Welcome to Netflix's 2025 Annual Meeting of Stockholders. I will now turn the call over to Netflix's Assistant Secretary, Reg Thompson, to begin the meeting.
Good afternoon. My name is Reg Thompson, and I am the Assistant Secretary of Netflix Inc. It is my pleasure to welcome you to the company's 2025 Annual Meeting of Stockholders. The Annual Meeting is now called to order. This meeting is being held to consider the proposals listed in the proxy statement previously delivered to you and to conduct such other business as may properly come before the meeting. Broadridge Financial Solutions has provided a signed affidavit that the notice of the meeting and internet availability of the proxy materials were mailed beginning April 17, 2025, and it went to all stockholders of record as of April 7, 2025, our record date. The Inspector of Elections, Lou Larson, a representative of Broadridge, has confirmed a quorum is present, so the meeting is duly constituted and the polls are now open.
We have three management proposals on the ballot that will be voted on at this meeting. One, the election of directors. Two, ratification of the appointment of Ernst & Young as our independent auditors for the year ending December 31, 2025. Three, advisory approval of our named executive officer compensation. We also have five stockholder proposals on the ballot. The sponsors of these proposals wish to make a brief presentation, so we will call on them now. Operator, please play the pre-recorded presentation from Andrea Ranger for proposal four.
Good afternoon to the board, management, and fellow shareholders. My name is Andrea Ranger, Director of Shareholder Advocacy at Trillium Asset Management, and I hereby move proposal number four, which asks Netflix's Board of Directors to issue a climate transition plan describing how the company intends to meet its climate targets. First, we commend Netflix for unequivocally acknowledging the systemic risks posed by climate change and for addressing these risks by setting ambitious 2030 science-based greenhouse gas emissions reduction targets, which include a 46% reduction in its operational emissions and a 55% reduction in its value chain emissions intensity. Setting targets is a critical first step. However, investors are increasingly requesting that companies issue climate transition plans, which are forward-looking disclosures that articulate companies' time-bound goals, strategies, and tactics.
Comprehensive plans include key assumptions, transition pathways, uncertainties, scenario analyses, milestones, and contingency plans that can help investors better assess companies' emissions, saving plans, and efforts. By engaging in a comprehensive and enterprise-wide process of developing and publishing a climate transition plan, we believe Netflix could reduce the possibility of misjudging the action steps, investments, and timing needed to meet its targets. As a consumer-facing company with millions of customers and strong brand recognition, failing to meet its climate commitments could expose the company to reputational risk from customers, public interest NGOs, and the general public. In its opposition statement, Netflix cites concerns that mandatory disclosures of climate transition plans are evolving, suggesting this as a barrier to delivering a meaningful plan to investors.
The CDP, which is a well-regarded environmental data disclosure platform, has found "strong alignment among leading disclosure frameworks on the preferred content of a transition plan." Moreover, companies across a range of industries have already published leading climate transition plans, offering valuable examples of best disclosure practices that Netflix can draw upon. Notable leaders in this space include Ball Corporation, National Grid, Unilever, Levi Strauss , General Mills, Intel, Danone, and Procter & Gamble. Ultimately, by implementing the proposal's recommendations, we believe Netflix will be better positioned to inform investors about the potential challenges and opportunities it may encounter in the critical years leading up to its 2030 climate goals. For this reason, we urge you to vote for proposal number four. Thank you.
Thank you. Operator, please open the line for John Chevedden for proposal five.
Hello, this is John Chevedin. Proposal five, special shareholder meeting proposal that won 45% Netflix shareholders' support. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners a combined 15% of outstanding common stock the power to call a special shareholder meeting. Netflix attached a big string to its current 25% stock ownership requirement to call for a special shareholder meeting by excluding all shares that are not held for a full continuous year. Thus, to make up for the exclusion of all shares held for less than a full continuous year, the new threshold at Netflix should reasonably be set at 15%. Since a special shareholder meeting can be useful in replacing a director, a new stock ownership requirement may be an incentive for Netflix directors to maintain or improve their performance and, in turn, improve Netflix shareholder value.
