UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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NETFLIX, INC.

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Netflix, Inc.
100 Winchester Circle
Los Gatos, California 95032
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2016

6, 2019

To the Stockholders of Netflix, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Netflix, Inc., a Delaware corporation (the “Company”), will be held on June 9, 20166, 2019 at 3:3000 p.m. local time atPacific Time. You can attend the Company’s corporate headquarters at 100 Winchester Circle, Los Gatos, California 95032,Annual Meeting via the internet, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/nflx2019 (there is no physical location for the Annual Meeting). You will need to have your16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

1.

To elect threefour Class II directors to hold office until the 20192022 Annual Meeting of Stockholders;

2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016;2019;

3.

Advisory approval of the Company’s executive officer compensation;

4.

To consider fourtwo stockholder proposals, if properly presented at the meeting;Annual Meeting;

5.

To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our common stock at the close of business on April 11, 20168, 2019 can vote at this meeting or any adjournments that may take place.

All stockholders are cordially invited to attend the meeting in person.

via the internet.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at the address of the Company’s executive offices noted above.

located at 100 Winchester Circle, Los Gatos, CA, 95032.

By order of the Board of Directors

LOGO

David Hyman

General Counsel and Secretary

April 27, 2016

23, 2019

Los Gatos, California

YOUR VOTE IS IMPORTANT. PLEASE VOTE OVER THE INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.MEETING VIA THE INTERNET. IF YOU RECEIVED A PAPER PROXY CARD AND VOTING INSTRUCTIONS BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE, OR VOTE BY PHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.



NETFLIX, INC.
100 Winchester Circle
Los Gatos, California 95032
MEETING VIA THE INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2019: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

LOGO

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2016

6, 2019

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The attached proxy is solicited on behalf of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company”), for use at the Annual Meeting of Stockholders to be held on June 9, 2016,6, 2019, at 3:3000 p.m. local timePacific Time (the “Annual Meeting”), or at any adjournment or postponement of this meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual MeetingStockholders and form of proxy. This year’s annual meeting will be held atentirely via the Company’s corporate headquarters at 100 Winchester Circle, Los Gatos, California 95032.

internet. Stockholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/nflx2019. To participate in the annual meeting, you will need the16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet.internet. Accordingly, the Company will mail, on or about April 27, 2016,23, 2019, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 11, 2016,8, 2019, referred to as the Record Date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders will have the ability to access all of the proxy materials athttp://ir.netflix.com/annuals.cfm.www.netflixinvestor.com/financials/annual-reports-and-proxies. Should you request it, we will make paper copies of these proxy materials available free of charge. To request a copy, please send your request to the Company’s Secretary at the address listed above.

below.

Our principal executive offices are located at 100 Winchester Circle, Los Gatos, California 95032, and our telephone number is(408) 540-3700. Our Internetinternet website address iswww.netflix.com. You may find our SEC filings, including our annual reports on Form10-K, on our Investor Relations website athttp:https://ir.netflix.com/sec.cfm.

www.netflixinvestor.com/financials/sec-filings.

Revocability of Proxies

You may change your vote at any time prior to the vote at the Annual Meeting. If you are a stockholder of record as of the Record Date, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to the Company’s Secretary at the address above prior to your shares being voted, or by attending the Annual Meeting and voting in person.via the internet. Attendance at the meeting will not cause your previously

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granted proxy to be revoked unless you specifically make that request. For shares you hold beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

via the internet.

Voting and Solicitation

Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 428,298,804437,219,953 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on that date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

You may vote via the internet by going towww.proxyvote.com and following the instructions on the screen. As explained in greater detail in the Notice of Internet Availability of Proxy Materials, to vote your shares, you may vote via the internet by visitingwww.proxyvote.com and having available your16-digit control number(s) contained on your Notice of Internet Availability of Proxy Materials. If you received your proxy materials by mail, you may vote by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided, or you may vote by phone by following the instructions on your proxy card. You may vote via the internet or by phone up until 8:59 PM Pacific Time on June 5, 2019. If you vote by mail, your proxy card must be received by June 5, 2019. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/nflx2019 and vote your shares during the Annual Meeting.

Properly delivered proxies will be voted at the Annual Meeting in accordance with the specifications made. Where no specifications are given, such proxies will be voted “FOR” all nominees, “FOR” proposals Two and Three, and “AGAINST” proposals Four Five, Six, and Seven.Five. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Annual Meeting. If, however, any matter not described in this Proxy



Statement is properly presented for action at the Annual Meeting, the persons named as proxies in the enclosed form of proxy will have authority to vote according to their own discretion.

The required quorum for the transaction of business at the Annual Meeting is the presence via the internet or by proxy of holders of a majority of the votes eligible to be cast by holders of shares of common stock issued and outstanding onand entitled to vote at the annual meeting as of the Record Date. Shares that are voted “FOR,” “AGAINST,” “WITHHELD” or “ABSTAIN,” referred to as the Votes Cast, are treated as being present at the Annual Meeting for purposes of establishing a quorum. An abstention will have the same effect as a vote against a proposal.proposals Two through Five. Brokernon-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but suchnon-votes will not be counted for purposes of determining the number of Votes Cast with respect to the particular proposal on which a broker has expressly not voted.any proposal. Thus, a brokernon-vote will not affect the outcome of the voting on a particular proposal.proposals One through Five. A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.

If you hold your shares through a broker, bank or other nominee (“street name”) it is critical that you cast your vote if you want it to count in the election of directors (Proposal One of this Proxy Statement),

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advisory approval of executive officer compensation (Proposal Three of this Proxy Statement), or any of the stockholder proposals (Proposals Four and Five of this Proxy Statement). Thus, if you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the election of directors, no vote will be cast on your behalf.

behalf on these proposals.

The cost of soliciting proxies will be borne by the Company. The Company may reimburse banks and brokers and other persons representing beneficial owners for their reasonableout-of-pocket costs. The Company may use the services of its officers, directors and others to solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation.

If you vote using the internet or by phone, you may incur data or telephone usage charges from internet access providers or phone companies. The Company will not reimburse those costs.

Stockholder Proposals

Proposals of stockholders

Stockholder proposals that are intended to be presented at our 20172020 Annual Meeting of Stockholders in theour proxy materials for such meeting must comply with the requirements of SEC Rule14a-8 and must be received by our Secretary no later than December 28, 201625, 2019 in order to be included in theour Proxy Statement and proxy materials relating to our 20172020 Annual Meeting of Stockholders. Stockholder nominations for director that are intended to be presented at our 2020 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with our bylaws and must be received by our Secretary no earlier than November 25, 2019 and no later than December 25, 2019 in order to be considered for inclusion in our Proxy Statement and proxy materials relating to our 2020 Annual Meeting of Stockholders. A stockholder proposal or a nomination for director or on any other matter that will not be included in our Proxy Statement and proxy materials, but that a stockholder intends to present in personvia the internet at the meeting, must generally be submitted to our Secretary no earlier than February 11, 2017,8, 2020, and no later than March 13, 2017.9, 2020. Such proposal or nomination must also comply with the requirements set forth in our bylaws. Proposals and nominations should be mailed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary. Our bylaws have been filed with the SEC and are available at www.sec.gov.

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PROPOSAL ONE  ELECTION OF DIRECTORS

Nominees

Three

Four Class II directors, Timothy M. Haley, Leslie Kilgore, Ann Mather and Ambassador Susan Rice, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Timothy M.Mr. Haley, LeslieMs. Kilgore, Ms. Mather and Ann Mather,Ambassador Rice, each of whom is currently a director of the Company. If Mr. Haley, Ms. Kilgore, or Ms. Mather and Ambassador Rice is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Mr. Haley, Ms. Kilgore, and Ms. Mather and Ambassador Rice each has agreed to serve as a director of the Company if elected. The term of the office of director elected at this Annual Meeting will continue until the Annual Meeting of Stockholders held in 20192022 or until such director'sdirector’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal.

Required Vote

The three candidatesfour nominees receiving the highest number of affirmative Votes Cast will each be elected as Class II directors.

Netflix Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE NOMINEES LISTED BELOW.

Nominee

  

Age

 

Principal Occupation

Timothy M. Haley

  6164  Managing Director, Redpoint Ventures

Leslie Kilgore

  5053  Former Chief Marketing Officer of Netflix, Inc.

Ann Mather

  5559  Former Chief Financial Officer of Pixar

Susan Rice

54Former US Permanent Representative to the United Nations

Each nominee has extensive business experience, education and personal skills that qualifies him or her to serve as an effective Board member. The specific experience, qualifications and skills of Mr. Haley, Ms. Kilgore, and Ms. Mather and Ambassador Rice are set forth below. The Nominating Committee evaluates potential candidates for service on the Board.

Ambassador Rice was recommended by executive officers of the Company.

Timothy M. Haley has served as one of the Company’s directors since 1998. Mr. Haley is aco-founder of Redpoint Ventures, a venture capital firm, and has been a Managing Director of the firm since October 1999. Mr. Haley has been a Managing Director of Institutional Venture Partners, a venture capital firm, since February 1998. From June 1986 to February 1998, Mr. Haley was the President of Haley Associates, an executive recruiting firm in the high technology industry. Mr. Haley currently serves on the board of directors of several private companies. Mr. Haley holds a B.A. from Santa Clara University.

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As a venture capital investor, Mr. Haley brings strategic and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies. His executive recruiting background also provides the Board with insight into talent selection and management.

Leslie Kilgore has served as one of the Company’s directors since 2012. Since 2010, Ms. Kilgore has been a director of LinkedIn Corporation and serves as chair on its compensation committee. Ms. Kilgore served as the Company’s Chief Marketing Officer (formerly Vice President of Marketing) from 2000 until her resignation in February 2012. From February 1999 to March 2000, Ms. Kilgore served as Director of Marketing for Amazon.com, Inc., an Internet retailer. Ms. Kilgore served as a brand manager for The Procter & Gamble Company, a manufacturer and marketer of consumer products, from August 1992 to February 1999. She serves on the board of Nextdoor, where she is also a member of the compensation committee. Ms. Kilgore holds an M.B.A. from the Stanford University Graduate School of Business and a B.S. from The Wharton School of Business at the University of Pennsylvania.



Ms. Kilgore’s numerous managerial positions provide strategic and operational experience to the Board. Her experience as a marketing executive with Internetinternet retailers and consumer product companies provides a unique business perspective. As the former Chief Marketing Officer of Netflix, Ms. Kilgore deeply understands the Netflix business and is able to bring years of marketing experience to the Board.

Ann Mather has served as onea member of the Company’sour board of directors since 2010. Ms. Mather has also been a member of the board of directors of: Glu Mobile Inc., a publisher of mobile games, since September 2005, and serves on its nominating and governance committee; Google, Inc., since November 2005, and serves as a chair of its audit committee; MGM Holdings Inc. (“MGM”), the independent, privately-held motion picture, television, home video, and theatrical production and distribution company,company), since December 2010; Shutterfly, Inc., a manufacturer and digital retailer of personalized products and services, since May 2013; and Arista Networks, a provider of cloud networking services, since July 2013, and serves on its audit committee. She also serves as director for Veem, Planet and AirBnB. Ms. Mather has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. Ms. Mather was previously a director of: Central European Media Enterprises Group, a developer and operator of national commercial television channels and stations in Central and Eastern Europe, from 2004 to 2009; Zappos.com, Inc., a privately held, online retailer, until it was acquired by Amazon.com, Inc. in 2009; Ariat International, Inc., a privately-held manufacturer of footwear for equestrian athletes, from 2005 to 2012; and MoneyGram International, Inc., a global payment services company, and served as chair of its audit committee, from May 2010 to 2013;May 2013, and Solazyme, Inc., a renewable oil and bioproducts company, from April 2011 to November 2014. From 1999 to 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation studio. Prior to her service at Pixar, Ms. Mather was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. From 1993 to 1999, she held various executive positions at The Walt Disney Company, including Senior Vice President of Finance and Administration for its Buena Vista International Theatrical Division. Ms. Mather holds a Masterwas made an Honorary Fellow of Arts degree fromSidney Sussex College Cambridge University.

in October 2016.

Ms. Mather’s numerous managerial positions and her service on several public company boards provides strategic, operational and corporate governance experience to the Board. Her experience as an executive with several major media companies provides unique business perspective. As a former chief financial officer and senior finance executive at major corporations and her service on the audit committee of several publicly traded companies, Ms. Mather brings financial and accounting expertise to the Board.

Ambassador Susan Rice is currently a Distinguished Visiting Research Fellow at American University’s School of International Service,Non-Resident Senior Fellow at the Belfer Center for Science and

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International Affairs at Harvard’s Kennedy School of Government, and Contributing Opinion Writer for the New York Times.

From 2013-2017, Ambassador Rice directed the National Security Council staff, chaired the Cabinet-level National Security Principals committee, provided the daily national security briefing to President Barack Obama, and was responsible for the formulation, coordination and implementation of all aspects of the administration’s foreign and national security policy, intelligence and military efforts. From 2009 to 2013, she served as the US Permanent Representative to the United Nations and as a cabinet member.

Previously, Ambassador Rice held positions as US Assistant Secretary of State for African Affairs and as a Special Assistant to President William J. Clinton, Senior Director, and Director on the National Security Council staff. She was a Senior Fellow at the Brookings Institution in Washington DC from 2002-2008.

Ambassador Rice began her career as a management consultant with McKinsey and Company in Toronto, Canada. She has served on numerous boards, including the John F. Kennedy Center for the Performing Arts, Bureau of National Affairs, National Democratic Institute, and the US Fund for UNICEF.

As a US diplomat and National Security Advisor, Ambassador Rice brings her unique experience in government affairs and public policy matters to the Board.

Directors Not Standing For Election

The members of the Board whose terms or directorships do not expire at the Annual Meeting and who are not standing for election at this year’s Annual Meeting are set forth below:

Name

  

Age

 

Class/Term Expiration

A. George (Skip) Battle72Class III/2017

Reed Hastings

  55Class III/2017
Jay C. Hoag57Class III/2017
Richard N. Barton48Class I/2018
Bradford L. Smith57Class I/2018
Anne M. Sweeney 58 Class III/2020

Jay C. Hoag

60Class III/2020

Mathias Döpfner

56Class III/2020

Richard N. Barton

51Class I/20182021

Rodolphe Belmer

49Class I/2021

Bradford L. Smith

60Class I/2021

Anne M. Sweeney

61Class I/2021

Each of the directors has extensive business experience, education and personal skills in their respective fields that qualify them to serve as an effective Board member. The specific experience, qualifications and skills of each director is set forth below.

