Proxy Blog

Netflix, Inc.

May 12, 2020

The annual proxy for this media-services provider had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposal on stock plan 
  3. Shareholder proposals on political disclosures, simple majority vote, and EEO policy risk 

Magni voted as follows: 

  1. For and against proforma proposals.
    For directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against say-on-pay” – The lack of benchmarking prevents support for this proposal. 
  2. For board proposal on stock plan – Stock plans align the interests of the board and management team with the shareholders, while employee purchasing of company shares is a good way to engage the employees in the long-term success of the company. 
  3. For and against shareholder proposals.
    Against political disclosures – This proposal focuses a lot of attention on industry and trade organizations. It is in the shareholders’ interest for the company to be active in such groups. A lot of the activities and funding go to issues unrelated to politics.
    For simple majority voting – Many supermajority (vs simple majority) requirements are a legacy of the 1980s.
    -Against EEO policy risk – This proposal is different than it sounds. The shareholder wants political factors to be a part of diversity reporting. The supporting statement does not identify any issues at the company. Rather, it uses general criticism of the technology industry as the basis for the proposal. This company is well governed. Unless there are material allegations against the company, Magni does not need to consider supporting the proposal.