Jay Hoag has been ousted from Netflix
Amid the streaming arrival and departure schedules on Netflix, the streaming giant is currently prepping for a potential farewell, one concerning the founder of TCV, Jay Hoag. In an 8-K filing on Friday, Netflix revealed that at its June 5th 2025, annual meeting, 78% of the shares voted against Hoag’s re-election. Hoag has been part of Netflix’s board since 1999. However, his failure to get re-elected now puts the streamer in a tight spot.
Hoag has officially “offered his resignation from the board, conditioned upon board acceptance.” According to Netflix’s board policy, it will act on the committee’s recommendation and publicly reveal its decision “within 90 days” from the election result date. However, the question remains: what made Netflix shareholders vote against Hoag in the first place? As suggested by shareholder voting advisory firm ISS, “support for Jay Hoag is not considered warranted due to poor attendance.”
In the note issued by ISS, it is explained that when a director is unable to attend “at least 75% of the aggregate” of their board and committee meetings, such a turnout is more likely. According to the streaming mogul, Hoag’s attendance record from 2019 to 2023 was 97%. Though his attendance this year to date is a perfect 100%, last year it was a concerning half. Hoag was one of the veteran investors in Netflix.
In the year ended 2024, Jay Hoag reportedly cashed in Netflix stock options valued at $402,582. Other Netflix investors received the same, except Susan Rice, a former official in Joe Biden and Barack Obama’s administrations, who received $300,000 in cash. At the annual shareholders meeting held on Thursday, including Ted Sarandos, Greg Peters, Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, and Strive Masiyiwa, among others, 11 members were re-elected.
Moving on, Netflix investors also voted to approve the pay packages of co-CEOs Sarandos and Peters, alongside Netflix’s other senior executives. Last year, Sarandos’ total compensation was $61.9m, and Peters’ was $60.3m. Both their base salaries were three million dollars, receiving $42.7m in stock awards, and a whopping $12m in cash bonuses. That said, investors also denied five shareholder proposals at the annual meeting.
Firstly, investors allegedly rejected the plea to issue a “climate transition plan.” Secondly, they were against the idea that the committee allow owners of a combined 15% of outstanding common stock the authority to call upon a special shareholder meeting. The third rejection was concerning an amendment for its code of ethics to enhance “policies on non-discrimination, anti-harassment and whistleblower protection.”
The fourth red flag was that the company evaluates and transparently reports on the impact of its affirmative action initiatives, mitigating risks of actual and perceived discrimination under civil rights law. Lastly, investors also rejected the idea that the OTT platform publicly expose the potential risks associated with its charitable contributions, specifically concerning speech and religion.