In the upcoming weeks, Netflix’s board plans to convene to consider either accepting or declining the departure of their main independent director, Jay Hoag.
Hoag, a partner who specializes in venture capital at Technology Crossover Ventures, has been a member of Netflix’s board since the year 1999. Beyond serving as the main independent director, he also oversees the nominating and governance committee.
Or, in shorter form:
Hoag, a partner at Technology Crossover Ventures, has been on Netflix’s board since 1999. As lead independent director, he also heads the nominating and governance committee.
This year’s annual meeting, held on June 5th, did not result in him receiving a majority of votes from shareholders. As per a policy implemented last year, directors who fail to secure a majority are required to tender their resignation, which the board will then consider. According to an SEC filing made on Friday, Hoag has indeed submitted his resignation.
According to a filing, on June 5th, 2025, Mr. Hoag chose to step down from the Board, but only if the Board agreed with his decision. As per the Resignation Policy, the Nominating and Governance Committee (the “Committee”) of the Board will look into Mr. Hoag’s resignation and propose to the Board on whether they should accept or decline his resignation, or take some other action.
The board will have 90 days to decide whether to accept or reject the resignation.
It’s possible that Hoag’s voting outcome was influenced by a suggestion from the powerful shareholder advisory firm Institutional Shareholder Services (ISS). In its recent report on Netflix, ISS advised against voting for Hoag, stating that his low meeting attendance – just 50% of the board meetings – doesn’t justify support. ISS considered Jay Hoag’s poor attendance as unjustified.
In most cases, it’s recommended to avoid backing board members who miss more than a quarter of the meetings.
As a dedicated shareholder, I can’t stress enough the importance of directors being present at board and committee meetings. According to the ISS report, if a director misses more than 75% of these gatherings without a legitimate excuse, unfavorable voting recommendations will be issued against that director.
It’s important to point out that for the five years leading up to 2024, Hoag’s attendance rate averaged 97%, and it has been 100% this year. This indicates that the attendance rate from last year might have been unusual.
The suggestions from the Independent Stockholder Services (ISS) hold significance, as evidenced by the rejection of Warner Bros. Discovery’s executive compensation package in a non-binding vote by shareholders. In fact, the ISS had advised WBD shareholders to vote against this particular plan.
Despite ISS’s recommendation last year for Nelson Peltz to join Disney’s board during a heated activist struggle, Disney shareholders decided against electing him in the end. As a fan, it’s not always a given that such recommendations will pan out as expected.
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2025-06-07 00:24