Jay Hoag, who has served on Netflix‘s board since 1999, did not get reelected on the firm’s annual shareholder assembly this week — and now the board should determine whether or not to maintain him or let him go.

At Netflix’s June 5 annual assembly, 78% of the shares that had been voted on Hoag’s re-election to the board had been in opposition to him. As such, Hoag “provided his resignation from the Board, conditioned upon Board acceptance,” Netflix disclosed in an 8-Okay submitting Friday.

Per the board’s coverage, Netflix’s nominating and governance committee “will contemplate Mr. Hoag’s resignation and suggest to the board relating to whether or not to just accept or reject the resignation or take different motion.” The board “will act on the committee’s advice and publicly disclose its determination and rationale inside 90 days from the date the election outcomes are licensed,” Netflix mentioned.

Why did the vote go in opposition to Hoag? What appears to have swung sentiment in opposition to him was his “poor attendance” report at Netflix board occasions, based on shareholder voting advisory agency ISS. In an advisory word, ISS mentioned that when “a director fails to attend a minimum of 75% of the combination of his or her board and committee conferences, antagonistic vote suggestions can be issued with respect to that director within the absence of a legitimate cause. Accordingly, assist for Jay Hoag just isn’t thought of warranted attributable to poor attendance.”

In 2024, Hoag’s attendance report was 50%. This 12 months thus far, nonetheless, his attendance at Netflix board occasions is 100%. 

Hoag was an early investor in Netflix. Since 1995, he’s served as a founding normal companion at venture-capital agency Expertise Crossover Ventures (TCV). Along with Netflix, Hoag is a board member of Zillow Group, TripAdvisor and Peloton Interactive. He is also on the funding advisory committee on the College of Michigan, the board of trustees of Northwestern College, and the board of belief at Vanderbilt College. Hoag holds an undergraduate diploma from Northwestern and an MBA from the College of Michigan.

On Thursday, Netflix shareholders did reelect 11 of the corporate’s board members — co-CEOs Ted Sarandos and Greg Peters, chairman Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, Attempt Masiyiwa, Ann Mather, Greg Peters, Ambassador Susan Rice Brad Smith and Anne Sweeney. Earlier board member Timothy Haley, co-founder of VC agency Redpoint Ventures, had knowledgeable Netflix of his determination to not stand for reelection on the annual assembly.

In the meantime, Netflix buyers voted to approve the compensation of Sarandos and Peters together with the corporate’s different senior executives. The proposal — a nonbinding “say-on-pay” advisory vote that serves as a barometer of investor sentiment — handed at Netflix’s 2025 digital shareholder assembly, based on the SEC submitting.

For 2024, Sarandos’ whole compensation was $61.9 million (up 24.3% from the 12 months prior) and Peters had a pay package deal value $60.3 million (up 50.2%). Each earned a base wage of $3 million and acquired $42.7 million in inventory awards, in addition to a money bonus of $12 million every; Sarandos was granted $2.3 million in possibility awards and Peters acquired $2 million.

Traders don’t all the time rubber-stamp such issues. Earlier this week, Warner Bros. Discovery shareholders voted in opposition to the pay packages of CEO David Zaslav and different high execs.

Final 12 months, Netflix shareholders additionally authorised the exec pay packages. However in 2023, the streaming large’s shareholders rejected the Netflix govt compensation packages in a say-on-pay vote. That got here amid the strike by the Writers Guild of America, which had urged buyers to vote in opposition to Netflix’s exec compensation measures (though nearly all of the votes had already been solid previous to the WGA issuing a name to oppose the pay packages, Selection reported).

For the report, Netflix buyers who voted on the 2025 assembly additionally rejected 5 shareholder proposals (every of which Netflix’s board opposed): that the corporate challenge a “local weather transition plan”; that the board enable house owners of a mixed 15% of excellent widespread inventory the facility to name a particular shareholder assembly; that Netflix amend its code of ethics to “improve insurance policies on non-discrimination, anti-harassment and whistleblower safety”; that the corporate report on how its “affirmative motion initiatives affect Netflix’s dangers associated to precise and perceived discrimination on the premise of protected classes below civil rights legislation”; and that Netflix publicly disclose how its charitable contributions expose it to “dangers associated to discrimination in opposition to people primarily based on their speech or spiritual train.”