For instance, one Netflix director has excessive 23 years tenure and received 78 million against votes in 2024. This was 10 times the against votes of a number of other Netflix directors. This proposal won 45% Netflix shareholder support at the 2024 Netflix Annual Meeting. A company should soon adopt a proposal that receives 45% support because it takes a lot more shareholder conviction to vote contrary to management directions than to automatically follow management directions on all ballot items. The overwhelming majority of shareholders who voted for this proposal in 2024, contrary to the management recommendation, voted in unison with management on all management ballot items. There is no concern that allowing 50% of shares to call for a special shareholder meeting is too easy.
It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow 15% or less of shareholders to call for a special shareholder meeting. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting. On the other hand, with the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and Netflix bylaws need to be updated accordingly. Please vote yes to the special shareholder meeting proposal that won 45% Netflix shareholder support, proposal five.
Thank you. Operator, please open the line for Sister Susan Mika for proposal six.
Good afternoon. I'm Sister Susan Mika, and today I'm representing the Benedictine Sisters in Atchison and in Mexico who filed the resolution. It says, "Be it resolved, shareholders urge the board of directors of Netflix to amend the publicly available code of ethics to expand the topic of inclusive and respectful work environment, addressing key issues such as non-discrimination, anti-harassment, and whistleblower protection." In September of 2023, Netflix did update its code of ethics, but we feel that there are still critical areas which lack sufficient detail to align with best practices. In our resolution, we give examples of some of those areas that we feel there are some gaps. We just feel that Netflix's reputation relies on fostering a culture of inclusion and accountability across all organizational levels, including its boards.
We feel like enhancing this code of ethics to reflect on some of these priorities would reinforce Netflix's leadership in this area, reduce reputational and operational risk, and strengthen its ability to attract and retain top talent and collaborators from diverse backgrounds. Last year, we did have a good discussion with Netflix on this topic, and in 2025, we gave a number of dates to meet, but the company chose not to meet. I move our proposal number six forward, and I invite you to vote for resolution six on the 2025 proxy ballot. Thank you for your time today.
Thank you. Operator, please open the line for Stefan Padfield for proposal seven.
My name is Stefan Padfield, and I am the Executive Director of the Free Enterprise Project, which is part of the National Center for Public Policy Research. The National Center is the proponent of proposal seven, which asks Netflix to issue a report assessing how the company's affirmative action initiatives impact the company's risks related to actual and perceived discrimination on the basis of protected categories under civil rights law. Why do Netflix shareholders need such a report? First, as we set forth in our proposal, Netflix apparently continues to practice affirmative action in a variety of ways despite the fact that the U.S.
Supreme Court ruled in 2023 that discriminating on the basis of race in college admissions violates the Equal Protection Clause of the 14th Amendment, and as a result, the legality of corporate affirmative action programs has been called into question, with 13 attorneys general warning that this case implicates corporate affirmative action programs as well. Subsequent cases have only further solidified this position. Notably, around the same time as that case, Starbucks was successfully sued for reverse discrimination with resulting damages of $25.6 million for a single case. Second, the company's opposition statement is essentially non-responsive, as demonstrated most clearly by the fact that none of the four examples of corporate affirmative action we cite in our proposal are even mentioned.
Instead, Netflix essentially wants shareholders to believe that there's nothing to see here because Netflix has "relevant policies." If those policies were effective, we shouldn't see these glaring examples of affirmative action. Unfortunately, the most likely outcome here is that our proposal will be defeated by a combination of apparently biased and conflicted proxy advisors, asset managers, and corporate executives, leaving the true and ultimate owners of the company stuck with race and sex discrimination being conducted with their money in the name of diversity and inclusion.
