Netflix AGM Shock: Shareholders Vote Out Lead Director

June 11, 2025

By Jack Grogan-Fenn

Shareholders at streaming giant Netflix have overwhelmingly voted to axe Jay Hoag from the company’s board in a strong showing of investor dissent.

At Netflix’s recent AGM, 78% of votes cast were against Hoag’s reappointment to the company’s board. This represented just shy of 260 million votes placed against Hoag, while 71 million were in his favour.

The vote marks a rapid reversal in fortunes for Hoag, who had been re-elected in 2024 with the support of more than 91% of shareholders, with more than 306 million votes cast in his favour.

“The significant vote against Jay Hoag's re-election likely arose from shareholder concerns about his board attendance rate,” said Thomas Bolger, Senior Stewardship Analyst at Minerva Analytics. “Mr. Hoag attended only 50% of the board meetings during the year, which falls short of the 75% minimum attendance rate commonly stipulated in investor voting policies, and no explanation for the missed meetings was provided by Netflix.

“Additionally, there may have been concerns regarding Mr. Hoag's tenure and his role as lead independent director, given his service on the board since 1999,” added Bolger.

Hoag has offered his resignation from the board. Netflix have 90 days from the vote to decide whether to remove Hoag from his position. The company is not obligated to do this, and if they opt to reject his resignation he can remain on the board.

The Council of Institutional Investors (CII) refers to directors continuing their role despite lacking majority shareholder support as ‘zombie directors’. For the last 15 years CII has sent letters to all Russell 3000 companies where directors failed to receive majority support.

“Directors who fail to receive the support of a majority of votes cast in an uncontested election should step down from the board and not be reappointed,” CII’s Corporate Governance Policies state. “Any director who does not receive the majority of votes cast should leave the board as soon as practicable.”

Hoag was named to Netflix’s board just two years after the company was founded in 1997, and has also acted as Chair of its Nominating and Governance Committee.

He has more than four decades of experience as a technology investor. He co-founded investment firm Technology Crossover Ventures in 1995, which has raised approximately U$24 billion in capital during its 30 years of operations. This has included investing in technology companies such as Airbnb, Expedia, Facebook, LinkedIn, Spotify, and Strava.

All eleven of Netflix’s other board members were re-elected. Richard Barton was the executive with the second most votes cast against his reappointment at just over 30 million.

Table 1: Netflix 2025 AGM Election of Directors Voting Results

Shareholders also approved an executive compensation package for Greg Peters and Ted Sarandos, the company’s co-CEOs. Conversely, shareholders at media and entertainment conglomerate Warner Bros. Discovery rejected a more than U$50 million pay package for CEO David Zaslav.

At the company’s AGM almost 60% shareholder, representing more than 1 billion total votes, voted against the proposed 2024 compensation for Zaslav and the company’s other executives.

Minerva Analytics’ latest AGM preview blog highlighted anti-ESG proposals focused on charitable giving and affirmative action at Netflix. Shareholders roundly rejected a proposal by Oklahoma Tobacco Settlement Endowment Trust which requested the company produce an annual report on how its charitable contributions may expose it to risks related to alleged discrimination against individuals based on their speech and religion.

Meanwhile, a proposal from noted anti-ESG proponent The National Center for Public Policy Research demanded a report outlining risks associated with Netflix’s affirmative action policies.

Both proposals saw 329 million votes were cast against them respectively, while just 1.6 million were in favour of the charitable giving report and 1.5 million for the affirmative action report.

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

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