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Netflix shareholders to vote on directors, exec pay

Video-rental service schedules annual stakeholders meeting for June. Compensation for company's executives will be discussed.

Three members of the Netflix board of directors are up for re-election, including founder and CEO Reed Hastings, at the annual shareholders meeting scheduled for June 3, the company said Wednesday.

The Web's top video-rental site said the meeting will be held at the company's headquarters in Los Gatos, Calif. One of the other items on the agenda is a nonbinding vote on executive compensation, which is now a requirement under the the Dodd-Frank Act of 2010. This is the so-called say-on-pay requirement. Stockholders are to be given a chance to cast an advisory vote on the compensation of executive officers.

Netflix's board "unanimously recommended" in the company's filing Wednesday with the Securities and Exchange Commission that shareholders approve the executive compensation laid out by the board.

Other items listed on the agenda:

• To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2011
• To approve our 2011 Stock Plan
• To receive a nonbinding advisory vote on the frequency of votes on executive officer compensation
• To consider a stockholder proposal regarding majority voting, if properly presented at the meeting

Hastings, who is also Netflix's board chairman, is a shoe-in to be re-elected. In the past year, under Hastings' stewardship, the company's stock has soared, the number of subscribers has risen by more than 60 percent, and the streaming service is popular with consumers as well as investors.

In addition to Hastings, current board members Jay C. Hoag and George "Skip" Battle, are up for re-election. Hoag, a Netflix director since 1999, is the founding partner at venture capital firm Technology Crossover Ventures. Battle, a director since 2005, is the former CEO of Ask Jeeves.

Below is a chart showing the compensation of some of the Netflix executive team.