Netflix‘s board of directors will meet in the coming weeks to decide whether to accept or reject the resignation of the company’s lead independent director, Jay Hoag.
Hoag, a venture capitalist and founding General Partner at Technology Crossover Ventures, has served on Netflix’s board since 1999, and in addition to being lead independent director is also chair of its nominating and governance committee.
However, at this year’s annual meeting, which was held June 5, he failed to secure a majority of votes from shareholders. Per a company policy that was adopted last year, if a director does not secure a majority of votes, they are expected to submit their resignation, and the board will then meet to decide whether to accept it. Per an SEC filing Friday, Hoag submitted his resignation.
“On June 5, 2025, Mr. Hoag offered his resignation from the Board, conditioned upon Board acceptance,” the filing says. “In accordance with the Resignation Policy, the Nominating and Governance Committee (the “Committee”) of the Board will consider Mr. Hoag’s resignation and recommend to the Board regarding whether to accept or reject the resignation or take other action.”
The board will have 90 days to decide whether to accept or reject the resignation.
Hoag’s voting result was likely due to a recommendation from the influential shareholder advisory firm Institutional Shareholder Services, which recommended against voting for Hoag in its report on Netflix, which it published last month. ISS said that because he attended only attended 50 percent of board meetings, “support for Jay Hoag is not considered warranted due to poor attendance.”
ISS generally advises against supporting board members that do not attend at least 75 percent of meetings.
“Directors who do not attend their board and committee meetings cannot be effective representatives of shareholders,” the ISS report says. “When a director fails to attend at least 75 percent of the aggregate of his or her board and committee meetings, adverse vote recommendations will be issued with respect to that director in the absence of a valid reason.”
It is worth noting that in the five years before 2024, Hoag’s rate of attendance was 97 percent, and it is 100 percent so far this year, suggesting that last year was an anomaly.
ISS recommendations carry weight, as Warner Bros. Discovery learned when shareholders rejected its executive compensation in a nonbinding vote. ISS had recommended that WBD shareholders vote against the plan.
However, it is not always successful with its recommendations. Last year ISS recommended that Nelson Peltz be elected to Disney’s board of directors amid a bitter activist fight. Disney shareholders ultimately opted not to elect him.
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