The CEO wasn’t even the company’s highest paid exec last year: That honor went to Chief Content Officer Ted Sarandos who made $6.5M, according to the Netflix proxy just filed at the SEC. The big change for Reed Hastings was a drop in the value of his option awards, which were unusually high in 2011. Last year’s package consisted of $509,615 in salary, $5M in option awards, and $966 in other compensation — relatively modest amounts compared to most media moguls. Hastings also owns 4.5% of Netflix shares and benefited from the 29% increase in Netflix’s stock price last year (not to mention the 133% gain so far in 2013). His 2012 compensation is 1.4 times the median for the company’s four other top executives including Sarandos, comfortably below the level (3 times) that worries corporate governance watchdogs. Still, there could be some tension at the annual meeting on June 7 in Los Gatos, Calif. Shareholders will propose several changes that the Netflix board opposes. One would require that all board members be elected annually, instead of to staggered 3-year terms. Proponents say it would enable shareholders to hold directors accountable; the company counters that it would make Netflix vulnerable to “the often short-term focus of special interests” and potential acquirers. NYC Comptroller John Liu — who’s also tangling with Cablevision — wants Netflix to make the Chairman independent of management to avoid conflicts of interest. The board says that making one person CEO and chairman “facilitates information flow between management and the Board.” Other proposals that Netflix opposes would make it easier for shareholders to nominate board candidates in the company proxy, and pass changes to the bylaws with a majority vote.

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