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Netflix Shareholders Vote to Allow Outside Board Nominations, Limit Directors to One-Year Terms

Netflix shareholders approved measures recommending the company limit directors to one-year terms and open up the board-nomination process to certain investors.

But both proposals — aimed at trying to diversify the composition of Netflix’s board, which some investors argue has been unresponsive to their concerns — are non-binding advisories. That means the current board will take them into consideration but is not obligated to act on them. Netflix’s board had opposed both measures.

Two large pension funds that own Netflix stock — CalPERS and the New York City Pension Funds — had advocated for voting for opening up board nominations. According to the proposal, in order to nominate candidates representing up to 25% of Netflix’s board, shareholders would need to own at least 3% of outstanding stock and have a minimum of three years of continuous ownership.

Most shareholders support allowing outside nominations: The funds noted that in 2015 and 2016, similar non-binding proposals received more than 70% of shareholder votes cast “but have yet to prompt board action.”

Meanwhile, shareholders voted against a binding proposal that Netflix amend its bylaws to institute a majority-vote standard in uncontested director elections. Currently, Netflix uses a plurality voting standard, which allows nominees to be elected even if a majority of shareholders oppose him or her. The measure received 65.4% of shares voted in favor, but failed to meet the requirement that two-thirds of outstanding shares of common stock vote affirmatively for a measure in order to pass.

The voting took place June 6 at Netflix’s annual shareholders meeting at its Los Gatos, Calif., headquarters. The company disclosed the voting results in an SEC filing Friday.

Also at the June 6 meeting, three directors — chairman and CEO Reed Hastings, A. George (Skip) Battle and Jay Hoag — were reelected, and shareholders OK’d the company’s executive compensation plan. Non-binding proposals for annual sustainability and emissions reports were not approved.

With the exception of Hastings, Netflix’s current board members are each independent directors:

  • Anne Sweeney, former president of Disney-ABC Television Group
  • Richard Barton, executive chairman of Zillow Group and founder of Expedia
  • A. George (Skip) Battle, former executive chairman of Ask Jeeves and executive at Andersen Consulting
  • Timothy Haley, managing director at Redpoint Ventures
  • Jay Hoag, general partner at Technology Crossover Ventures
  • Leslie Kilgore, former Netflix chief marketing officer
  • Ann Mather, ex-CFO of Pixar and Village Roadshow Pictures, former Disney exec
  • Brad Smith, president and chief legal officer, Microsoft
  • Reed Hastings, Netflix chairman, president and CEO

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