Netflix has decided to reject the resignation of venture capitalist Jay Hoag from its board of directors, despite his not achieving majority approval from shareholders to continue.
After the outcome of the company’s most recent shareholder meeting, Hoag submitted his resignation from the board. Under governance rules, the company then has the opportunity to accept or turn down the resignation.
Along with spurning Hoag’s effort to quit, the company said in an SEC filing Tuesday that it has added former Airbnb CFO Ellie Mertz to the board. She will begin serving immediately before getting the opportunity for election to a full term at the company’s 2026 shareholder meeting.
Hoag, who has served on the Netflix board since 1999, received the negative vote from shareholders after proxy advisory firm ISS recommended his removal. Along with other critics, the firm pointed to Hoag’s poor attendance of board and committee meetings in 2024, which slipped below 75%.
In the five years prior to 2024, Netflix said in the filing, Hoag attended 97% of meetings. He “remained engaged with the company and board activities by attending meetings with senior management, engaging in pre-board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the board.”
Netflix said it also factored in Hoag’s “valuable leadership and contributions to the board,” calling him “an engaged and effective independent director” who brings “strategic insights and financial expertise to the board.”