Reed HastingsA. George (Skip) Battleco-founded Netflix in 1997 and has served as one of the Company’s directors since 2005. Mr. Battle was previously Executive Chairman of the Board of Ask Jeeves, Inc. which was acquired by IAC/InterActiveCorp in July 2005. He was Chief Executive Officer of Ask Jeeves from 2000 to 2003. From 1968 until his retirement in 1995, Mr. Battle served in management roles at Arthur Andersen LLP and then Andersen Consulting LLP (now Accenture), where he became worldwide managing partner of market development and a member of the firm’s executive committee. Educated at Dartmouth College and the Stanford Graduate School of Business, Mr. Battle currently serves as Chairman of the Board of Fair Isaac Corporation and as a director of the following public companies: LinkedIn Corporation, Workday, Inc., and Expedia, Inc. He was previously a director of Advent Software, Inc., OpenTable, Inc., and the Masters Select family of mutual funds.



Mr. Battle brings business insight and experience to the Board. He was a business consultant for more than 25 years, has served as a chief executive officer and currently serves on a number of boards. As such, he brings to the Board strategic, operational, financial and corporate governance experience.
Reed Hastingsco-founded Netflix in 1997.
since inception.

In 1991, Mr. Hastings founded Pure Software, which made tools for software developers. After a 1995 IPO, and several acquisitions, Pure was acquired by Rational Software in 1997.

1997.

Mr. Hastings is an active educational philanthropist and served on the California State Board of Education from 2000 to 2004. He is currently on the board of several educational organizations including CCSA, Dreambox Learning, KIPP, and Pahara.

Mr. Hastings is also a board member of Facebook, and was on the board of Microsoft from 2007 to 2012.

Mr. Hastings received a BA from Bowdoin College in 1983, and an MSCS in Artificial Intelligence from Stanford University in 1988. Between Bowdoin and Stanford, Mr. Hastings served in the Peace Corps as a high school math teacher in Swaziland.

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AsCo-founder and Chief Executive Officer of Netflix, Mr. Hastings deeply understands the technology and business of Netflix. He brings strategic and operational insight to the Board. Mr. Hastings is also a software engineer and has unique management and industry insights.

Jay C. Hoag has served as one of the Company’s directors since 1999. Since 1995, Mr. Hoag has served as a founding General Partner at Technology Crossover Ventures, a venture capital firm. Mr. Hoag serves on the board of directors of Electronic Arts, Inc., TechTarget and Zillow Group, Inc., TripAdvisor and several private companies.companies, including Peloton. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at the Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management.

Richard N. Barton

Mathias Döpfner has served as one of the Company’s directors since September 2018. He is Chairman and CEO and (with 3 percent) one of the largest shareholders of Axel Springer SE in Berlin, Europe’s leading digital publishing house. Publishing brands include BILD, DIE WELT, BUSINESS INSIDER and POLITICO Europe. He has been with Axel Springer SE since 1998, initially aseditor-in-chief of Die Welt and since 2000 as a member of the Management Board. Since he became CEO of Axel Springer in 2002 he focused on digital transformation and revenues from digital activities increased from€117m to€2.5bn. EBITDA from digital went up from€-12 to€582m, accounting for 80 percent of the company’s EBITDA. He is a member of the Board of Directors of Warner Music Group, holds honorary offices at, among others, the American Academy, the American Jewish Committee, the Federation of German Newspaper Publishers (BDZV) and the European Publishers Council (EPC). In 2010, he was visiting professor in media at the University of Cambridge and became a member of St John’s College. He studied Musicology, German, and Theatrical Arts in Frankfurt and Boston.

As a media executive located in Germany, Dr. Döpfner brings international perspective, media experience and business acumen to the Board.

Richard N. Barton has served as one of the Company’s directors since May 2002. In late 2004, Mr. Bartonco-founded Zillow Group, Inc. where he is now Executive Chairman of the Board. Additionally, Mr. Barton is a Venture Partner with Benchmark Capital. Previously, Mr. Barton founded Expedia, Inc. in 1994 and was its President, Chief Executive Officer and director from November 1999 to March 2003. Mr. Barton was a director of InterActiveCorp from February 2003 until January 2005. Mr. Barton also serves as a director for Avvo, Inc. and Glassdoor.com.Liberty Interactive. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.

Having founded successful Internet-basedinternet-based companies, Mr. Barton provides strategic and technical insight to the Board. As an executive chairman and director of other companies, Mr. Barton also brings managerial, operational and corporate governance experience to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the Internet.

Bradford L. Smithinternet.

Rodolphe Belmer has served as one of the Company'sCompany’s directors since January 2018. Since March 2016, Mr. Belmer has served as CEO of Eutelsat, the leading satellite operator in Europe, the Middle

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East and Africa. He previously held several roles at Canal + Group, which he joined in 2001, most recently serving as its CEO from 2012 to 2015. He is also a board member of Brut, a Paris based private company. Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school.

As a media executive located in France, Mr. Belmer brings a unique international perspective to the Board. In additional, his media experience and business acumen provides the Company with valuable insight as it expands its global operations.

Bradford L. Smith has served as one of the Company’s directors since March 2015. Mr. Smith has been with Microsoft since 1993 and became the general counsel and executive vice president of Legal and Corporate Affairs in 2002 and currently serves as the President and Chief Legal Officer. Prior to joining Microsoft he was an associate and then partner at the Washington, D.C.-based firm of Covington and Burling. Mr. Smith holds a BA in international relations and economics from Princeton University and a JD from Columbia University School of Law. He also studied international law and economics at the Graduate Institute of International Studies in Geneva.

With a leading role at Microsoft, Mr. Smith brings to the Board broad business and international experience on a variety of issues including government affairs and public policy.

Anne M. Sweeneyhas served as one of the Company'sCompany’s directors since March 2015. Most recently, Ms. Sweeney wasco-chair, Disney Media Networks, and president, Disney/ABC Television Group. Previously, Ms. Sweeney served as Chairman and CEO of the FX Networks, part of the Fox Entertainment Group of 21st Century Fox and spent more than 12 years at Viacom’s Nickelodeon network. Ms. Sweeney holds a BA from The College of New Rochelle and an Ed. M. from Harvard University.



Having held various senior positions with large entertainment companies, Ms. Sweeney brings broad strategic and operational experience to the Board. Her experience in the entertainment industry provides a unique business perspective to the Company as it builds its global internet TV network.

Executive Officers

For information about Mr. Hastings, see “Proposal One – Election of Directors.” Our other executive officers are set forth below:

Other Executive Officers

  

Age

 

Position

Kelly Bennett

  4447  Chief Marketing Officer
Tawni Cranz

David Hyman

  4153 Chief Talent Officer
Jonathan Friedland57Chief Communications Officer
Neil Hunt54Chief Product Officer
David Hyman50  General Counsel and Secretary
Greg Peters

Jessica Neal

  4542 International DevelopmentChief Talent Officer
Ted Sarandos

Spencer Neumann

  5149Chief Financial Officer

Greg Peters

48Chief Product Officer

Ted Sarandos

54  Chief Content Officer
David Wells

Rachel Whetstone

  4451  Chief FinancialCommunications Officer

Kelly Bennettbecame Netflix'sNetflix’s Chief Marketing Officer in 2012 after nearly a decade at Warner Bros. where he was most recently Vice President Interactive, World Wide Marketing with the pictures group, leading international online campaigns for Warner Bros. movies. Before that, Mr. Bennett ran digital marketing for Warner Bros. Pictures in Europe, the Middle East and Africa and worked in promotion

8

and business development at the company. He previously held executive positions at Dow Jones International and Ignition Media as well as being a partner in online marketing agency Cimex Media. The Canada-born Bennett is a graduate of Simon Fraser University.

Tawni Cranzbecame Chief Talent Officer in 2012 and now leads the team that maintains the Company's unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth. Ms. Cranz joined Netflix in 2007 as a director and became Vice President of Talent in 2011. Prior to Netflix, she was HR director at Bausch & Lomb and held various human resources positions at FedExKinko's. Ms. Cranz holds an EMBA from Claremont University's Peter F. Drucker and Masatoshi Ito Graduate School of Management and a BA in Psychology from the University of California, Santa Barbara.
Jonathan Friedlandjoined Netflix in 2011 from The Walt Disney Company, where he was SVP, Corporate Communications. Before that, he spent over 20 years as a foreign correspondent and editor, mainly with The Wall Street Journal, in the U.S., Asia and Latin America and co-founded the Diarios Rumbo chain of Spanish-language newspapers in Texas. Mr. Friedland, who has a MSc. Economics from the London School of Economics and a BA from Hampshire College, was a member of the WSJ team that won the Pulitzer Prize for its coverage of the 9/11 attacks.
Neil Hunthas been at Netflix since 1999 and serves as Chief Product Officer, leading the product team, which designs, builds and optimizes the Netflix experience.
Prior to Netflix, Mr. Hunt worked from 1991 in various engineering and product roles at the software test tool companies Pure Software and its successors, Pure Atria and Rational Software. Before that, Mr. Hunt was engaged in research in computer vision and image processing at the University of Aberdeen, Schlumberger Palo Alto Research Labs and Teleos Research.
Mr. Hunt has been a non-executive member of Logitech's board of directors since September 2010.
He holds a Doctorate in Computer Science from the University of Aberdeen, U.K. and a Bachelor’s degree from the University of Durham, U.K.


David Hymanis General Counsel for Netflix, responsible for all legal and public policy matters for the Company. He has served in this capacity since 2002 and also serves as the Company’s Secretary.

Prior to Netflix, Mr. Hyman was the General Counsel of Webvan, an online Internetinternet retailer, having previously held the role of senior corporate counsel. He also practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, DC.
Mr. Hyman earned his JD and Bachelor’s degrees from the University of Virginia.
Greg Peters

Jessica Neal is a Netflix veteran, starting at the International Developmentcompany in 2006 when DVD was king and streaming just a dream, and has been heavily involved in improving the Netflix culture as the company grew.

In 2013 she left to become head of human resources at Coursera, which provides online access to the world’s best university courses, and, later, Chief People Officer at Scopely, a leading player in the mobile gaming industry.

She returned to Netflix in the first half of 2017, overseeing HR for Netflix,the 2000-person product engineering team responsible for speeding Netflix's international growthcontinuously improving the Netflix consumer experience.

Ms. Neal also serves on the board of directors of the Association for Talent Development.

Spencer Neumannwas named CFO of Netflix in January of 2019. Previously, he served as Activision Blizzard’s CFO from May 2017. Prior to that, Mr. Neumann held a number of positions of increasing responsibility at The Walt Disney Company, most recently serving as the CFO and establishing local operationsexecutive vice president of Global Guest Experience of Walt Disney Parks and partnerships.Resorts, from 2012 until May 2017. From 2005 to 2012, Mr. Neumann worked at the private equity firms of Providence Equity Partners and Summit Partners. Prior to that, Mr. Neumann held several other roles with Disney, which he initially joined in 1992, including executive vice president of the ABC Television Network from 2001 to 2004 and CFO of the Walt Disney Internet Group from 1999 to 2001. He is also a member of the national board of directors ofMake-A-Wish America. Mr. Neumann holds a B.A. degree in economics from Harvard University and an M.B.A. degree from Harvard University.

Greg Peters assumed the role of Chief Product Officer in July 2017 and leads the product team, which designs, builds and optimizes the Netflix experience. Previously, he was the Chief Streaming and PartnershipsInternational Development Officer for Netflix, responsible for the global partnerships with consumer electronics companies, Internet service providers and multi-channel video programming distributors that enable Netflix to deliver movies and TV shows across a full range of devices and platforms.

Prior to joining Netflix in 2008, Mr. Peters was senior vice president of consumer electronics products for Macrovision Solutions Corp. (later renamed to Rovi Corporation) and previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. Mr. Peters holds a degree in physics and astronomy from Yale University.

Ted Sarandos is Chief Content Officer at Netflix, overseeing the teams responsible for the acquisition and creation of all Netflix content including original series from around the world such as Stranger Things, Dark (Germany), La Casa De Papel (Spain), and Sacred Games (India) and original films including such blockbusters as To All the Boys I’ve Loved Before, Bright, and Bird Box and the 3-time Academy Award winning film ROMA. Ted has been responsible for all content operation since 2000, and led the company’s transition into original content acquisition forproduction that began in 2013 with the launch of the series House of Cards, Arrested Development and Orange is the New Black, among numerous

9

others. Since then, Netflix since 2000. originals have received numerous awards around the world including 66 Primetime Emmy wins, 6 Oscars, and 5 BAFTA Film Awards including Best Picture.

With more than 20 years'years’ experience in home entertainment, Mr. SarandosTed is recognized in the industry as an innovator in film acquisition and distribution.

distribution and was named one of Time Magazine’s 100 Most Influential People of 2013. Before Netflix, Mr. Sarandoshe was an executive at video distributor ETD and Video City / West Coast Video.
Mr. Sarandos Ted also has produced or executive produced several award-winning and critically acclaimed documentaries and independent films, including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends. He is a Henry Crown Fellow at the Aspen Institute and serves on the board of Exploring The Arts, a non-profitnonprofit focused on arts in schools. He also serves on the Film Advisory Board for the Tribeca and Los Angeles Film Festival,Festivals, is an American Cinematheque board member, an Executive Committee Member of the Academy of Television Arts & Sciences and is a trustee of the American Film Institute.
David Wells

Rachel Whetstonehas been the Company’s Chief Communications Officer since 2018. She spent the last 13 years working on communications and policy issues for US technology companies. She joined Google in 2005 and served as the Company's Chief Financial Officer since 2010. His responsibilities include a number of operating duties such as customer service, real estate, and employee technology. Mr. Wells has been at Netflix since March 2004, serving in a variety of planning and analysis roles, including most recently as theSenior Vice President of Financial PlanningCommunications & Analysis.

PriorPublic Policy from 2011 to 2015. She held the same position at Uber from 2015 till 2017, before joining Netflix, Mr. Wells served in progressive roles at Deloitte Consulting from August 1998 to March 2004Facebook as a Vice President of Communications last year. Ms. Whetstone also serves as a director of Udacity. Rachel is a graduate of Bristol University and inspent the non-profit world before getting his MBA.
Mr. Wells joinedfirst half of her career working as a policy advisor for the board of The Trade Desk, a private leading programmatic advertising platform company, in January 2016.
Mr. Wells holds an MBA and MPP from The University of Chicago and a Bachelor's Degree in Commerce from the University of Virginia.
UK Conservative Party.

There are no family relationships among any of our directors, nominees for director and executive officers.

Board Meetings and Committees

The Board held fivefour meetings during 2015.2018. Each Board member attended at least 75% of the aggregate of the Board meetings and meetings of the Board committees during the period on which such director served in 2015.

2018.

As of the date of this Proxy Statement, the Board has fourthree standing committees: (1) the Compensation Committee; (2) the Audit Committee; and (3) the Nominating and Governance Committee; and (4) the Stock Option Committee.

