Netflix Board to Decide Fate of Lead Independent Director Jay Hoag After Shareholders Vote to Oust Him

The streamer said it would act within 90 days from the certification of the results from its annual meeting

Netflix HQ
Netflix HQ (Credit: Getty Images)

Netflix’s board will make a final determination on the fate of lead independent director Jay Hoag in the coming weeks after shareholders voted to oust him during the streamer’s annual meeting on Thursday.

Hoag, a venture capitalist and founding general partner of Technology Crossover Ventures, has served on Netflix’s board since 1999 and is the chair of its nominating and governance committee. Per the vote totals released on Friday, Hoag received 71,428,414 votes in favor of his reelection to the board and 259,865,864 against.

In a statement, Netflix said that Hoag offered his resignation in accordance with the company’s policy adopted last year, which states that directors who do not secure a majority of votes will be expected to submit their resignation and that the board will meet to decide whether to accept accept or reject the resignation or take other action.

“The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified,” the company said.

Netflix’s proxy statement notes that the board held four meetings in 2024 and that Hoag attended 50% of the aggregate of the total number of board meetings and meetings of the board committees.The nominating and governance met twice in 2024, with each committee member attending with the exception of Hoag, who did not attend one meeting.

Hoag beneficially owns 380,232 Netflix shares and had a total of $402,835 in option awards outstanding as of Dec. 31, 2024, per the filing.

In addition to Netflix, Hoag serves on the boards of Zillow Group, TripAdvisor, and Peloton. He’s also on the investment advisory committee at the University of Michigan, the board of trustees of Northwestern University, and the board of trust at Vanderbilt University.

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