NETFLIX INC0001065280false00010652802024-06-062024-06-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 6, 2024
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NETFLIX, INC.
(Exact name of registrant as specified in its charter)
__________________________________
Delaware001-3572777-0467272
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
121 Albright Way, Los Gatos, California
95032
(Address of principal executive offices)(Zip Code)

(408) 540-3700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
__________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareNFLXNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Netflix, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). As of April 8, 2024, the Company’s record date, there were a total of 430,901,161 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 372,374,851 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. For more information about the following proposals, see the Company’s definitive proxy statement, dated April 18, 2024.
The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each matter voted upon are set forth below.

1. The following individuals were elected at the Annual Meeting to serve until the 2025 annual meeting of stockholders, by the following votes:

 
NomineeForAgainstAbstainBroker Non-Votes
Richard Barton256,188,12778,599,064422,66437,164,996
Mathias Döpfner327,724,8867,037,750447,21937,164,996
Reed Hastings324,125,10310,522,870561,88237,164,996
Jay Hoag306,053,07928,371,235785,54137,164,996
Greg Peters329,022,9505,751,161435,74437,164,996
Ambassador Susan Rice332,153,5882,671,702384,56537,164,996
Ted Sarandos328,399,5726,412,404397,87937,164,996
Brad Smith324,223,20410,552,956433,69537,164,996
Anne Sweeney324,137,86210,668,083403,91037,164,996

2. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was approved by the following votes:
 
ForAgainstAbstain
357,945,97013,968,885459,996

3. The proposal to approve the Company's named executive officer compensation on a non-binding advisory basis was approved by the following votes:
 
ForAgainstAbstainBroker Non-Votes
275,463,53658,729,6391,016,68037,164,996

4. The non-binding stockholder proposal entitled, “Report on Netflix’s Use of Artificial Intelligence,” was not approved and received the following votes:
 
ForAgainstAbstainBroker Non-Votes
144,328,782189,038,2091,842,86437,164,996

5. The non-binding stockholder proposal entitled, “Corporate Financial Sustainability Proposal,” was not approved and received the following votes:
ForAgainstAbstainBroker Non-Votes
1,364,856331,950,0031,894,99637,164,996



6. The non-binding stockholder proposal entitled, “Director Election Resignation Bylaw Proposal” was not approved and received the following votes:
ForAgainstAbstainBroker Non-Votes
54,739,875279,374,5201,095,46037,164,996
7. The non-binding stockholder proposal entitled, “Amendments to the Code of Ethics and report on the board members’ compliance with the amended code,” was not approved and received the following votes:
ForAgainstAbstainBroker Non-Votes
18,615,502314,590,3962,003,95737,164,996
8. The non-binding stockholder proposal entitled, “Special Shareholder Meeting Improvement,” was not approved and received the following votes:
ForAgainstAbstainBroker Non-Votes
152,963,457181,512,647733,75137,164,996


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NETFLIX, INC.
Date:June 7, 2024
/s/ David Hyman
David Hyman
Chief Legal Officer and Secretary