NETFLIX, INC. | Majority Vote at NETFLIX, INC.

Status
58.36% votes in favour
AGM date
Resolution details
Company ticker
NFLX
Lead filer
Undisclosed filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote to be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.
Supporting statement
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner.

Our current 67% supermajority vote requirement from all shares outstanding translates into a required 89% vote from the shares that cast ballots at the annual meeting. This is a substantial barrier to improving the corporate governance at Netflix.

This proposal topic won more than 80% support 5-times at Netflix since 2013:

2021 - 90%, 2019- 88%, 2016- 82%, 2015 - 80%, 2013 -81%

In contrast to the above 80%+ votes Netflix shareholders are voting against Netflix directors. These are the negative votes against Netflix directors in 2021:

Richard Barton A whooping [sic] 72% against
Rodolphe Belmer 43% against
Bradford Smith 58% against
Anne Sweeney 46% against
49% of shares rejected management pay in 2021. Shareholders have the corresponding opportunity to vote against all members of the management pay committee standing for election in 2022. Unfortunately Netflix management no longer identifies the chairman of the management pay committee in the annual meeting proxy.

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