Netflix, Inc.
Ticker: NFLX
Meeting date: 03/06/2021
Meeting type: Annual
| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1a | Proposal Elect Director Richard N. Barton Vote rationale: Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings. Global Voting Guidelines Time commitment of board members | Mgt rec For | Vote Withhold |
| 1b | Proposal Elect Director Rodolphe Belmer | Mgt rec For | Vote For |
| 1c | Proposal Elect Director Bradford L. Smith Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | Mgt rec For | Vote Withhold |
| 1d | Proposal Elect Director Anne M. Sweeney | Mgt rec For | Vote For |
| 2 | Proposal Ratify Ernst & Young LLP as Auditors | Mgt rec For | Vote For |
| 3 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation | Mgt rec For | Vote For |
| Shareholder proposals | |||
| 4 | Proposal Report on Political Contributions Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting | Mgt rec Against | Vote For |
| 5 | Proposal Adopt Simple Majority Vote Vote rationale: Anti-takeover measures are generally not in the interest of shareholders, and the introduction of such measures should, at a minimum, be subject to shareholder approval. We define anti-takeover measures to include any mechanism likely to deter or frustrate takeovers. Global Voting Guidelines | Mgt rec Against | Vote For |
| 6 | Proposal Improve the Executive Compensation Philosophy | Mgt rec Against | Vote Against |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:
- This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
- No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
- To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
- Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
- Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
- Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.