NETFLIX, INC. | Reform special shareholder meeting requirements at NETFLIX, INC.

Status
43.36% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
NFLX
Lead 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 ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 15% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
One of the main purposes of this proposal is to give all shares, including street name shares, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible and to clear up any ambiguity on whether street name shares can formally participate equally in calling for a special shareholder meeting without converting their shares to another class of stock. One of the main purposes of this proposal is to give all shares, regardless of the length of continuous stock ownership, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible

It is important to adopt this proposal because it may appear that all Netflix shares held in street name are now 100% disqualified from formally participating in the call for a special shareholder meeting. Under this potentially ill-conceived Netflix rule management discriminates against shareholders who bought Netflix stock in street name which is the most efficient form of ownership for most Netflix shareholders.

Also all Netflix shares not held for one continuous year are now 100% disqualified from formally participating in the call for a special shareholder meeting. Under this ill-conceived Netflix rule management discriminates against shareholders who bought Netflix stock during the past 12 months. No company has cited in its proxy one example of shareholders of any company who succeeded in calling for a special shareholder meeting where the company excludes all street name shares. No company has cited in its proxy one example of shareholders of any company who succeeded in calling for a special shareholder meeting at any company that excludes all shares owned for less than a continuous year.

Thus Netflix seems to have 2 bullet-proof defenses to make sure that a special shareholder meeting will never be called due to the burden Netflix places on shareholders by these 2 under the radar exclusions.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Kutxabank Gestion SGIIC SAU. For
Anima Sgr For A lower ownership threshold would provide for a more useful special meeting right for shareholders.
EFG Asset Management For A vote FOR this proposal is warranted as a lower ownership threshold would provide for a more useful special
meeting right for shareholders.
Rothschild & co Asset Management For

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