Netflix Shareholders Vote to Oust Jay Hoag, Its Lead Independent Director, but the Board May Decide to Keep Him

Jay Hoag, who has served on Netflix‘s board since 1999, failed to get reelected at the company’s annual shareholder meeting this week — and now the board must decide whether to keep him or let him go.

At Netflix’s June 5 annual meeting, 78% of the shares voted on Hoag’s re-election to the board were against him. As such, Hoag “offered his resignation from the Board, conditioned upon Board acceptance,” Netflix disclosed in an 8-K filing Friday.

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Per the board’s policy, Netflix’s nominating and governance committee “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,” Netflix said.

Why did the vote go against Hoag? It seems what swung sentiment against him was his “poor attendance” record at Netflix board events, according to shareholder voting advisory firm ISS. In an advisory note, ISS said that when “a director fails to attend at least 75% 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.” In 2024, Hoag’s attendance was 50%. This year to date, his attendance at Netflix board events is 100%. 

Hoag, an early investor in Netflix, Hoag has served as one of the Company’s directors since 1999. Since 1995, Mr. Hoag has served as a founding General Partner at Technology Crossover Ventures, a venture capital firm. Mr. Hoag serves on the board of directors of Zillow Group, Inc., TripAdvisor, Inc. and Peloton Interactive, Inc. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

Netflix shareholders did reelect 11 of the company’s board members — co-CEOs Ted Sarandos and Greg Peters, chairman Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, Strive Masiyiwa, Ann Mather, Greg Peters, Ambassador Susan Rice Brad Smith and Anne Sweeney). Previous board member Timothy Haley, co-founder of VC firm Redpoint Ventures, had informed Netflix of his decision not to stand for reelection at the annual meeting.

Meanwhile, Netflix investors voted to approve the compensation of co-CEOs Ted Sarandos and Greg Peters along with the company’s other senior executives. The proposal — a nonbinding “say-on-pay” advisory vote that serves as a barometer of investor sentiment — passed at Netflix’s 2025 virtual shareholder meeting on June 5, according to the Netflix SEC filing.

For 2024, Sarandos’ total compensation was $61.9 million (up 24.3% from the year prior) and Peters had a pay package worth $60.3 million (up 50.2%). Both earned a base salary of $3 million and received $42.7 million in stock awards, as well as a cash bonus of $12 million each; Sarandos was granted $2.3 million in option awards and Peters received $2 million.

Investors don’t always rubber-stamp such matters. Earlier this week, Warner Bros. Discovery shareholders voted against the pay packages of CEO David Zaslav and other top execs.

Last year, Netflix shareholders also approved the exec pay packages. But in 2023, the streaming giant’s shareholders rejected the Netflix executive compensation packages in a say-on-pay vote. That came amid the strike by the Writers Guild of America, which had urged investors to vote against Netflix’s exec compensation measures (although the majority of the votes had already been cast prior to the WGA issuing a call to oppose the pay packages, Variety reported).

In addition, Netflix investors who voted at the meeting also rejected five shareholder proposals (each of which Netflix’s board opposed): that the company issue a “climate transition plan”; that the board allow owners of a combined 15% of outstanding common stock the power to call a special shareholder meeting; that Netflix amend its code of ethics to “enhance policies on non-discrimination, anti-harassment and whistleblower protection”; that the company report on how its “affirmative action initiatives impact Netflix’s risks related to actual and perceived discrimination on the basis of protected categories under civil rights law”; and that Netflix publicly disclose how its charitable contributions expose it to “risks related to discrimination against individuals based on their speech or religious exercise.”