Accordingly, I ask the board to adopt our proposal independently in order to satisfy its fiduciary duties, and when it does so, it might consider that Jason Riley, a fellow at the Manhattan Institute and a columnist for the Wall Street Journal, who previously authored books such as Please Stop Helping Us: How Liberals Make It Harder for Blacks to Succeed, just published his latest book, The Affirmative Action Myth: Why Blacks Don't Need Racial Preferences to Succeed. As one reviewer noted, Jason Riley dissects the false promises and actual damages of race-based policies. In fact, every inequality cited to justify race and sex discrimination in the name of affirmative action can be better addressed on a colorblind basis.
As just one example, if low test scores create hiring pipeline problems, colorblind initiatives to raise the floor for all students will necessarily positively impact diversity without all the costs of obsessively dividing us on the basis of race and sex.
Thank you. Operator, please play the pre-recorded presentation from Todd Russ for proposal eight.
Netflix Proposal Eight. I'm Todd Russ, Treasurer for the state of Oklahoma and Chairman of the Board of Investors for Oklahoma's Tobacco Settlement Endowment Trust, follower of item number eight, asking Netflix to commit to political neutrality in its charitable giving. Netflix says it champions a culture of inclusion and belonging for employees from all backgrounds. If everyone truly belongs, then political neutrality should be part of that value judgment. It is not. Netflix is still scored on the Human Rights Campaign's Corporate Equality Index. This index requires companies to take radical actions such as covering the cost of puberty blockers for children in the guise of healthcare access. Netflix rating on the index indicates that it does this. Netflix also stoked controversy regarding the sexualization of children with its choice to stream the 2020 film Cuties.
The company wasn't just criticized for depicting child sexualization. The choice, the platform Cuties, opened up our company to criminal felony charges. Netflix also faced backlash over glamorizing sexual abuse with its 2018 film Baby. If these films create risk, working with organizations advocating for puberty blockers is riskier and not compatible with fiduciary duty. Let's be clear, sexual content involving children has no place on Netflix platforms, and irreversible hormone regimens have no place in Netflix policies. There's nothing pro-business about supporting child sexual content or working with groups that advance radical social activism. The litigation risk of all forms of exploitation of children is unavoidable. Shareholders are right to expect Netflix to commit to political neutrality going forward. It's time for Netflix to ditch these non-business endeavors and recenter on being an entertainment company. On behalf of ordinary American shareholders, let's get back to business at Netflix.
Thank you.
That concludes the presentation of proposals. The board of directors recommends that stockholders vote for all directors, for proposals two and three, and against proposals four, five, six, seven, and eight. If you previously voted via the internet, telephone, or mail, you don't need to take any further action. If you didn't previously vote or wish to change your vote, you may do so now by following the instructions on the virtual annual meeting platform. The polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. The final results will be tabulated by the inspector of elections and will be reported in a Form 8-K within four business days of today's meeting. The following leadership team members and directors are present at today's annual meeting.
From the leadership team, we have Ted Sarandos, our Co-CEO, Greg Peters, Co-CEO, David Hyman, Chief Legal Officer, Spence Neumann, CFO, Bella Bajaria, our Chief Content Officer, Cliff Willems, our Chief Global Affairs Officer, and Marion Lee, our Chief Marketing Officer. From the board, we have directors Reed Hastings, Jay Hoag, Leslie Kilgore, Ambassador Susan Rice, Anne Sweeney, Strive Masiyiwa, and Richard Barton. Also present are Steven Meyer from Ernst & Young, our independent registered public accounting firm, and Emily Barton, Netflix's Director of ESG. Steven will be available to answer any questions for our auditors. This concludes our annual stockholders meeting. There being no further business, I declare that the annual meeting of stockholders is hereby concluded. I'll hand it over to Emily.
Thank you, Reg. Since there were no relevant stockholder questions submitted for the auditors, we will now end this call. Thank you all for participating.
The meeting has now concluded. Thank you for joining, and have a pleasant day.
Everyone else has left the call.
The host has ended this call. Good.