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.
He received just 21.6% support among votes cast, a rare instance of shareholders rejecting 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 Homestore.com), Strava, TechTarget, TripAdvisor, Vacationspot.com (acquired by Expedia), Viant (acquired by iXL), and Zillow.”