Compensation Committee

The Compensation Committee of the Board consists of three fournon-employee directors: Messrs. Battle,Belmer, Haley (Chair), and Hoag.Hoag and Ms. Sweeney, each of whom is independent in compliance with the rules of the SEC and the listing standards of the NASDAQ Stock Market as they pertain to Compensation Committee members. In December 2018, Mr. Belmer replaced Mr. A. George (Skip) Battle on the Compensation Committee. Each of the Compensation Committee members is also anon-employee director under Rule16b-3 of the Exchange Act and an outside director under section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee reviews and approves all forms of compensation to be provided to the



executive officers and directors of the Company. The Compensation Committee may not delegate these duties. For a description of the role of the executive officers in recommending compensation and the role of any compensation consultants, please see the section entitled “Compensation Discussion and Analysis” below. The Compensation Committee held twofive meetings in 2015.2018. Each member attended allat least 75% of the aggregate of the Compensation Committee meetings held in 2015.2018, except for Mr. Belmer, who was not a member of the Compensation Committee at the time of the meetings in 2018.

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The Report of the Compensation Committee is included in this Proxy Statement. In addition, the Board has adopted a written charter for the Compensation Committee, which is available on the Company’s Investor Relations website athttp:https://ir.netflix.com/governance.cfmwww.netflixinvestor.com/governance/governance-docs.

Audit Committee

The Audit Committee of the Board consists of threenon-employee directors: Messrs. Haley andMr. Barton, and Ms.Mses. Kilgore and Mather (Chair), each of whom is independent in compliance with the rules of the SEC and the listing standards of the NASDAQ Stock Market as they pertain to audit committee members. The Board has determined that Ms. Mather is an audit committee financial expert as defined by Item 407(d)(5)(ii) of RegulationS-K of the Securities Act of 1933, as amended.

The Audit Committee engages the Company’s independent registered public accounting firm, reviews the Company’s financial controls, evaluates the scope of the annual audit, reviews audit results, consults with management and the Company’s independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of the Company’s internal accounting controls and financial affairs. The Audit Committee met seven times in 2015.2018. Each member attended at least 75% of the Audit Committee meetings held in 2015.

2018.

The Report of the Audit Committee is included in this Proxy Statement. In addition, the Board has adopted a written charter for the Audit Committee, which is available on the Company’s Investor Relations website at http:athttps://ir.netflix.com/governance.cfmwww.netflixinvestor.com/governance/governance-docs.

Nominating and Governance Committee

The Nominating and Governance Committee of the Board consists of two threenon-employee directors, Messrs. Barton and Hoag (Chair). and Smith and Ambassador Rice, each of whom is independent under the listing standards of the NASDAQ Stock Market. In December 2018, Ambassador Rice replaced Mr. Barton on the Committee. The Nominating and Governance Committee reviews and approves candidates for election and to fill vacancies on the Board, includingre-nominations of members whose terms are due to expire, and reviews and provides guidance to the Board on corporate governance matters. The Nominating and Governance Committee met two times in 20152018 and all the meetings were attended by both members.

all members, except for Ambassador Rice, who was not a member of the Nominating and Governance Committee at the time of the meetings in 2018.

The Board has adopted a written charter for the Nominating and Governance Committee, which is available on the Company’s Investor Relations website athttp:https://ir.netflix.com/governance.cfmwww.netflixinvestor.com/governance/governance-docs.

Stock Option Committee
The Stock Option Committee of the Board consists of one employee director: Mr. Hastings. The Stock Option Committee has authority to review and approve the stock options granted to employees, other than to directors or executive officers of the Company pursuant to the Company’s option grant program. The Board has also authorized certain executive officers to review and approve these stock options on behalf of the Stock Option Committee. The Board retained the power to adjust, eliminate or otherwise modify the Company’s option granting practices, any option allocation or portions thereof not previously granted, including without limitation the monthly option formula.
The Stock Option Committee did not hold meetings in 2015. The Stock Option Committee acts pursuant to powers delegated to it by the Board. The Board has not adopted a written charter for the Stock Option Committee.

Compensation Committee Interlocks and Insider Participation



None of the Company’s executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on the Company’s Board or Compensation Committee. No member of the Company’s Board is an executive officer of a company in which one of the Company’s executive officers serves as a member of the board of directors or compensation committee of that company.

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The Compensation Committee consists of Messrs. Belmer, Haley, and Hoag and Battle,Ms. Sweeney, none of whom is currently or was formerly an officer or employee of the Company. None of Messrs. Belmer, Haley, or Hoag or BattleMs. Sweeney had a relationship with the Company that required disclosure under Item 404 of RegulationS-K. In addition to Messrs. Belmer, Haley, and Hoag and Battle,Ms. Sweeney, the Company’s Chief Executive Officer and Chief Talent Officer participated in the executive compensation process as described below in the section entitled “Compensation Discussion and Analysis.”

Director Independence

The Board has determined that each of Messrs. Barton, Battle,Belmer, Döpfner, Haley, Hoag and Smith, and Mses. Kilgore, Mather, Rice and Sweeney are independent under the applicable rules of the SEC and the listing standards of the NASDAQ Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards. See “Procedures for Approval of Related Party Transactions” in this Proxy Statement for more information.

Consideration of Director Nominees

Stockholder Nominees

The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Directors.” Any stockholder nominations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name and qualifications for Board membership. In addition, they should be submitted within the time frame as specified under “Stockholder Proposals” above and mailed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary.

Our bylaws provide a proxy access right for stockholders, pursuant to which a stockholder, or a group of up to 20 stockholders, owning at least three percent of outstanding shares of our common stock continuously for at least three years, may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in our bylaws.

Director Qualifications

In discharging its responsibilities to nominate candidates for election to the Board, the Nominating and Governance Committee has not specified any minimum qualifications for serving on the Board. However, the Nominating and Governance Committee endeavors to evaluate, propose and approve candidates with business experience, diversity as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas that may be expected to contribute to an effective Board. With respect to diversity, the committee may consider such factors as differences in viewpoint, professional experience, education, international experience, skills and other individual qualifications and attributes that contribute to board heterogeneity, including characteristics such as gender, race and national origin.

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Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, stockholders or other persons. These candidates are evaluated at meetings of the Nominating and Governance Committee as necessary and discussed by the members of the Nominating and Governance Committee from time to time. Candidates may be considered at any point during the year. As described above, the Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.



Our Board Evaluation Process

Each year, our Board conducts a self-evaluation process to help assure and enhance its performance. This process is overseen by the Nominating and Governance Committee, and involves interviews of each director by our General Counsel. Feedback is sought primarily in the following areas: (a) the Board’s effectiveness, structure, culture and composition, (b) the quality of and access to information shared with the Board about the Company’s business and (c) performance of individual directors and quality of Board discussions.

Communications with the Board

The Company provides a process for stockholders to send communications to the Board. Information regarding stockholder communications with the Board can be found on the Company’s Investor Relations website athttp:https://ir.netflix.com/governance.cfmwww.netflixinvestor.com/governance/governance-docs.

Policy Regarding Director Attendance at the Annual Meeting

The Company’s policy regarding directors’ attendance at the annual meetings of stockholders and their attendance record at last year’s annual meeting of stockholders can be found on the Company’s Investor Relations website athttp:https://ir.netflix.com/governance.cfmwww.netflixinvestor.com/governance/governance-docs.

The Role of the Board in Risk Oversight

The Board’s role in the Company’s risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks. The Board as a whole primarily deals with matters related to strategic and

13

operational risk. The Audit Committee deals with matters of financial and legal risk, including cybersecurity risk. The Compensation Committee addresses risks related to compensation and other talent-related matters. The Nominating and Governance Committee manages risks associated with Board independence and corporate governance. Committees report to the full Board regarding their respective considerations and actions.

The Board’s Leadership Structure

The Board combines the role of Chairman and Chief Executive. While the Board reassesses maintaining the combined role from time to time, the Board believes that the Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry and is therefore best able to identify the strategic priorities to be discussed by the Board. The Board also believes that combining the role of Chairman and Chief Executive Officer facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Jay Hoag as its lead independent director. As lead independent director, Mr. Hoag’s responsibilities include:

coordinating the activities of the independent directors, and is authorized to call meetings of the independent directors;

coordinating with the chief executive officer and corporate secretary to set the agenda for Board meetings, soliciting and taking into account suggestions from other members of the Board;

chairing executive sessions of the independent directors;

providing feedback and perspective to the chief executive officer about discussions among the independent directors;

helping facilitate communication between the chief executive officer and the independent directors;

presiding at Board meetings where the Chair is not present; and

performing other duties assigned from time to time by the Board.



In addition, the Board maintains effective independent oversight through a number of governance practices, including, open and direct communication with management, input on meeting agendas, annual performance evaluations and regular executive sessions.

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PROPOSAL TWO  

RATIFICATION OF APPOINTMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”), an independent registered public accounting firm, to audit the financial statements of Netflix, Inc. for the year ending December 31, 2016.2019. The Company is submitting its selection of Ernst & Young for ratification by the stockholders at the Annual Meeting. A representative of Ernst & Young is expected to be present at the Annual Meeting, will have the opportunity to make a statement and is expected to be available to respond to appropriate questions. Ernst & Young has served as our independent registered public accounting firm since March 21, 2012. TheNeither applicable law nor the Company’s Bylaws do not require that stockholders ratify the selection of Ernst & Young as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of Ernst & Young to stockholders for ratification as a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young. Even if the selection is ratified, the Audit Committee at its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Principal Accountant Fees and Services

During 20152018 and 2014,2017, fees for services provided by Ernst & Young waswere as follows (in thousands):

  2015
 2014
Audit Fees $2,500
 $1,600
Audit Related Fees 200
 225
Tax Fees 1,271
 201
Total $3,971
 $2,026

 

  2018   2017 

Audit Fees

  $4,343   $              3,957 

Tax Fees

   1,858    1,275 

 

  

 

 

   

 

 

 

Total

  $              6,201   $5,232 

 

  

 

 

   

 

 

 

Audit Fees include amounts related to the audit of the Company’s annual financial statements and internal control over financial reporting, and quarterly review of the financial statements included in the Company’s Quarterly Reports onForm 10-Q.

Audit Related Feesfees also include amounts related to accounting consultations and services rendered in connection with the Company'sCompany’s issuance of senior notes in 20152018 and 2014, respectively.
2017, respectively, as well as fees for statutory audit filings.

Tax Fees include fees billed for tax compliance, tax advice and tax planning services.

There were no other fees billed by Ernst & Young for services rendered to the Company, other than the services described above, in 20152018 and 2014.

2017.

The Audit Committee has determined that the rendering ofnon-audit services by Ernst & Young was compatible with maintaining their independence.

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Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

The Audit Committeepre-approves all audit and permissiblenon-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax and other services.Pre-approval is generally provided for up to one year, and anypre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the



independent registered public accounting firm in accordance with thispre-approval, and the fees for the services performed to date. The Audit Committee may alsopre-approve particular services on acase-by-case basis. During 20152018, services provided by Ernst & Young werepre-approved by the Audit Committee in accordance with this policy.

Required Vote

The affirmative vote of the majority of the Votes Cast is required for ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.2019. The vote is an advisory vote, and therefore not binding.

Netflix Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.2019.

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PROPOSAL THREE  ADVISORY APPROVAL OF EXECUTIVE OFFICER COMPENSATION
Our Board of Directors proposes that stockholders provide advisory (non-binding) approval of the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2015 Summary Executive Compensation Table and related tables and disclosure included in this proxy statement.

As required by section 14A of the Securities Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to cast anon-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (also referred to as “say-on-pay”“say-on-pay”).

As described in our Compensation Discussion and Analysis, we have adopted an executive compensation philosophy designed to attract and retain outstanding performers. The Company’s compensation practices are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual employee, rather than by seniority or overall Company performance.

Required Vote

The affirmative vote of the majority of the Votes Cast is required to approve the compensation of our named executive officers disclosed in this proxy statement.Proxy Statement. The vote is an advisory vote, and therefore not binding.

Netflix Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF OUR EXECUTIVE OFFICER COMPENSATION DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL FOUR  STOCKHOLDER PROPOSAL FOR DIRECTOR ELECTION MAJORITY VOTE STANDARDPOLITICAL DISCLOSURE

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.

Southwest Regional Council of Carpenters Pension Fund, 101 Constitution Avenue, N.W., Washington, DC 20001,

Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, the beneficial owner of no less than 100700 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of itsher intent to present the following proposal at the Annual Meeting.

RESOLVED,That that the shareholders of Netflix Inc. ("Company"(“Netflix” or “Company”) hereby request that the BoardCompany provide a report, updated semiannually, disclosing the Company’s:

1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of Directors initiate(or in opposition to) any candidate for public office, or (b) influence the appropriate processgeneral public, or any segment thereof, with respect to amendan election or referendum.

2. Monetary andnon-monetary contributions and expenditures (direct and indirect) used in the Company's corporate governance documents (certificatemanner described in section 1 above, including:

The identity of incorporation or bylaws)the recipient as well as the amount paid to provide that director nomineeseach; and

The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be elected bypresented to the affirmative voteboard of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the majorityannual meeting. This proposal does not encompass lobbying spending.

Supporting Statement

As long-term shareholders of votes castNetflix, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, “Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

Publicly available records show Netflix has contributed at an annual meetingleast $30,000 in corporate funds since the 2010 election cycle (CQMoneyline: http://moneyline.cq.com; National Institute on Money in State Politics: http://www.followthemoney.org).

However, relying on publicly available data does not provide a complete picture of shareholders,the Company’s electoral spending. For example, the Company’s payments to trade associations that may be used for

18

election-related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and othertax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a plurality vote standard retained for contested director elections, that is, when thegrowing number of director nominees exceedsleading companies, including salesforce.com Inc., Alphabet Inc., and Microsoft Corp., which present this information on their websites.

The Company’s Board and shareholders need comprehensive disclosure to fully evaluate the numberuse of board seats.

Supporting Statement
Netflix's Board of Directors should establish a majority vote standardcorporate assets in director elections in order to provide shareholders a meaningful role in these important elections. The proposed majority vote standard requires that a director nominee receive a majority of the votes cast in an election in order to be formally elected. The standard is particularly well-suitedWe urge your support for the vast majority of director elections in which only board nominated candidates are on the ballot. Under the current plurality standard, a board nominee can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are "withheld" from the nominee. We believe that a majority vote standard in board elections establishes a challenging vote standard for board nominees, enhances board accountability, and improves the performance of boards and individual directors.
Over the past ten years, approximately 90% of the companies in the S&P 500 Index have adopted a majority vote standard in company bylaws, articles of incorporation, or charter. These companies have also adopted a director resignation policy that establishes a board-centric post-election process to determine the status of any director nominee that is not elected. This dramatic move to a majority vote standard is in direct response to strong shareholder demand for a meaningful role in director elections.
The Netflix Board of Directors has not acted to establish a majority vote standard, retaining its plurality vote standard. The Board should take this critical first step in establishing a meaningful majoritygovernance reform.

