**Netflix Board to Decide Fate of Jay Hoag After Shareholder Vote**

The future of Jay Hoag, a veteran member of Netflix's board and its lead independent director, hangs in the balance following an underwhelming outcome at the company's recent annual meeting. Despite his extensive tenure since 1999, Hoag failed to secure a majority of shareholder votes, prompting the board to rethink his position.

The Netflix board is slated to convene in the coming weeks to deliberate on whether to accept Hoag's resignation. Adhering to a policy implemented last year, any director who does not win majority approval from shareholders is expected to offer their resignation. Accordingly, Hoag submitted his conditional resignation on June 5, 2025, as detailed in a recent SEC filing.

The Nominating and Governance Committee will review Hoag's resignation and make a recommendation to the board regarding its acceptance. The board has a 90-day window to finalize their decision. This scenario developed after Hoag garnered a negative recommendation from Institutional Shareholder Services (ISS), a pivotal advisory firm.

In its evaluation of Netflix, ISS advised shareholders against supporting Hoag due to his subpar attendance at board meetings—recording a mere 50 percent attendance in the previous year. ISS typically recommends against directors who fail to attend at least 75 percent of meetings. Despite Hoag’s strong track record of 97 percent attendance over the previous five years and 100 percent attendance so far this year, ISS's advice carried considerable influence.

The impact of ISS recommendations can be significant, as evidenced by Warner Bros. Discovery's experience, where shareholders followed ISS's advice and rejected the executive compensation plan. Nonetheless, ISS's sway is not absolute; last year, it failed to secure Nelson Peltz a seat on Disney's board despite advocating for his election. The decision by Netflix's board will signal how they balance shareholder advisory influence with the director's historical performance and current commitments.