NETFLIX, INC.
NASDAQ: NFLX Meeting Date: 6/09/2014
Proponents of network neutrality are likely to be skeptical of recent mergers of major providers of internet service and cable content, which promise to reshape the media landscape (see Comcast’s purchase of Time Warner Cable and AT&T’s $48.5 billion purchase of DirecTV). As the F.C.C. positions itself to regulate disclosure surrounding provisions for preferential data lanes, Netflix recently announced deals with Comcast and Verizon intended to bolster the speed with which subscribers of those providers receive Netflix content. But while the ways in which media content is delivered to the consumer are changing rapidly, one familiar theme plays on like a broken record at Netflix: a sustained failure to respond to majority-approved shareholder proposals. Beginning in 2011 with a shareholder proposal to eliminate supermajority voting provisions, which was approved by 72% of votes cast, the Netflix board has remained mum in its response to proposals receiving a substantial majority of support. In 2012 and 2013, shareholder proposals requesting that the board eliminate its classified structure were approved by 75% and 88% of votes cast, respectively. Also in 2013, shareholder proposals seeking to establish majority voting for director elections, separate the roles of chairman and CEO, and eliminate supermajority voting provisions received, on average, 80% support. Most of these heavily-supported proposals are again included on this year’s agenda and shareholders should consider whether the board has their best interests in mind in recommending a vote ‘against’ on each of these proposals.
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