Please vote standard. With a majority vote standard in place, the Board can then act to adopt a director resignation policy to address the status of unelected directors. A majority vote standard combined with a post-election director resignation policy would establish a meaningful right for shareholders to elect directors at Netflix, while reserving for the Board an important post-election role in determining the continued status of an unelected director. We urge the Board to join the mainstream major U.S. companies and establish a majority vote standard in director elections.

for: Political Disclosure - Proposal 4

Netflix Opposing Statement

The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders.

Majority voting

Political contributions are already publicly disclosed. Indeed, federal and all 50 state election laws require either the contributor or the recipient campaign or committee to publicly file reports disclosing such contributions. As for directors is one of the itemsother political organizations that has become part of the standard playbook by those who support the “one size fits all” method of corporate governance.



The Board does not believe that majority voting in the uncontested election of directors augments the role of stockholders in the election of directors and that adopting such a majority voting standard introduces unnecessary legal uncertainty into the Company’s corporate governance. Further, Netflix has had plurality voting in place since the Company’s initial public offering, and the Board believes that this practice has served the Company well.
Plurality voting is the default standard under Delaware law for the election of directors. It assures that a corporation does not have “failed elections.” That is, an election in which a director is not chosen and a vacancy on the board results. If directors are not elected or otherwisesubject to these election laws, they are required to resign upon failingpublicly disclose to receive a majority of votes cast, as indicated by the current proposal,IRS the Company may face legal uncertainty as to satisfying certain Nasdaq listing requirements or other corporate governance regulations,contributions they receive. The IRS in turn makes those disclosures available on its website. Groups, such as those relatingcited by the proponent (i.e., CQMoneyLine and the National Institute on Money in State Politics) aggregate these disclosures made to the independence of directors, committee compositionvarious jurisdictions and post them on their easily searchable public websites, making the search by interested shareholders that much more convenient.

The Proposal’s accompanying supporting statement also suggests that the proponent is concerned about trade association or the maintenance of an audit committee financial expert.501(c)(4)non-profit payments, which could be used for electoral purposes. The proponent’s suggestion that a resignation policy can mitigate the risks associated with a failed election merely highlights the concern and pitfalls of majority voting. Such contortions in the director voting process are unnecessary given that under the plurality voting standard, stockholders have the ability to express disapproval of corporate policies, strategy or director candidates through the use of withhold votes. Institutional and retail investors successfully utilize withhold vote campaigns to influence corporate policies and director elections. The use of withhold votes,Internal Revenue Code prohibits these entities from having political activities as opposed to implementation of majority voting, provides the Board with flexibility in appropriately responding to stockholder dissatisfaction without concern for potential corporate governance complications arising from a failed election. In addition, stockholders who are truly dissatisfied with director candidates have the ability to nominate alternative candidates and also may make recommendations for nominations directlytheir primary purpose. Rather, trade association memberships provide significant benefits to the Company’s NominatingCorporation by giving it access to business, technical and Governance committee.

industry expertise and by advancing Netflix’s commercial interests. Trade associations are independent organizations representing a variety of members, and may take political or policy positions we do not share. Requiring Netflix to disclose payments to trade associations gives the false appearance that the trade associations’ political activities, if any, are attributable to the us.

For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Four.

Required Vote

The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The voteproposal is an advisory vote,precatory and, accordingly, is therefore not binding.

binding on the Board or the Company.

Netflix Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL TO ADOPT A DIRECTOR ELECTION MAJORITY VOTE STANDARD.REGARDING POLITICAL DISCLOSURE.

19




PROPOSAL FIVE  STOCKHOLDER PROPOSAL FOR PROXY ACCESSSIMPLE MAJORITY VOTE

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.

The New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System, and the New York City Police Pension fund and custodian of the New York City Board of Education Retirement System (the “Systems”)

John Chevedden, 2215 Nelson Ave., Municipal Building, One Centre Street, Room 629. New York, N.Y. 10007-2341,No. 205, Redondo Beach, CA: 90278, the beneficial owner of no less than 4,29950 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of itshis intent to present the following proposal at the Annual Meeting.

The proposal is co-sponsored by the Connecticut Retirement Plans Trust Funds, the beneficial owner of shares of the Company’s common stock with a market value greater than $2,000.00 on the date the proposal was submitted.
RESOLVED: Shareholders of Netflix, Inc. (The "Company") ask the board of directors (the "Board") to take the steps necessary to adopt a "proxy access" bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or group (the "Nominator") that meets the criteria established below. The Company shall allow shareholders to vote on such nominee on the Company's proxy card.
The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:
a.have beneficially owned 3% or more of the Company's outstanding common stock continuously for at least three years before submitting the nomination;
b.give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the "Disclosure"); and
c.certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator's communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company's proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at the Company.
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of each nominee (the "Statement"). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.
Supporting Statement
We believe proxy access is a fundamental shareholder right that will make directors more accountable and enhance shareholder value. A 2014 CFA Institute study concluded that proxy access would "benefit both the markets and corporate boardrooms, with little cost or disruption" and could raise overall US market capitalization by up to $140.3 billion if adopted market-wide. ( http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1 )
The proposed terms are similar to those in vacated SEC Rule 14a-11 ( https://www.sec.gov/rules/


final/2010/33-9136.pdf ). The SEC, following extensive analysis and input from companies and investors, determined that those terms struck the proper balance of providing shareholders with a viable proxy access right while containing appropriate safeguards.
A similar proposal received 70.97% of votes cast at the Company's 2015 annual meeting and similar bylaws have been adopted by more than 100 companies.
We urge shareholders to vote FOR this proposal.
Netflix Opposing Statement
The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders.
The Nominating and Governance Committee is responsible for evaluating, proposing and approving nominees for election to the Company's Board of Directors. In undertaking this responsibility, the committee has a fiduciary duty to act in the best interests of all stockholders. Stockholders with access to the Company's proxy do not have a similar fiduciary duty. These stockholders can nominate directors who advance their own specific agenda without regard to the best interest of the Company and its stockholders or to the overall composition of the Board, including independence, expertise and diversity considerations. In determining director nominees, the Nominating and Governance Committee takes into consideration the business experience, diversity as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and other areas that contribute to an effective Board. The Board believes that the Nominating and Governance Committee is in the best position to evaluate and propose director nominees and that providing access to the Company's proxy for stockholder nominations not nominated by the Nominating and Governance Committee will undermine the value to stockholders of this selection and nomination process. Stockholders already have the opportunity to recommend director candidates for consideration by the Nominating and Governance Committee. Furthermore, our bylaws also provide the opportunity for stockholders to nominate directors for consideration at annual meetings of stockholders and to solicit proxies in favor of such nominees.
In addition, the Board believes that the proxy access proposal espoused by the proponents could be detrimental to the Company for a number of other reasons, including the increased distraction caused to management and the Board from proxy contests, the short-term or special interest focus of directors elected through proxy access, and the increase in Board turnover, which could create a Board without the experience to lead the Company to achieve its long-term goals.
The proponents refer to a study by the CFA Institute to support the argument that proxy access would be beneficial and result in shareholder value. However, the CFA Institute’s study expressly excluded from its analysis two studies which concluded that increased proxy access is associated with negative economic impacts, on the basis that it deemed the methodology of those studies as faulty.
Lastly, proponents note that their proposal is similar to the vacated 2010 SEC proxy access rules. However, those rules were vacated in 2011 by the U.S. Court of Appeals for the District of Columbia Circuit, who found that the SEC was “arbitrary and capricious” in promulgating the Proxy Access Rule, stating that the SEC failed to adequately address the economic consequences of the Rule. Thus, the SEC’s adoption of the 2010 Proxy Access Rules provides poor support for this proposal.
For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Five.
Required Vote
The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The vote is an advisory vote, and is therefore not binding.


Netflix Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL TO ADOPT A PROXY ACCESS BYLAW.


PROPOSAL SIXSTOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE
In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.
Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, the beneficial owner of no less than 700 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of her intent to present the following proposal at the Annual Meeting.

RESOLVED, Shareholders request that our board take the stepseach step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that our board fully support this proposal topic and commit to spend up to $10,000 or more on means, such as special solicitations, as needed in a good faith best effort to obtain the super-high vote required for passage as a binding company proposal.

Supporting Statement

Shareowners

Shareholders are willing to pay a premium for shares of corporationscompanies that have excellent corporate governance. Supermajority voting requirements have been found to be one of six6 entrenching mechanisms that are negatively related to company performance according to "What“What Matters in Corporate Governance"Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are arguably most often used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner.

This proposal won more than 70% support4-times at Netflix since 2011:

2016-82%

2015-80%

2013-81%

2011-72%

But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed. Richard Barton and Bradford Smith were also on the governance committee.

Currently a 1%-minority can frustrate the will of our 66%-shareholder majority.majority in an election with 67% of shares casting ballots. In other words a 1%-minority could have the power to prevent shareholders

20

The proposal is

from improving the governing rules of our company. This can be particularly important during periods of management underperformance and/or an economic downturn. Currently the role of shareholders is downsized because Netflixmanagement can tell shareholders supported 4 governance improvement proposals at our 2013 annual meeting:

73%-vote for Independent Board Chairman, sponsored by the Comptroller, City of New York. 81%-vote forto get lost in response to a 66% shareholder vote on certain important issues.

Please vote yes: Simple Majority Vote Standard, sponsored by John Chevedden.

81%-vote for Majority Voting for Directors, sponsored by the California State Teachers' Retirement System.
88%-vote for Annual Election of Each Director, sponsored by the Florida State Board of Administration.
Netflix shareholders also supported 3 governance improvement proposals at our 2014 annual
meeting:
80%-vote for poison pill restrictions, sponsored by John Chevedden.
82%-vote for Annual Election of Each Director, sponsored by the Florida State Board of
Administration.
82%-vote for Majority Voting for Directors, sponsored by United Brotherhood of Carpenters.
Meanwhile 5 Netflix directors each received more than 48% in negative votes and 3 shareholder proposals each received 71% to 80% shareholder support at our 2015 annual meeting. Please vote to protect shareholder value:
Simple Majority Vote - Proposal 6


Vote-Proposal [5]

Netflix Opposing Statement

The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders.

The Board believes that this stockholder proposal seeking to adopt a simple majority vote in all cases requiring more than a simple majority would not be in the best interests of the Company and its stockholders. A simple majority vote requirement already applies to most corporate matters submitted to a vote of the Company'sCompany’s stockholders. The Company'sCompany’s Restated Certificate of Incorporation and Bylaws do, however, require a 66 2/3% “supermajority” vote for certain fundamental changes to the corporate governance posture of the Company, including the procedures for calling stockholder meetings, nominating directors for election, altering the size of the Board and removing directors. The supermajority voting requirements were adopted by our stockholders and were intended to preserve and maximize the value of the Company for all stockholders and to provide protection for all stockholders against self-interested actions by one or a few large stockholders. The Board continues to believe these requirements are appropriate and in the best interest of all stockholders; therefore, the Board opposes this stockholder proposal.

Lastly, the proponent inaccurately states “Meanwhile 5 Netflix directors each received more than 48% in negative votes in 2015.” This is not true. Only three directors were up for election in 2015 and only one of whom received more than 48% withhold votes.

For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Six.

Five.

Required Vote

The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The voteproposal is an advisory vote,precatory and thereforeaccordingly, is not binding.

binding on the Board or the Company.

Netflix Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE.

21



PROPOSAL SEVENSTOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY
In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal.
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, the beneficial owner of no less than 100 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of his intent to present the following proposal at the Annual Meeting.
RESOLVED, shareholders ask that our Company take the steps necessary to reorganize the Board of Directors into one class with each director subject to election each year. Although our company can adopt this proposal topic in one-year and the proponent is in favor of a one-year implementation, this proposal allows the option to phase it in over 3-years. This proposal includes that our board fully support this proposal topic and commit to spend up to $10,000 or more on means, such as special solicitations, as needed in a good faith best effort to obtain the high vote required for passage as a binding company proposal.
Supporting Statement
Arthur Levitt, former Chairman of the Securities and Exchange Commission said, "In my view it's best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them."
We approved this proposal topic at 4 Netflix annual meeting starting in 2012. Our impressive yes-votes ranged from 75% to 88%. Meanwhile 5 Netflix directors each received more than 48% in negative votes in 2015.
A total of 79 S&P 500 and Fortune 500 companies, worth more than one trillion dollars, also adopted this topic since 2012. Annual elections are widely viewed as a corporate governance best practice. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value.
Please vote to enhance shareholder value:
Elect Each Director Annually – Proposal 7
Netflix Opposing Statement
The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders.
While the Board acknowledges that declassification proposals continue to receive popular support, including among Netflix investors, the Board nonetheless continues to believe that declassification of the Netflix board would not be in the best interest of Netflix stockholders.
In particular, the Board believes that a classified board encourages directors to look to the long-term best interest of Netflix and its stockholders by strengthening the independence of non-employee directors against the often short-term focus of certain investors and special interests. In addition, a classified board allows for a stable and continuous board, providing institutional perspective both to management and other directors. The Board also believes that a classified board reduces vulnerability to potentially abusive takeover tactics by encouraging persons seeking control of Netflix to negotiate with the Board and thereby better positioning the Board to negotiate


effectively on behalf of all stockholders. These benefits are particularly important for our stockholders as Netflix operates in a highly competitive and extremely dynamic marketplace.
Moreover, recent research suggests that declassification is not in shareholders’ best interest and that classified boards increase shareholder value. For example, a 2013 study using data from a comprehensive set of companies from 1978-2011 concluded that “firm value goes up if the board changes from a single class of directors to a staggered board (and the reverse for de-staggering)" (Cremers, Litov and Sete, December 2013, at 4). This finding is “robust and both economically and statistically significant.” Id . at 4. “These results challenge the common understanding that staggered boards are primarily a mechanism to help entrench management from the discipline of stockholders or the market of [ sic ] corporate control. In addition, [these results] question the guidelines of the shareholder voting (proxy) advisors that generally recommend to vote against the adoption of a staggered board and, likewise, in favor of the removal of a staggered board.” Id . at 37 (citing to ISS and Glass Lewis guidelines).
An additional study (Johnson, Karpoff, and Yi, 2014) examined companies that went public from 1997-2005, a sample that includes Netflix. It found that “at IPO firms whose values depend heavily on their relationships with customers, suppliers, and strategic partners, takeover defenses appear to increase value…” ( id. at 41) “These takeover defenses include the use of classified boards (at 17, 46-47, Internet Appendix). The management stability induced by these defenses appears to “encourage[ ] … counterparties - including large customers, dependent suppliers, and strategic partners - to make long-term relationship-specific investments.” Id. at 5.
Thus, recent research supports the position of the Board in opposition to the proposal and calls into question the efficacy of declassifying boards as a matter of good corporate governance.
Lastly, the proponent inaccurately states “Meanwhile 5 Netflix directors each received more than 48% in negative votes in 2015.” This is not true. Only three directors were up for election in 2015 and only one of whom received more than 48% withhold votes.
For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Seven.
Required Vote
The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The vote is an advisory vote, and therefore not binding.
Netflix Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY.





