Netflix Statement Re Proposal #4: Right to Call Special Meetings
This proposal simply asks for a shareholder right to call a special meeting. Special meetings are a way to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. That is important because there could be 15-months between annual meetings. The 15% threshold is still well above the 10% allowed by law, which many other companies provide. Emergencies do happen. 64% of S&P 500 companies provide for special meetings.
Let me also put this proposal in context.
Last year a majority of shares were voted in favor of proxy access, to declassify the board, a majority vote for electing directors and to eliminate all supermajority voting requirements. As far as I know, none of those proposals were implemented by the Board.
In 2016 a majority of shares were voted in favor of proxy access, reducing supermajority vote requirements, and declassifying the board.
In 2015 similar proposals were voted and won. A majority of shareholders also voted against director Barton, who, although he lost, is up for reelection this year.
In 2014 a majority voted to declassify the board and to require a majority vote to elect directors.
I could keep going back in time but you get the picture. The voice of shareholders is being ignored and has been ignored for many years.
Once again, let’s send a message to the Board. Please vote FOR proposal #4 to provide for special meetings. Hopefully, the Board will get the message. Shareholders want good governance.