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
__________________________________
NETFLIX, INC.
(Exact name of registrant as specified in its charter)
__________________________________
Delaware
001-35727
77-0467272
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
NFLX
NASDAQ 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:
Nominee
For
Against
Abstain
Broker Non-Votes
Richard Barton
256,188,127
78,599,064
422,664
37,164,996
Mathias Döpfner
327,724,886
7,037,750
447,219
37,164,996
Reed Hastings
324,125,103
10,522,870
561,882
37,164,996
Jay Hoag
306,053,079
28,371,235
785,541
37,164,996
Greg Peters
329,022,950
5,751,161
435,744
37,164,996
Ambassador Susan Rice
332,153,588
2,671,702
384,565
37,164,996
Ted Sarandos
328,399,572
6,412,404
397,879
37,164,996
Brad Smith
324,223,204
10,552,956
433,695
37,164,996
Anne Sweeney
324,137,862
10,668,083
403,910
37,164,996
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:
For
Against
Abstain
357,945,970
13,968,885
459,996
3. The proposal to approve the Company's named executive officer compensation on a non-binding advisory basis was approved by the following votes:
For
Against
Abstain
Broker Non-Votes
275,463,536
58,729,639
1,016,680
37,164,996
4. The non-binding stockholder proposal entitled, “Report on Netflix’s Use of Artificial Intelligence,” was not approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
144,328,782
189,038,209
1,842,864
37,164,996
5. The non-binding stockholder proposal entitled, “Corporate Financial Sustainability Proposal,” was not approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
1,364,856
331,950,003
1,894,996
37,164,996
6. The non-binding stockholder proposal entitled, “Director Election Resignation Bylaw Proposal” was not approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
54,739,875
279,374,520
1,095,460
37,164,996
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:
For
Against
Abstain
Broker Non-Votes
18,615,502
314,590,396
2,003,957
37,164,996
8. The non-binding stockholder proposal entitled, “Special Shareholder Meeting Improvement,” was not approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
152,963,457
181,512,647
733,751
37,164,996
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.
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