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company with respect to beneficial ownership of our common stock as of April 11, 20168, 2019 by (i) each stockholder that the Company knows is the beneficial owner of more than 5% of our common stock, (ii) each director and nominee for director, (iii) each of the executive officers named in the “Summary Executive Compensation” table, which we refer to as the Named Executive Officers, and (iv) all executive officers and directors as a group. The Company has relied upon information provided to the Company by its directors and Named Executive Officers and copies of documents sent to the Company that have been filed with the SEC by others for purposes of determining the number of shares each person beneficially owns. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes those persons who have voting or investment power with respect to the securities. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of the Company’s common stock beneficially owned by them. Shares of the Company’s common stock subject to options that are currently exercisable or exercisable within 60 days of April 11, 20168, 2019 are also deemed outstanding for purposes of calculating the percentage ownership of that person, and if applicable, the percentage ownership of the executive officers and directors as a group, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Unless otherwise indicated, the address for each stockholder listed in the table below is c/o Netflix, Inc., 100 Winchester Circle, Los Gatos, CA 95032.

Name and Address Number of Shares
  Beneficially Owned		  Percent of
Class		 

The Vanguard Group, Inc.(1)

100 Vanguard Blvd

Malvern, PA 19355

  31,351,391   7.17% 

BlackRock, Inc.(2)

55 East 52nd Street

New York, NY 10055

  27,229,446   6.23% 

FMR LLC(3)

245 Summer Street

Boston, MA 02213

  25,791,804   5.90% 

Capital Research Global Investors(4)

333 South Hope Street

Los Angeles, CA 90071

  25,691,576   5.88% 

Reed Hastings(5)

  10,060,095   2.28% 

Jay C. Hoag(6)

250 Middlefield Road

Menlo Park, CA 94025

  4,989,977   1.14% 

Ted Sarandos(7)

  490,692   *  

Greg Peters(8)

  237,668   *  

David Wells(9)

  195,660   *  

Richard N. Barton(10)

  80,709   *  

Kelly Bennett(11)

  52,882   *  

Leslie Kilgore(12)

  46,040   *  

Ann Mather(13)

  38,960   *  

22

Name and Address 
Number of Shares
Beneficially Owned

 
Percent of
Class

Capital Research Global Investors (1)
     333 South Hope Street
     Los Angeles, CA 90071
 34,613,829
 8.08%
BlackRock, Inc. (2)
     55 East 52nd Street
     New York, NY 10055
 24,441,609
 5.71%
The Vanguard Group, Inc. (3)
     100 Vanguard Blvd
     Malvern, PA 19355
 23,840,599
 5.57%
Morgan Stanley (4)
     1585 Broadway
     New York, NY 10036
 22,854,903
 5.34%
Reed Hastings (5)
 12,787,053
 2.94%
Jay C. Hoag (6)
528 Ramona Street
Palo Alto, CA 94301
 5,522,185
 1.29%
Neil Hunt (7)
 1,360,792
 *
Ted Sarandos (8)
 511,619
 *
Greg Peters (9)
 184,711
 *
Richard N. Barton (10)
 180,241
 *
A. George (Skip) Battle (11)
 178,405
 *
David Wells (12)
 154,670
 *
Timothy M. Haley (13)
c/o Redpoint Ventures
3000 Sand Hill Road
Building 2, Suite 290
Menlo Park, CA 94025
 95,000
 *
Leslie Kilgore (14)
 59,783
 *
Ann Mather (15)
 30,033
 *
Bradford L. Smith (16)
 7,280
 *
Anne M. Sweeney (17)
 7,280
 *
All directors and executive officers as a group (17 persons) (18)
 21,414,391
 4.90%


Name and Address Number of Shares
  Beneficially Owned		  Percent of
Class		 

Timothy M. Haley(14)

c/o Redpoint Ventures

3000 Sand Hill Road

Building 2, Suite 290

Menlo Park, CA 94025

  34,046   *  

Bradford L. Smith(15)

  20,092   *  

Anne M. Sweeney(16)

  7,925   *  

Rodolphe Belmer(17)

  2,899   *  

Susan E. Rice(18)

  2,448   *  

Mathias Döpfner(19)

  1,363   *  

All directors and executive officers as a group (19 persons)(20)

  16,473,714   3.72% 

 

 

 

 

  

 

 

 

*
*

Less than 1% of the Company’s outstanding shares of common stock.


(1)

As of February 11, 2019, based on information provided by The Vanguard Group, Inc. in the Schedule 13G filed February 11, 2019. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 30,735,169 shares, shared dispositive power with respect to 616,222 shares, sole voting power with respect to 533,045 shares and shared voting power with respect to 95,093 shares.

(1)(2)

As of December 31, 2015,2018, based on information provided by BlackRock, Inc. in the Schedule 13G filed January 2, 2019. Of the shares beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to all of the shares and sole voting power with respect to 23,586,488 shares.

(3)

As of December 31, 2018, based on information provided by FMR LLC in the Schedule 13G filed on February 13, 2019. Of the shares beneficially owned, FMR LLC reported that it has sole voting power with respect to 4,660,165 and sole dispositive power with respect to all of the shares.

(4)

As of December 31, 2018, based on information provided by Capital Research Global Investors in the Schedule 13G filed February 16, 2016.13, 2019. Of the shares beneficially owned, Capital Research Global Investors reported that it has sole dispositive power and sole voting power with respect to all of the shares.

(5)
(2)As of December 31, 2015, based on information provided by BlackRock, Inc. in the Schedule 13G filed February 10, 2016.
(3)As of December 31, 2015, based on information provided by The Vanguard Group, Inc. in the Schedule 13G filed February 10, 2016.
(4)As of December 31, 2015, based on information provided by Morgan Stanley in the Schedule 13G filed February 11, 2016.
(5)

Includes options to purchase 6,613,4334,501,148 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the holder of 6,173,6205,558,947 of the Company’s shares.

(6)
(6)

Includes (i) 3,295,5082,313,810 common shares that are directly held by TCV VII, L.P. (“TCV VII”), (ii) 1,711,4151,201,602 common shares that are directly held by TCV VII (A), L.P. (“TCV VII (A)”), (iii) 28,49720,008 common shares that are directly held by TCV Member Fund, L.P. (“Member Fund”), (iv) 640,434 common shares that are directly held by Orange Investor, L.P. (“Orange Investor”), (v) 172,704 common shares that are directly held by Orange Investor (A), L.P. (“Orange Investor (A)”), (vi) 39,777 common shares that are directly held by Orange Investor (B), L.P. (“Orange Investor (B)”), (vii) 47,085 common shares that are directly held by Orange (MF) Investor, L.P. (“Orange Investor (MF)”), (viii) options to purchase 54,18351,966 common shares held by Jay C. Hoag, (v) 386,832(ix) 421,836 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and (vi) 45,750(x) 80,755 common shares held by Hamilton Investments Limited Partnership (“Hamilton Investments”).


Jay C. Hoag and eightseven other individuals (the “Class A Directors”) are Class A Directors of Technology Crossover Management VII, Ltd. (“Management VII”) and limited partners of Technology Crossover Management VII, L.P. (“TCM VII”) and Member Fund. Management VII is

23

the general partner of TCM VII, which is the general partner of TCV VII and TCV VII (A). Management VII is also a general partner of Member Fund.


The Class A Directors of Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, TCV VII (A) and Member Fund, but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Mr. Hoag and six other individuals are Class A Directors of Technology Crossover Management VIII, Ltd. (“Management VIII”) and limited partners of Technology Crossover Management VIII, L.P. (“TCM VIII”). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC (“Orange GP”), which in turn is the sole general partner of Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor. The Class A Directors of Management VIII and TCM VIII may be deemed to beneficially own the shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor are also pledged as collateral for a third party debt facility.

Mr. Hoag has the sole power to dispose and direct the disposition of the options and any shares issuable upon exercise of the options, and the sole power to direct the vote of the shares of common stock to be received upon exercise of the options. However, with respect to 42,584 of the options, Mr. Hoag has transferred to TCV VII Management, L.L.C. (“TCV VII Management”) and TCV VIII Management, L.L.C. (“TCV VIII Management” 100% of the pecuniary interest in such options and any shares to be issued upon exercise of such options. Mr. Hoag is a member of TCV VII Management and TCV VIII Management but disclaims beneficial ownership of such options and any shares to be received upon exercise of such options except to the extent of his pecuniary interest therein.


Mr. Hoag is a trustee of the Hoag Family Trust and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Hoag Family Trust. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.


Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments and may be deemed to have the sole power to dispose or direct the disposition of the shares held by Hamilton Investments. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(7)
(7)

Includes options to purchase 879,290490,692 shares.

(8)
(8)

Includes options to purchase 511,619224,578 shares.

(9)
(9)

Includes options to purchase 171,621195,660 shares.

(10)
(10)

Includes options to purchase 145,37953,604 shares. Mr. Barton is a trustee of the Barton Family Foundation, which is the holder of 20,000 of the Company'sCompany’s shares.

(11)
(11)

Includes options to purchase 122,40552,882 shares. Mr. Battle is a trustee of the A. George Battle 2012 Separate Property Trust, which is the holder of 56,000 of the Company’s shares.

(12)
(12)

Includes options to purchase 154,67010,844 shares.

(13)
(13)

Includes options to purchase 95,00038,960 shares.

(14)
(14)

Includes options to purchase 24,58734,046 shares.

(15)
(15)

Includes options to purchase 30,03320,092 shares.

(16)
(16)

Includes options to purchase 7,2807,925 shares.

(17)
(17)

Includes options to purchase 7,2802,899 shares.

(18)

Includes options to purchase 2,448 shares.

(18)(19)

Includes options to purchase 1,338 shares.

(20)

Includes, without duplication, the shares and options listed in footnotes (5) through (17)(19) above.

24



COMPENSATION DISCUSSION AND ANALYSIS

Philosophy

The Company'sCompany’s compensation philosophy is premised on the Company'sCompany’s desire to attract and retain outstanding performers. As such, the Company aims to provide highly competitive compensation packages for all its key positions, including its Named Executive Officers. The Company'sCompany’s compensation practices are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual employee, rather than by seniority or overall Company performance. Individual compensation is nonetheless linked to Company performance by virtue of the stock options granted by the Company.

Determining Executive Compensation

This Compensation Discussion and Analysis describes the compensation programs for the Company’s Named Executive Officers. During 2018, these individuals were:

Reed Hastings, Chief Executive Officer

David Wells, former Chief Financial Officer

Greg Peters, Chief Product Officer

The Company's

Ted Sarandos, Chief Content Officer

Kelly Bennett, Chief Marketing Officer

Mr. Wells’s employment with the Company ended on January 18, 2019. On March 7, 2019, the Company announced that Mr. Bennett intends to resign as Chief Marketing Officer pending the appointment of his replacement.

In 2018, the Company’s compensation program for Named Executive Officers centerscentered around threetwo components: salary and stock options and performance-based bonuses.options. The compensation associated with each of these components iswas expressed in a dollar-denominated amount and iswas allocated among these components, as described below.

In determining the compensation for its Named Executive Officers, the Compensation Committee (A) reviews and considers the performance of each Named Executive Officer and (B) considers, for each Named Executive Officer, the estimated amount of compensation:

(i)

the Company would be willing to pay to retain that person;

(ii)

the Company would have to pay to replace the person; and

(iii)

the individual could otherwise command in the employment marketplace.

The Chief Executive Officer, in consultation with the Chief Talent Officer, reviews comparative data derived from market research and publicly available information for each of the Named Executive Officers. The Chief Executive Officer then makes recommendations to the Compensation Committee

25

regarding compensation for each Named Executive Officer. The Compensation Committee reviews and discusses the information and then determines a dollar-denominated amount available for allocation to the three compensation components described above ("(“allocatable compensation"compensation”) for each Named Executive Officer, as it deems appropriate.

The Chief Executive Officer’s compensation is determined by the Compensation Committee outside the presence of the Chief Executive Officer. The Committee’s decision regarding compensation for the Chief Executive Officer is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the Chief Executive Officer in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management. In establishing the Chief Executive Officer’s compensation, the Compensation Committee is also mindful of the results of the stockholder’s Advisory Vote on Executive Compensation for the prior year.

In determining compensation for 2016,2018, the Compensation Committee retained Compensia, a management consulting firm providing executive compensation advisory services, to help the Committee assess the competitiveness of the Chief Executive Officer’s compensation, obtain a general understanding of chief executive compensation practices in the marketplace, and as a resource for its deliberations concerning the Chief Executive Officer'sOfficer’s specific compensation. The Compensation Committee did not use the information from Compensia, however, with the goal of setting a specific target compensation level based upon the percentiles derived from such other companies. TheIn 2017 and 2018, the Compensation Committee worked with Compensia in determining an appropriate peer group of companies. TheThere were minimal changes in the peer group reflectedfrom 2017 to 2018, with DISH replacing Dolby to reflect the Company’s market cap increasecontinued orientation toward media companies and oriented away fromconsumer-facing technology companies in favor of media companies. The peer group was comprised of the following companies: Adobe Systems, AMC Networks, CBS, Discovery Communications, Dolby Laboratories, eBay, LinkedIn, Lions Gate Entertainment, salesforce.com, Scripps Networks Interactive, Starz, The Priceline Group, Time Warner, Twenty-first



Century Fox, Twitter, Viacom, Walt Disney and Workday. Compensia also provided comparative data for helping review and determine compensation for the Chief Executive Officer in 2014 and 2015. The peer group for 20152018 was comprised of the following companies: Activision Blizzard, Adobe Systems, AMC Networks, Charter Communications,CBS, Discovery Communications, DISH Network, eBay, Electronic Arts, Expedia, Intuit, LinkedIn,Lions Gate Entertainment, PayPal Holdings, salesforce.com, Scripps Networks Interactive, Sirius XM Radio,Holdings, The Priceline Group, Time Warner, Twenty-first Century Fox, Twitter, Viacom, Walt Disney and Yahoo.Workday. The peer group for 2017 was comprised of the following companies: Activision Blizzard, Adobe Systems, AMC Networks, CBS, Discovery Communications, Dolby Laboratories, eBay, Electronic Arts, Lions Gate Entertainment, PayPal Holdings, salesforce.com, Scripps Networks Interactive, Sirius XM Holdings, The Priceline Group, Time Warner, Twenty-first Century Fox, Twitter, Viacom, Walt Disney and Workday. Total fees paid to Compensia were less than $120,000 in each year.

