NETFLIX, INC. | Exclusive board of directors at NETFLIX, INC.

Status
0.34% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
NFLX
Lead filer
National Center for Public Policy
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
"Resolved:

Shareholders of Netflix Inc. (the “Company”) request the Board of Directors to adopt a policy, and amend the bylaws as necessary, forbidding Company directors from simultaneously sitting on the boards of directors of other companies.

This policy would be phased in for the next election of directors in 2024. All Company directors who are currently directors at other companies would have to resign from those positions in order to meet the requirements for being nominated to the Board."

Supporting statement
"Supporting Statement:

Almost every Netflix director currently sits on the board of at least one other company:
- Ann Mather is also a director at Alphabet, Bumble and Blend Labs
-Brad Smith is also the Vice Chair and President of Microsoft
-Mathias Döpfner is also a director at Warner Music Group and is the Chairman and CEO of Axel Springer
-Ted Sarandos is also a director at Spotify
-Richard Barton is also a director at Qurate Retail, Artsy and Zillow, and is the CEO of Zillow
-Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton
-Timothy Haley is also a director at 2U, ThredUp and Zuora, and is a managing director at Redpoint Ventures and Institutional Venture Partners
-Leslie Kilgore is also a director at Nextdoor Holdings and Pinterest
-Strive Masiyiwa is also a director at Unilever, National Geographic Society and the Global Advisory board of Bank of America, and is the Chairman of Econet Group

Netflix isn’t alone in this regard – nearly all large corporations are guilty of contributing to the corporate incest problem that’s plaguing the management of American business. While this corporate practice may seem innocently cooperative to some, it creates a situation in which board members across corporations are interchangeable and thus have more allegiance to each other than they do to the companies they are supposed to serve. In other words, the sharing and swapping of board members between corporations has given rise to an elitist managerial class that has sway over most large companies at the same time.

Netflix Co-CEO Ted Sarandos is also a member of the Business Roundtable, an organization whose explicit purpose is to assemble high ranking executives from numerous large corporations under one shared vision for all businesses. We believe that the role of directors is to provide oversight of management independent of the interests of other companies. There is a potential conflict of interest for directors to oversee management of more than one business at the same time.

Currently, Netflix is a contributor to this problem. By adopting this proposal, the Company can become a leader amongst other large corporations in prioritizing the interests of shareholders over the interests of the managerial class."

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Kutxabank Gestion SGIIC SAU. Against
Anima Sgr Against Currently, there are no overboarding problems at Netflix and no convincing arguments have been raised for the adoption of a new and potentially disruptive policy.
EFG Asset Management Against A vote AGAINST this proposal is warranted. There are no current concerns with overboarding at Netflix and the
proponent has not raised a compelling argument for adopting a novel and potentially disruptive policy.
Rothschild & co Asset Management Against

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