Netflix Shareholders Remove Director Jay Hoag from Board Over Attendance Concerns

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ICARO Media Group
Politics
07/06/2025 01h42

**Netflix Shareholders Vote Director Jay Hoag Off the Board Due to Poor Attendance**

In a significant move this year marked by shareholder activism, Netflix stockholders have voted to remove director Jay Hoag from the company's board. The decision came after proxy advisory firm Institutional Shareholder Services (ISS) recommended voting against Hoag for not attending at least 75% of his board and committee meetings in 2024, a threshold for attendance that is generally expected of board members.

Hoag's attendance record was notably poor, with reports indicating he attended only 50% of the meetings. This absenteeism did not go unnoticed, as he received a mere 21.6% support among the votes cast, a rare instance of a board candidate being rejected by shareholders. According to ISS's pre-June 5 shareholder meeting report, Hoag's non-attendance rendered him ineffective in his role.

Earlier this week, Warner Bros. Discovery shareholders also showed significant displeasure over the corporation's executive compensation policies, including CEO David Zaslav’s $51.9 million package, which failed a non-binding say-on-pay vote.

Netflix disclosed in an SEC filing that Hoag did not secure a majority of votes in his re-election, leading him to offer his resignation on June 5, 2025. His resignation will be considered by the Nominating and Governance Committee, and the Netflix board is expected to publicly disclose its decision within 90 days of certifying the election results.

The vote tally revealed that Hoag received 71.4 million votes in favor but faced opposition from nearly 260 million votes. Despite Hoag's extensive experience as a venture capital investor and his long tenure on boards such as Peloton, Zillow, and TripAdvisor, Netflix shareholders were not convinced of his efficacy given his poor attendance.

Hoag has been a pivotal figure at Netflix since joining the board in 1999 and served as the lead independent director on the nominating and governance committee. Netflix highlighted his strategic insights and financial expertise, emphasizing his vast experience in technology investments and corporate governance. However, his failure to meet attendance expectations ultimately led shareholders to vote him off the board in a dramatic and telling decision.

The views expressed in this article do not reflect the opinion of ICARO, or any of its affiliates.

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