With respect to each of the Named Executive Officers, in determining compensation, the Compensation Committee considersconsidered the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each Named Executive Officer’s responsibilities and performance. The Company does not specifically benchmark compensation for its Named Executive Officers in terms of picking a particular percentile relative to other people with similar titles at peer group companies. The Company believes that many subjective factors unique to each Named Executive Officer’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.

In determining Mr. Hunt’s compensation, the Committee considered his growing responsibility for development and deployment of the Company’s engineering systems and product offerings across the globe and in multiple languages, as well as the continued market demand for engineering talent.

In determining Mr. Sarandos’s 2018 compensation, the Committee considered his role in obtaining globally relevant content for the Company’s international expansion, his significant contributions to the Company’s original content strategy and buildout of the infrastructure to support that strategy, and the market demand for high-level content programming talent. In determining Mr. Wells’s 2018 compensation, the Committee considered his performance in managing the finance organization as the Company's

26

Company’s business continues to evolve and grow internationally. In determining Mr. Peters’s 2018 compensation, the Committee considered his performance in maintainingresponsibility for the development and expanding our business operationsdeployment of the Company’s increasing engineering systems and product offerings across the globe and in particular Japanmultiple languages, as well as the continued market demand for engineering talent, and markets inincreased his compensation accordingly. In determining Mr. Bennett’s 2018 compensation, the Asia-Pacific region. The Committee also considered his responsibilities in assistingfor managing a global marketing team tasked with promoting the Company withand its consumer electroniccontent slate, and network operator relationships.

in particular its original content, around the world.

The Company’s compensation practices are evaluated on an ongoing basis to determine whether they are appropriate to attract, retain and reward outstanding performers. Such evaluations may result in refinements to the compensation program, including changes in how compensation is determined and awarded. Individual employee performance, including that of our Named Executive Officers, is also evaluated on an ongoing basis. To the extent such performance exceeds or falls short of the Company’s performance values, the Company may take action that includes, in the case of star performers, promotions or increases in compensation or, in the case of under performers, demotion, a reduction in compensation or termination.

Elements of Executive Compensation

After

For 2018, after determining the allocatable compensation for each Named Executive Officer by the method described above, such amount for each individual iswas divided into the threetwo key components of salary and stock options and performance-based bonuses.options. This allocation iswas made pursuant to the compensation preferences of each Named Executive Officer; provided however, the salary component may not exceed $1 million, except for Mr. WellsOfficer, who is excluded from the applicable IRS regulations. Any amount in salary above $1 million that is not otherwise allocated tocompensation between cash and stock options will become eligible for payment pursuant to the performance-based bonus plan (discussed below). The amount allocated to salary was considered cash compensation and paid through payroll during 2015 on a bi-weekly basis.

options.

The amount allocated to stock options is referred to as the stock option allocation. Starting in 2015, theThe Company also provides a minimum annual stock option allowance (equal to 5% of the applicable employee'sNamed Executive Officer’s allocatable compensation) which is added to the amount allocated to stock options by the Named Executive Officer in the manner described above. While the stock option allocation is expressed in a dollar denomination, the stock option allocation is only used by the Company only to calculate the number of stock options to be granted in the manner described below. The stock option allocation is not available to the employees as cash compensation, except where an employee who has allocated a portion of their compensation towardstoward stock options receives severance payments and as otherwise set forth in the Executive Severance and Retention Incentive Plan described below.

After the stock option allocation is established, the Named Executive Officers receive monthly option grants pursuant to the Company’s monthly option grant program. Under this program, the Named Executive Officers receive, on the first trading day of the month, fully vested options granted at fair market value as reflected by the closing price on the date of the option grant. The number of stock options to be granted monthly will fluctuate based on the fair market value on the date of the option grant. For 2014, the actual number of options granted to the



Named Executive Officers was determined by the following formula: the monthly dollar amount of the stock option allocation / ([fair market value on the date of option grant] * 0.20). For 2015, theThe actual number of options granted to the Named Executive Officers was determined by the following formula: the monthly dollar amount of the stock option allocation / ([fair market value on the date of option grant] * 0.40). For stock option accounting purposes, the dollar value of stock options granted by the Company, as reflected in the Summary Executive Compensation table, below, are appreciably higher than the dollar value of the stock option allocation (please compare “Summary Executive Compensation” table provided in this Proxy Statement with the table below). Furthermore, because the stock options are granted at fair market value on the date of the option grant and are not generally transferable, they are only of value to the recipient through an increase in the market value of

27

the Company’s common stock, thereby linking that element of compensation to Company performance.

As shown in the table below, the Company’s Named Executive Officers elected to receive a significant portion of their compensation in the form of stock options. The Company believes that equity ownership, including stock and stock options, helps align the interest of the Named Executive Officers with those of the Company’s stockholders and is a good mechanism to link executive compensation to long-term company performance.

In 20142017 and 2015,2018, the compensation components for the Named Executive Officers were allocated as follows (please see the “Summary Executive Compensation” table provided in this Proxy Statement for a complete description of the compensation of the Named Executive Officers in 20142017 and 2015)2018):

Name and Position

  2017
    Annual Salary		   2017
Annual Stock
Option Allocation		   2017
Monthly Stock
Option Allocation		       2017 Estimated  
Target Bonus  		 

Reed Hastings

Chief Executive Officer and Chairman of the Board

  $850,000   $21,200,000   $1,766,667   $— 

Greg Peters

Chief Product Officer

(allocation effective Jan 1, 2017, annualized)

   1,000,000    3,275,000    272,917    1,500,000 

Greg Peters

(modified allocation effective July 1, 2017, annualized)

   1,000,000    3,400,000    283,333    4,000,000 

Ted Sarandos

Chief Content Officer

   1,000,000    11,000,000    916,667    9,000,000 

David Wells

former Chief Financial Officer

   2,500,000    1,910,000    159,167    — 

Name and Position

  2018
    Annual Salary		   2018
Annual Stock
Option Allocation		   2018
Monthly Stock
Option Allocation		 

Kelly Bennett

Chief Marketing Officer

(allocation effective Jan 1, 2018, annualized)

  $4,400,000   $850,000   $70,833 

Kelly Bennett

Chief Marketing Officer

(modified allocation effective July 16, 2018, annualized)

   6,400,000    950,000    79,167 

Reed Hastings

Chief Executive Officer and Chairman of the Board

   700,000    28,700,000    2,391,667 

Greg Peters

Chief Product Officer

   6,000,000    6,600,000    550,000 

Ted Sarandos

Chief Content Officer

   12,000,000    14,250,000    1,187,500 

David Wells

former Chief Financial Officer

   2,800,000    2,450,000    204,167 

28

Name and Position 
2014
Annual Salary

 
2014
Annual Stock
Option Allocation

 
2014
Monthly Stock
Option Allocation

Reed Hastings
Chief Executive Officer and Chairman of the Board
 $3,000,000
 $3,000,000
 $250,000
Neil Hunt
Chief Product Officer
 1,750,000
 1,750,000
 145,833
Greg Peters
International Development Officer
 1,000,000
 1,000,000
 83,333
Ted Sarandos
Chief Content Officer
 2,800,000
 2,200,000
 183,333
David Wells
Chief Financial Officer
 950,000
 550,000
 45,833
Name and Position 
2015
Annual Salary

 
2015
Annual Stock
Option Allocation

 
2015
Monthly Stock
Option Allocation

 2015 Bonus
Reed Hastings
Chief Executive Officer and Chairman of the Board
 $1,000,000
 $13,700,000
 $1,141,667
 $—
Neil Hunt
Chief Product Officer
 1,000,000
 1,875,000
 156,250
 5,000,000
Greg Peters
International Development Officer
 1,000,000
 2,725,000
 227,083
 1,000,000
Ted Sarandos
Chief Content Officer
 1,000,000
 9,600,000
 800,000
 2,000,000
David Wells
Chief Financial Officer
 2,000,000
 1,675,000
 139,583
 —
As described above,

From 2015 through 2017, the Committee determined that the maximum annual salary payable to any Named Executive Officer (excluding Mr. Wells) for 2015the Chief Financial Officer) would be $1 million. Any portion of a Named Executive Officer’s compensation over $1 million that was not allocated to stock options or salary was paidallocated to a target bonus to the Named Executive Officer pursuant to our Performance Bonus Plan (the "Plan"“Plan”), which was approved by shareholders at our 2014 Annual Meeting. The Plan iswas intended to permit the Company to seek a full federal tax deduction for compensation paid under the Plan, compensation that otherwise might not behave been fully tax deductible to the Company if paid as salary.

Under For 2018, the Plan,Company did not offer performance-based bonuses areand all cash compensation was paid only if the performance goals set by the Committee at the beginning of the applicable performance period are achieved. The actual awards (if any) payable for any performance period will vary depending on the extent to which actual performance meets, exceeds or falls short of the goals approved by the Committee. The Compensation Committee has the discretion to determine whether a bonus will be paid in the event an executive terminates employment before the bonus is scheduled to be paid. In addition, the Compensation


Committee has discretion to decrease (but not increase) the bonuses that otherwise would be paid under the Bonus Plan based on actual performance versus the specified goals.
For 2015, the Compensation Committee approved four performance periods. Each performance period was comprised of one of our fiscal quarters so that, in effect, one performance period always was in effect during 2015. There were three participants in each performance period, namely Mr. Sarandos, Mr. Hunt and Mr. Peters. For each performance period, the Committee chose a target bonus for each participant and goal for the Company’s global streaming revenue for that quarter, as calculated under generally accepted accounting principles and reflected in our publicly-available financial statements. The Committee chose this goal because global streaming revenue is an important metric demonstrating growth of the Company. Under the bonus formula approved by the Committee, the actual bonus earned (if any) would correspond to the percentage of the goal achieved, provided that no bonus would be payable for less than 80% achievement of the goal and the maximum bonus payable would be 120% of the target bonus, even if performance was greater than 120% of the goal. The below table shows the performance goals, the level of achievement of the goals, and the percentage of target bonuses earned for each of the four quarterly performance periods.
Performance Goals by Quarter Q1
 Q2
 Q3
 Q4
Goal for Global Streaming Revenue (in thousands) $1,398,000
 $1,474,000
 $1,593,000
 $1,667,000
Actual Global Streaming Revenue (in thousands) 1,399,929
 1,480,676
 1,580,831
 1,672,338
% of Goal Achieved 100% 100% 99% 100%
% of Target Bonus Earned 100% 100% 99% 100%

Based on the above, the following bonuses were paid in 2015:
Name and Position Q1
 Q2
 Q3
 Q4
 2015
Neil Hunt          
Target Bonus $1,250,000
 $1,250,000
 $1,250,000
 $1,250,000
 $5,000,000
Actual Bonus 1,250,000
 1,250,000
 1,237,500
 1,250,000
 4,987,500
Greg Peters          
Target Bonus 250,000
 250,000
 250,000
 250,000
 1,000,000
Actual Bonus 250,000
 250,000
 247,500
 250,000
 997,500
Ted Sarandos          
Target Bonus 500,000
 500,000
 500,000
 500,000
 2,000,000
Actual Bonus 500,000
 500,000
 495,000
 500,000
 1,995,000



In 2016, the compensation components for the persons expected to be Named Executive Officers for the fiscal year ending December 31, 2016 are being allocated as follows:
Name and Position 
2016
Annual Salary

 
2016
Annual Stock
Option Allocation

 
2016
Monthly Stock
Option Allocation

 2016 Estimated Target Bonus
Reed Hastings
Chief Executive Officer and Chairman of the Board
 $900,000
 $19,050,000
 $1,587,500
 $—
Neil Hunt
Chief Product Officer
 1,000,000
 2,150,000
 179,167
 5,250,000
Greg Peters
International Development Officer
 1,000,000
 3,275,000
 272,917
 1,500,000
Ted Sarandos
Chief Content Officer
 1,000,000
 11,800,000
 983,333
 4,000,000
David Wells
Chief Financial Officer
 2,400,000
 1,800,000
 150,000
 —
The Estimated Target Bonus amounts set out in the table above are estimates only, and any actual amounts that may be paid to these Named Executive Officers may differ based on factors adopted by the Committee pursuant to the Plan.
Vested stock options granted after June 30, 2004 and before January 1, 2007 can be exercised up to one (1) year following termination of employment. salary.

Vested stock options granted on or after January 1, 2007 can be exercised up to ten (10) years following grant regardless of employment status. The Company believes that this increase in the life of the options enhances the value of such options for each employee and thereby encourages equity ownership in the Company, which is helpful in aligning the interests of employees with that of the Company. The Company does not believe that staggered vesting of stock options or early expiration of options following termination has a material impact on retention. The Company believes that creating a high-performance culture and providing highly competitive compensation packages are the critical components for retaining employees, including its Named Executive Officers.

Across the broader employee base, the Company utilizes salary and stock options as its key compensation components in order to be competitive within the marketplace. Similarly situated companies typically offer employees an equity component as part of their overall compensation and as such, the Company believes it is important to provide this opportunity to its employees, including the Named Executive Officers. By permitting employees to request a customized combination of salary and stock options, the Company believes it is better able to take into consideration personal compensation preferences and thereby offer a more compelling compensation package. In addition, offering grants monthly provides employees with a “dollar-cost averaging” approach to the price of their option grants. Option grants made on an infrequent basis are more susceptible to the whims of market timing and fluctuations. By granting options each month, the Company believes it alleviates to a great extent the arbitrariness of option timing and the potential negative employee issues associated with “underwater” options.

Each Named Executive Officer, like all of the Company'sCompany’s employees, is eligible to receive an additional $15,000 in annual compensation not reflected above that may be used to defray the cost of health care benefits previously paid by the Company. Any portion of this allowance not utilized toward the cost of health care benefits will be paid as salary, up to a maximum of $5,000.

In addition to salary and stock options, all exempt employees, including Named Executive Officers, also have the opportunity to participate in the Company'sCompany’s 401(k) matching program which enables them to receive adollar-for-dollar Company match of up to 3% of his or her compensation to the 401(k) fund. Mr. Hunt,Bennett, Mr. Sarandos and Mr. Wells all participated in this program in 20152018 and therefore the Company matched the 401(k) contributions as shown in the tables of this Proxy Statement.

The Company also maintains a group term life insurance policy for all full-time employees.

