CalSTRS Majority Vote Proposal Wins Approval at Netflix Annual Meeting
Shareholders overwhelmingly approve four of five proposals presented.

News release Ricardo Duran

WEST SACRAMENTO, CA. – The California State Teachers’ Retirement System (CalSTRS) today announced Netflix shareholder support for its proposal (No. 5) requiring uncontested directors receive a majority of votes cast in order to be seated.

The CalSTRS proposal received the support of 66 percent of shareholders at the June 7, 2013 Netflix annual meeting in Los Gatos, California. CalSTRS supported all five shareholder proposals presented at the meeting. Four of the five proposals received majority shareholder approval.

“The number of shareholder proposals presented at Netflix demonstrates the company’s need for an improved governance structure,” said CalSTRS Director of Corporate Governance Anne Sheehan. “We expect the board to take swift action to implement those proposals that received support from a majority of Netflix shareholders.”

Netflix Shareholder Proposal Voting Result*
Proposal For
(percentage of votes cast)
Against Abstain
4: Repeal Company Classified Board 35,203,708
4,339,381 259,616
5: Majority Voting in Uncontested Director Elections 32,109,849
7,437,644 255,545
6: Independent Board Chair 29,040,296
10,514,832 247,577
7: Proxy Access for Shareholders 1,737,431
37,911,313 154,204
8: Simple Majority-Vote Right 32,143,280
7,513,385 146,040
*Percentages based on  48,422,348 shares of common stock

The majority vote proposal at Netflix was part of the broader CalSTRS-led majority vote campaign.

“We sent letters to more than 100 companies as part of the campaign. More than 80 percent of those with which we engaged either adopted a majority vote prior to our filing a proposal or implemented a majority vote so we withdrew our proposal,” Sheehan said.  “We attribute our success – which translates to value for all shareholders – to our continuous positive corporate engagement.”

The California State Teachers’ Retirement System, with a portfolio valued at $166 billion as of May 31, 2013, is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans. CalSTRS also provides disability and survivor benefits. For 100 years, CalSTRS has served California’s public school educators and their families, who today number 862,000 from the state’s 1,600 school districts, county offices of education and community college districts.