The Netflix Merger Needs Your Vote, Which is Adorable Because You’re Absolutely Not Voting
Your shareholder vote is somewhere. Probably.
There was a time, not that long ago (but definitely before wi-fi), when owning shares in a public company meant something.
Ownership was personal. It came with familiarity and a feeling of involvement.
Then the world went digital, and everything went public.
The stock market stopped being a small club and became a giant machine that sells fractional ownership in tens of thousands of companies you will never use, never visit, and cannot pronounce.
You can now accumulate a meaningful interest in Apple between sips of coffee and a stake in Caterpillar without a clue what Caterpillar actually does.
And so, owning stock is now frictionless, and so is ignoring what that ownership is supposed to involve. Your voting rights are still there. They’re just buried under convenience, index funds, and the collective understanding that someone else will handle it.
So, if you’re not voting, who is?
It is technically, legally, spiritually true-ish that corporations are “owned” by their shareholders.
In practice, people are busy.
Managers work for the shareholders, shareholders can theoretically vote to hire and fire the managers, approve mergers, veto the CEO’s trillion-dollar pay package, etc. That’s the story we all agree to tell.
And all of this sounds great until you meet an actual shareholder.
Most modern shareholders are normal people with jobs and families. Absolutely none of them wake up thinking, “Today I must research the Netflix merger to properly cast my vote.”
NFLX is 0.016% of your portfolio. You own approximately 0.00000000003% of it.
If you own shares, you are legally entitled to vote on things like mergers. But common sense and history tells us you will definitely not.
These people vote your shares:
You don’t want a world where managers run around enriching themselves. So someone has to watch them. And because you can’t, and won’t, this gets automatically delegated to a few groups whose entire job is to care on your behalf:
1. Boards of Directors
The board is supposed to hire and fire the CEO, approve mergers, and occasionally ask shareholders, “You cool with this?”
In theory, you elect them. In practice, the board elects itself. Board seats run unopposed 99% of the time.
Board members usually get paid in stock and like being rich. So they, like you, would also prefer the share price to go up.
2. Fund Managers
Most trading volume comes from things like indexes and pension funds. This means even if you don’t own Netflix directly, your index fund does.
Which means someone like Vanguard owns Netflix for you.
Vanguard is run by very nice people in very nice offices who have probably never set foot inside Netflix’s offices. But they will vote your shares without asking what you think.
You’re delighted to outsource this. You are paying them not to bother you.
And they actually care, sort of, because you are kind of their customer, and they want to look professional.
3. Proxy Advisors
But what about the little funds? The ones who can’t hire a dozen analysts to ponder Netflix’s next merger.
They can’t not read the voting package. So, they outsource their outsourcing to companies like ISS and Glass Lewis: the proxy-advisory duopoly.
These companies get paid to probably skim every shareholder vote and issue recommendations that your investment manager’s fund adopts without blinking.
ISS says, “yeah, this merger is fine,” and suddenly millions of votes fall into line.
These advisories don’t own stock, so they don’t get richer if the company does better. They get paid to…have opinions? Sometimes these opinions are about corporate governance; sometimes these opinions are about how deeply offended they are by the number of commas in the merger agreement.
You want returns, not homework.
After all this outsourcing, your vote1 on the Netflix merger ends up travelling more than you did this year. You’re cool with letting your microscopic vote venture off into the hands of others because you were busy doing literally anything else.
By the time your vote is cast, it still counts as your vote. Almost like you spent your evenings weighing the strategic merits of a multibillion-dollar merger instead of watching Netflix.
But this is the beauty of the system: it spares you. It knows you have a life.
So the system quietly appoints caretakers—boards, big investment firms, proxy advisers—whose entire job is to pretend you’re deeply engaged, even though you absolutely are not.
And honestly? That’s fine. You wanted to buy a stock, not a second job. The pros can handle the voting. You’ve got shows to watch.
This is technically a Warner shareholder vote. I used Netflix because you know what Netflix is, and had no idea what Warner Bros. Discovery Inc. did until two weeks ago.