29



For the fiscal year ending December 31, 2019, the compensation components for the Named Executive Officers are being allocated as follows, based on the allocation method described above:

Name and Position

 2019
Annual Salary		   2019
Annual Stock
Option Allocation		   2019
Monthly Stock
Option Allocation		 

Kelly Bennett

Chief Marketing Officer

 $6,200,000   $1,150,000   $95,833 

Reed Hastings

Chief Executive Officer and Chairman of the Board

  700,000    30,800,000    2,566,667 

Spencer Neumann

Chief Financial Officer

  5,000,000    5,000,000    416,667 

Greg Peters

Chief Product Officer

  10,000,000    6,800,000    566,667 

Ted Sarandos

Chief Content Officer

  18,000,000    13,500,000    1,125,000 

Termination-Based Compensation and Change in Control Retention Incentives

The Named Executive Officers are beneficiaries of the Company’s Amended and Restated Executive Severance and Retention Incentive Plan.Plan (“Severance Plan”). Under this plan,Severance Plan, each employee of the Company at the level of Vice President or higher (“Covered Executive”) is entitled to a severance benefit upon termination of employment by the Company (other than for cause, death or permanent disability) so long as he or she signs a waiver and release of claims and an agreement not to disparage the Company, its directors or its officers in a form reasonably satisfactory to the Company. The severance benefit consists of a lump sum cash payment equal to nine (9) months of base pay andallocatable compensation, or, for newly hired Covered Executives only, a cash payment equal to 24 months of allocatable compensation, which is reduced by an amount equal to one (1) month of allocatable compensation for each month of tenure at the Company for the first 15 months of continuous employment following hire by the Company, such that the minimum benefit for such newly hired Covered Executives is the cash equivalent of nine (9) months of the cash equivalent to the stock option allocation then being used in calculating the number of options granted monthly to such employee.allocatable compensation. The right to receive a severance benefit terminates upon a change in control transaction, so that the beneficiaries ofCovered Executives under the planSeverance Plan are not entitled to both a change in control benefit as well as a severance benefit.

In lieu of the severance benefit described above, the Severance Plan provides that employees covered by the planSeverance Plan who are employed by the Company on the date of a change in control transaction are entitled to receive a lump sum cash payment equal to twelve (12) months of base pay and twelve (12) monthsallocatable compensation regardless of the cash equivalent to the stock option allocation then being used in calculating the number of options granted monthly to such employee.

whether their employment terminates.

The Company also hasmaintains a plan for its director level employees (the “Director Plan”) that provides those employees who are employed by the Company on the date of a change in control transaction with a lump sum cash payment equal to six (6) months of base pay and six (6) monthsallocatable compensation, regardless of the cash equivalent to the stock option allocation then being used in calculating the number of options granted monthly to such employee.whether their employment terminates. While director level employees are not guaranteed any severance upon termination of employment, to the extent any severance is provided to a director level employee, payment associated with the change in control will be in lieu of or otherwise offset against any such severance payment.

30

The Company believes that it wasis appropriate to make such payment upon the single-trigger event of a change in control in order to reduce distractions associated with the uncertainty surrounding change in control transactions and to reduce potential conflicts that might otherwise arise when a Company executive must rely on the decisions of the acquiring company for either continued employment or severance.

The benefits owing under the plansSeverance Plan or Director Plan are to be paid to an individual covered under the beneficiaryapplicable plan by the Company as soon as administratively practicable following the completion of all conditions to the payment, but in no event more than two and one half months following the date of the triggering event. The Company believes that benefits under the Company’s Amended and Restated Executive Severance and Retention Incentive Plan are consistent with similar benefits offered to executive officers of similarly situated companies and moreover, the Plan is an important element in advancing the Company’s overall compensation philosophy of attracting and retaining outstanding performers. Each of the terms “base pay,” “cause” and “change in control” are defined in the plan, a copy of which is attached as Exhibit 10.710.14 to the Company’s Form 10-K10-Q filed on February 1, 2013.

July 19, 2017.

Tax Considerations


The Compensation Committee considers the potential impact of

Section 162(m) of the Internal Revenue Code was among the provisions that were amended pursuant to The Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on executive officer compensation.December 22, 2017. The prior version of Section 162(m) generally disallowsdisallowed a tax deduction for compensation that we paypaid to our Chief Executive Officer or any of the next three most highly compensated executive officers (excluding the Chief Financial Officer) to the extent that the compensation for any such individual exceedsexceeded $1 million in any taxable year. However, this deduction limitation doesdid not apply to compensation that is "performance-based"was “performance-based” under Section 162(m). The Company'sTax Act amended Section 162(m) to eliminate the exception for performance-based compensation. As a result, effective for our 2018 fiscal year and thereafter, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Section 162(m) will be $1 million per officer. The Tax Act also expanded the individuals covered by Section 162(m) to include our Chief Financial Officer and certain of our former officers. Separately, the Tax Act included a transition rule with respect to compensation that is provided pursuant to a written binding contract in effect on November 2, 2017 and not materially modified after that date. The Company continued to grant stock options in 2018, although such grants will not be deductible to the extent the total compensation for each officer subject to the rules of Section 162(m) exceeds $1 million in the year in which the stock options are intendedexercised. Pursuant to the transition rule, stock option grants that were granted prior to 2018 will generally still be eligible for the prior rules under Section 162(m) and will be deductible to the extent they qualify as performance-based compensation under Section 162(m). Similarly, bonuses earned and paid under the Performance Bonus Plan are intended to qualify as performance-based. Amounts paid as salary do not qualify as performance-based. For this reason, theThe Committee chose to cap each Named Executive Officer's salary (other than the Chief Financial Officer) at $1 million for 2015. Although the Committee carefully considers the tax impact of the Company'sCompany’s compensation programs, and will generally seek to preserve the deductibility of any performance-based compensation that is subject to the transition rule of the Tax Act, to the extent practicable and in the futurebest interests of the Company and its stockholders. However, the Committee andreserves the Company may chooseright to pay compensation that is not tax deductible to the Company to the extent that the Committee considers it to be in the interests of the Company and its shareholders.deductible.

31



The Committee’s Consideration of the 20152018 Nonbinding Advisory Vote to Approve the Compensation of our Named Executive Officers

In 2015, 98%2018, 61% of the shares voted approved the compensation of our Named Executive Officers. At the time of the 20152018 vote, the Committee had already approved the design and goals of our executive compensation program for 2015.2018. The Committee reviewed these voting results, which while lower than prior years, affirmed support of the Company'sCompany’s approach to executive compensation.

32


COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form10-K for the year ended December 31, 2018.

Compensation Committee of the Board of Directors

Rodolphe Belmer

Timothy M. Haley

Jay C. Hoag

Anne Sweeney

33


COMPENSATION OF EXECUTIVE OFFICERS AND OTHER MATTERS

Summary Executive Compensation

The following summary executive compensation table sets forth information concerning the compensation paid by the Company to: (i) the Chief Executive Officer (the Company’s principal executive officer), (ii) the Chief Financial Officer (the Company’s principal financial officer), and (iii) the Company’s other named executive officers listed below. A description of the method for determining the amount of salary in proportion to total compensation is set forth above in “Compensation Discussion and Analysis.”

Name and Principal Position Year 
Salary
($)

 
Option
Awards
($)  (1)

 
Non-Equity Incentive Plan Compensation ($)  (2)

 
All Other
Compensation
($)
 
Total
($)

Reed Hastings 2015 $1,115,385
 $15,496,797
 $—
 
$ 16,832 (3)
 $16,629,014
Chief Executive Officer, President, Chairman of the 2014 2,961,539
 8,102,387
 —
 
15,966 (4)
 11,079,892
Board 2013 1,952,308
 5,779,583
 —
 
966 (5)
 7,732,857
Neil Hunt 2015 1,067,308
 2,368,693
 4,987,500
 
23,942 (6)  
 8,447,443
Chief Product Officer 2014 1,750,000
 4,746,338
 —
 
23,766 (7)  
 6,520,104
  2013 1,731,154
 3,750,199
 —
 
8,616 (8)  
 5,489,969
Greg Peters 2015 1,038,462
 3,156,900
 997,500
 
429,724 (9)
 5,622,586
International Development 2014 999,431
 2,640,331
 —
 
15,420 (10)
 3,655,182
Officer            
Ted Sarandos 2015 1,107,692
 10,877,040
 1,995,000
 
22,030 (11)
 14,001,762
Chief Content Officer 2014 2,776,923
 6,022,094
 —
 
28,250 (12)
 8,827,267
  2013 2,163,846
 5,312,216
 —
 
10,860 (13)
 7,486,922
David Wells 2015 2,036,539
 1,928,575
 —
 
213,736 (14)  
 4,178,850
Chief Financial Officer 2014 943,077
 1,476,414
 —
 
23,220 (15)  
 2,442,711
  2013 769,231
 1,018,369
 —
 
8,070 (16)  
 1,795,670

Name and Principal Position

    Year  Salary
($)		  Option
Awards
($) (1)		  Non-Equity
Incentive Plan
Compensation
($) (2)		  All Other
Compensation
($)		  Total
($)		 

Reed Hastings

   2018  $700,000  $  35,380,417  $—  $—  $ 36,080,417 

Chief Executive Officer, President, Chairman of the Board

   2017   850,000   23,527,499   —   —   24,377,499 
   2016   900,000   22,277,733   —   —   23,177,733 
       

Ted Sarandos

   2018     12,000,000   17,615,220   —   32,251 (3)   29,647,471 

Chief Content Officer

   2017   1,000,000   12,389,532     9,045,000   8,100 (4)   22,442,632 
   2016   1,000,000   13,917,568   4,000,000   5,538 (5)   18,923,106 

Greg Peters

   2018   6,000,000   7,985,902   —   832,687 (6)   14,818,589 

Chief Product Officer

   2017   1,000,000   3,725,022   2,763,750   1,748,718 (7)   9,237,490 
   2016   1,000,000   3,869,152   1,500,000   1,660,135 (8)   8,029,287 

Kelly Bennett (9)

   2018   5,284,616   1,124,402   —   47,550 (10)   6,456,568 

Chief Marketing Officer

       

David Wells

   2018   2,800,000   3,030,461   —   8,250 (11)   5,838,711 

Chief Financial Officer

   2017   2,500,000   2,127,673   —   553,641 (12)   5,181,314 
   2016   2,400,000   2,145,314   —   1,549,136 (13)   6,094,450 

(1)
(1)

Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the respective fiscal year. The dollar amounts set forth in the Option Awards column are different than the stock option allocation amounts described in the section above entitled “Compensation Discussion and Analysis” because the stock option allocation amounts are reflective of the total compensation amount attributable to stock option grants, not the accounting valuation. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 87 to the Company’s consolidated financial statements for the fiscal year ended December 31, 20152018 and the discussion under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” in the Company’s Form10-K filed with the SEC on January 28, 2016.29, 2019, as amended by our Amendment No. 1 on Form10-K/A filed with the SEC on February 8, 2019.

(2)
(2)

In accordance with the Company'sCompany’s Performance Bonus Plan as approved by the Compensation Committee, the dollar amounts represent the amount earned in 20152016 and 2017 for the achievement of the established performance goals.

34

(3)
(3)

Includes $15,000 in medical paid premiums and $1,832 under sponsored benefit plans available to all employees.

(4)Includes $15,000 in medical paid premiums and $966 under sponsored benefit plans available to all employees.
(5)Includes $966 under sponsored benefit plans available to all employees.
(6)Includes $7,950$8,250 representing our matching contribution made under our 401(k) plan, $15,000 in medical paid premiums,$19,599 for personal use of company aircraft, and $992 under sponsored benefit plans available to all employees.$4,402 for commuting expenses.

(4)
(7)

Includes $7,800$8,100 representing our matching contribution made under our 401(k) plan, $15,000 in medical paid premiums, and $966 under sponsored benefit plans available to all employees.plan.



(5)
(8)

Includes $7,650$5,538 representing our matching contribution made under our 401(k) plan and $966 under sponsored benefit plans available to all employees.plan.

(6)
(9)

Includes $15,000 in medical paid premiums, $637 under sponsored benefit plans available to all employees, and payment of $414,087$829,025 for living allowanceallowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment.assignment and $3,662 of commuting expenses.

(7)
(10)

Includes $15,000 in medical paid premiums and $420 under sponsored benefit plans available to all employees.

(11)Includes $5,538 representing our matching contribution made under our 401(k) plan, $15,000 in medical paid premiums, $992 under sponsored benefit plans available to all employees, and a $500 auto allowance.
(12)Includes $5,784 representing our matching contribution made under our 401(k) plan, $15,000 in medical paid premiums, $966 under sponsored benefit plans available to all employees, and a $6,500 auto allowance.
(13)Includes $3,730 representing our matching contribution made under our 401(k) plan, $630 under sponsored benefit plans available to all employees, and a $6,500 auto allowance.
(14)Includes $7,950 representing our matching contribution made under our 401(k) plan, $15,000 in medical paid premiums, $436 under sponsored benefit plans available to all employees, and payment of $190,350$1,746,105 for living allowanceallowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment.assignment and $2,613 of commuting expenses.

(8)
(15)

Includes $7,800 representing our matching contribution made under our 401(k) plan, $15,000 in medical$1,660,135 for living allowances and taxes paid premiums, and $420 under sponsored benefit plans availableby the Company to all employees.tax equalize the employee for an expatriate assignment.

(9)

Mr. Bennett was not a Named Executive Officer for 2016 and 2017.

(16)(10)

Includes $7,650$8,250 representing our matching contribution made under our 401(k) plan and $420payment of $13,532 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $25,678 of commuting expenses.

(11)

Includes $8,250 representing our matching contribution made under sponsored benefit plans availableour 401(k) plan.

(12)

Includes $8,100 representing our matching contribution made under our 401(k) plan and payment of $545,541 for living allowances and taxes paid by the Company to all employees.tax equalize the employee for an expatriate assignment.

(13)

Includes $7,950 representing our matching contribution made under our 401(k) plan and payment of $1,541,186 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment.

35

Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2015.2018. As described above in “Compensation Discussion and Analysis,” the Company grants employees, including the Named Executive Officers, fully vested stock options on a monthly basis. These stock options can generally be exercised up to 10 years following the date of grant, regardless of employment status. These are the only equity awards made to the Named Executive Officers. The material terms of these stock option grants, including the formula for determining the number of stock options to be granted, are set forth above in “Compensation Discussion and Analysis.”

