acquired by SSA Global), Expedia, Facebook, Fandango (acquired by Comcast), Groupon, LinkedIn, ONYX Software, Peloton, Prodege (parent company of Swagbucks & acquired by a private equity firm), RealNetworks, Sportradar, Spotify, SpringStreet (acquired by Strava, TechTarget, TripAdvisor, (acquired by Expedia), Viant (acquired by iXL), and Zillow.' Best of Deadline 2025 TV Series Renewals: Photo Gallery 2025 TV Cancellations: Photo Gallery 'Stick' Soundtrack: All The Songs You'll Hear In The Apple TV+ Golf Series Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

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