     Estimated Potential Payouts Under
Non-Equity Incentive Plan Awards		  All Other
Option Awards:
Number of
Securities
Underlying
Options		  Exercise
or Base Price
of Option
Awards		  Grant Date
Fair Value
of Stock
and Option
Awards		 

Name

   Grant Date  Threshold ($)  Target ($)  Maximum ($)  (#)  ($/Sh)  ($) 

Reed Hastings

  1/2/2018      21,966  $201.07   2,160,839 

Reed Hastings

  2/1/2018      22,557  $265.07   2,925,271 

Reed Hastings

  3/1/2018      20,590  $290.39   2,925,608 

Reed Hastings

  4/2/2018      21,332  $280.29   3,066,603 

Reed Hastings

  5/1/2018      19,085  $313.30   3,066,696 

Reed Hastings

  6/1/2018      16,612  $359.93   3,066,608 

Reed Hastings

  7/2/2018      15,016  $398.18   2,989,172 

Reed Hastings

  8/1/2018      17,670  $338.38   2,989,225 

Reed Hastings

  9/4/2018      16,444  $363.60   2,989,156 

Reed Hastings

  10/1/2018      15,676  $381.43   3,067,107 

Reed Hastings

  11/1/2018      18,839  $317.38   3,067,017 

Reed Hastings

  12/3/2018      20,597  $290.30   3,067,114 

Ted Sarandos

  1/2/2018      11,397  $201.07   1,121,146 

Ted Sarandos

  2/1/2018      11,200  $265.07   1,452,455 

Ted Sarandos

  3/1/2018      10,223  $290.39   1,452,574 

Ted Sarandos

  4/2/2018      10,592  $280.29   1,522,664 

Ted Sarandos

  5/1/2018      9,476  $313.30   1,522,662 

Ted Sarandos

  6/1/2018      8,248  $359.93   1,522,597 

Ted Sarandos

  7/2/2018      7,456  $398.18   1,484,235 

Ted Sarandos

  8/1/2018      8,773  $338.38   1,484,124 

Ted Sarandos

  9/4/2018      8,165  $363.60   1,484,217 

Ted Sarandos

  10/1/2018      7,783  $381.43   1,522,792 

Ted Sarandos

  11/1/2018      9,354  $317.38   1,522,845 

Ted Sarandos

  12/3/2018      10,227  $290.30   1,522,910 

Greg Peters

  1/2/2018      3,523  $201.07   346,565 

Greg Peters

  2/1/2018      5,187  $265.07   672,668 

Greg Peters

  3/1/2018      4,735  $290.39   672,790 

Greg Peters

  4/2/2018      4,906  $280.29   705,267 

Greg Peters

  5/1/2018      4,389  $313.30   705,252 

Greg Peters

  6/1/2018      3,820  $359.93   705,180 

36

     Estimated Potential Payouts Under
Non-Equity Incentive Plan Awards		  All Other
Option Awards:
Number of
Securities
Underlying
Options		  Exercise
or Base Price
of Option
Awards		  Grant Date
Fair Value
of Stock
and Option
Awards		 

Name

   Grant Date  Threshold ($)  Target ($)  Maximum ($)  (#)  ($/Sh)  ($) 

Greg Peters

  7/2/2018      3,453  $398.18   687,374 

Greg Peters

  8/1/2018      4,063  $338.38   687,336 

Greg Peters

  9/4/2018      3,782  $363.60   687,484 

Greg Peters

  10/1/2018      3,605  $381.43   705,341 

Greg Peters

  11/1/2018      4,332  $317.38   705,256 

Greg Peters

  12/3/2018      4,737  $290.30   705,390 

Kelly Bennett

  1/2/2018      891  $201.07   87,649 

Kelly Bennett

  2/1/2018      668  $265.07   86,629 

Kelly Bennett

  3/1/2018      609  $290.39   86,532 

Kelly Bennett

  4/2/2018      632  $280.29   90,854 

Kelly Bennett

  5/1/2018      565  $313.30   90,788 

Kelly Bennett

  6/1/2018      492  $359.93   90,824 

Kelly Bennett

  7/2/2018      445  $398.18   88,584 

Kelly Bennett

  8/1/2018      585  $338.38   98,964 

Kelly Bennett

  9/4/2018      544  $363.60   98,887 

Kelly Bennett

  10/1/2018      519  $381.43   101,546 

Kelly Bennett

  11/1/2018      624  $317.38   101,588 

Kelly Bennett

  12/3/2018      682  $290.30   101,557 

David Wells

  1/2/2018      1,979  $201.07   194,678 

David Wells

  2/1/2018      1,925  $265.07   249,641 

David Wells

  3/1/2018      1,758  $290.39   249,792 

David Wells

  4/2/2018      1,821  $280.29   261,780 

David Wells

  5/1/2018      1,629  $313.30   261,758 

David Wells

  6/1/2018      1,418  $359.93   261,766 

David Wells

  7/2/2018      1,282  $398.18   255,202 

David Wells

  8/1/2018      1,508  $338.38   255,108 

David Wells

  9/4/2018      1,404  $363.60   255,216 

David Wells

  10/1/2018      1,338  $381.43   261,788 

David Wells

  11/1/2018      1,609  $317.38   261,948 

David Wells

  12/3/2018      1,758  $290.30   261,785 

37

    
All Other
Option Awards:
Number of
Securities
Underlying
Options
 
Exercise
or Base Price
of Option
Awards
 
Grant Date
Fair Value
of Stock
and Option
Awards
Name Grant Date (#) ($/Sh) ($)
Reed Hastings 1/2/2015 25,074 49.85 554,600
Reed Hastings 2/2/2015 45,290 63.01 1,266,237
Reed Hastings 3/2/2015 41,601 68.61 1,266,416
Reed Hastings 4/1/2015 48,363 59.02 1,259,876
Reed Hastings 5/1/2015 35,868 79.58 1,259,865
Reed Hastings 6/1/2015 32,067 89.00 1,259,791
Reed Hastings 7/1/2015 30,485 93.64 1,394,780
Reed Hastings 8/3/2015 25,360 112.56 1,394,800
Reed Hastings 9/1/2015 26,977 105.79 1,394,492
Reed Hastings 10/1/2015 26,933 105.98 1,482,120
Reed Hastings 11/2/2015 26,513 107.64 1,481,862
Reed Hastings 12/1/2015 22,765 125.37 1,481,958
Neil Hunt 1/2/2015 14,630 49.85 323,594
Neil Hunt 2/2/2015 6,195 63.01 173,202
Neil Hunt 3/2/2015 5,691 68.61 173,245
Neil Hunt 4/1/2015 6,622 59.02 172,506
Neil Hunt 5/1/2015 4,907 79.58 172,359


    
All Other
Option Awards:
Number of
Securities
Underlying
Options
 
Exercise
or Base Price
of Option
Awards
 
Grant Date
Fair Value
of Stock
and Option
Awards
Name Grant Date (#) ($/Sh) ($)
Neil Hunt 6/1/2015 4,389 89.00 172,427
Neil Hunt 7/1/2015 4,172 93.64 190,881
Neil Hunt 8/3/2015 3,476 112.56 191,180
Neil Hunt 9/1/2015 3,692 105.79 190,846
Neil Hunt 10/1/2015 3,686 105.98 202,840
Neil Hunt 11/2/2015 3,629 107.64 202,832
Neil Hunt 12/1/2015 3,115 125.37 202,781
Greg Peters 1/2/2015 8,358 49.85 184,866
Greg Peters 2/2/2015 9,009 63.01 251,877
Greg Peters 3/2/2015 8,274 68.61 251,877
Greg Peters 4/1/2015 9,618 59.02 250,553
Greg Peters 5/1/2015 7,133 79.58 250,547
Greg Peters 6/1/2015 6,377 89.00 250,528
Greg Peters 7/1/2015 6,062 93.64 277,355
Greg Peters 8/3/2015 5,047 112.56 277,585
Greg Peters 9/1/2015 5,366 105.79 277,379
Greg Peters 10/1/2015 5,357 105.98 294,795
Greg Peters 11/2/2015 5,274 107.64 294,774
Greg Peters 12/1/2015 4,528 125.37 294,764
Ted Sarandos 1/2/2015 18,389 49.85 406,738
Ted Sarandos 2/2/2015 31,738 63.01 887,344
Ted Sarandos 3/2/2015 29,148 68.61 887,322
Ted Sarandos 4/1/2015 33,894 59.02 882,952
Ted Sarandos 5/1/2015 25,130 79.58 882,692
Ted Sarandos 6/1/2015 22,470 89.00 882,761
Ted Sarandos 7/1/2015 21,357 93.64 977,147
Ted Sarandos 8/3/2015 17,773 112.56 977,515
Ted Sarandos 9/1/2015 18,904 105.79 977,184
Ted Sarandos 10/1/2015 18,872 105.98 1,038,524
Ted Sarandos 11/2/2015 18,579 107.64 1,038,416
Ted Sarandos 12/1/2015 15,952 125.37 1,038,445
David Wells 1/2/2015 4,599 49.85 101,723
David Wells 2/2/2015 5,537 63.01 154,806
David Wells 3/2/2015 5,082 68.61 154,706
David Wells 4/1/2015 5,915 59.02 154,088
David Wells 5/1/2015 4,382 79.58 153,918
David Wells 6/1/2015 3,920 89.00 154,002
David Wells 7/1/2015 3,731 93.64 170,704
David Wells 8/3/2015 3,101 112.56 170,555
David Wells 9/1/2015 3,298 105.79 170,480
David Wells 10/1/2015 3,293 105.98 181,214
David Wells 11/2/2015 3,241 107.64 181,146
David Wells 12/1/2015 2,784 125.37 181,233


Option Exercises and Stock Vested

Outstanding Equity Awards at FiscalYear-End

The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2015.2018. All options are fully vested.vested and can generally be exercised up to 10 years following the date of grant.

  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Reed Hastings

  67,907  $4.91   3/2/2019 

Reed Hastings

  54,418  $6.12   4/1/2019 

Reed Hastings

  52,458  $6.35   5/1/2019 

Reed Hastings

  56,966  $5.85   6/1/2019 

Reed Hastings

  57,414  $5.80   7/1/2019 

Reed Hastings

  51,898  $6.42   8/3/2019 

Reed Hastings

  55,342  $6.02   9/1/2019 

Reed Hastings

  52,269  $6.37   10/1/2019 

Reed Hastings

  43,372  $7.69   11/2/2019 

Reed Hastings

  40,061  $8.32   12/1/2019 

Reed Hastings

  54,516  $7.64   1/4/2020 

Reed Hastings

  95,578  $8.72   2/1/2020 

Reed Hastings

  83,692  $9.96   3/1/2020 

Reed Hastings

  77,777  $10.71   4/1/2020 

Reed Hastings

  57,197  $14.57   5/3/2020 

Reed Hastings

  54,369  $15.33   6/1/2020 

Reed Hastings

  53,193  $15.67   7/1/2020 

Reed Hastings

  57,260  $14.55   8/2/2020 

Reed Hastings

  43,239  $19.27   9/1/2020 

Reed Hastings

  37,716  $22.09   10/1/2020 

Reed Hastings

  34,853  $23.91   11/1/2020 

Reed Hastings

  29,148  $28.59   12/1/2020 

Reed Hastings

  32,697  $25.49   1/3/2021 

Reed Hastings

  41,097  $30.41   2/1/2021 

Reed Hastings

  42,763  $29.23   3/1/2021 

Reed Hastings

  36,141  $34.58   4/1/2021 

Reed Hastings

  36,890  $33.88   5/2/2021 

Reed Hastings

  32,739  $38.18   6/1/2021 

Reed Hastings

  32,648  $38.28   7/1/2021 

Reed Hastings

  33,222  $37.63   8/1/2021 

Reed Hastings

  37,513  $33.32   9/1/2021 

Reed Hastings

  77,266  $16.18   10/3/2021 

38

  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Reed Hastings

  109,249  $11.44   11/1/2021 

Reed Hastings

  130,263  $9.60   12/1/2021 

Reed Hastings

  121,121  $10.32   1/3/2022 

Reed Hastings

  35,581  $17.57   2/1/2022 

Reed Hastings

  38,801  $16.11   3/1/2022 

Reed Hastings

  38,388  $16.28   4/2/2022 

Reed Hastings

  53,774  $11.62   5/1/2022 

Reed Hastings

  69,503  $8.99   6/1/2022 

Reed Hastings

  64,477  $9.69   7/2/2022 

Reed Hastings

  80,276  $7.79   8/1/2022 

Reed Hastings

  78,225  $7.99   9/4/2022 

Reed Hastings

  78,057  $8.01   10/1/2022 

Reed Hastings

  56,315  $11.10   11/1/2022 

Reed Hastings

  57,561  $10.86   12/3/2022 

Reed Hastings

  47,551  $13.14   1/2/2023 

Reed Hastings

  35,399  $23.54   2/1/2023 

Reed Hastings

  30,807  $27.05   3/1/2023 

Reed Hastings

  31,976  $26.06   4/1/2023 

Reed Hastings

  27,398  $30.42   5/1/2023 

Reed Hastings

  26,278  $31.71   6/3/2023 

Reed Hastings

  26,012  $32.04   7/1/2023 

Reed Hastings

  23,415  $35.59   8/1/2023 

Reed Hastings

  20,188  $41.29   9/3/2023 

Reed Hastings

  17,969  $46.37   10/1/2023 

Reed Hastings

  17,717  $47.04   11/1/2023 

Reed Hastings

  16,030  $51.99   12/2/2023 

Reed Hastings

  16,079  $51.83   1/2/2024 

Reed Hastings

  21,637  $57.77   2/3/2024 

Reed Hastings

  19,635  $63.66   3/3/2024 

Reed Hastings

  23,996  $52.10   4/1/2024 

Reed Hastings

  25,998  $48.07   5/1/2024 

Reed Hastings

  20,734  $60.29   6/2/2024 

Reed Hastings

  18,494  $67.59   7/1/2024 

Reed Hastings

  20,566  $60.77   8/1/2024 

Reed Hastings

  18,361  $68.09   9/2/2024 

Reed Hastings

  19,943  $62.69   10/1/2024 

Reed Hastings

  22,526  $55.49   11/3/2024 

Reed Hastings

  25,599  $48.83   12/1/2024 

Reed Hastings

  25,074  $49.85   1/2/2025 

39

  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Reed Hastings

  45,290  $63.01   2/2/2025 

Reed Hastings

  41,601  $68.61   3/2/2025 

Reed Hastings

  48,363  $59.02   4/1/2025 

Reed Hastings

  35,868  $79.58   5/1/2025 

Reed Hastings

  32,067  $89.00   6/1/2025 

Reed Hastings

  30,485  $93.64   7/1/2025 

Reed Hastings

  25,360  $112.56   8/3/2025 

Reed Hastings

  26,977  $105.79   9/1/2025 

Reed Hastings

  26,933  $105.98   10/1/2025 

Reed Hastings

  26,513  $107.64   11/2/2025 

Reed Hastings

  22,765  $125.37   12/1/2025 

Reed Hastings

  25,959  $109.96   1/4/2026 

Reed Hastings

  42,176  $94.09   2/1/2026 

Reed Hastings

  40,374  $98.30   3/1/2026 

Reed Hastings

  37,547  $105.70   4/1/2026 

Reed Hastings

  42,629  $93.11   5/2/2026 

Reed Hastings

  39,097  $101.51   6/1/2026 

Reed Hastings

  41,055  $96.67   7/1/2026 

Reed Hastings

  42,055  $94.37   8/1/2026 

Reed Hastings

  40,755  $97.38   9/1/2026 

Reed Hastings

  38,670  $102.63   10/3/2026 

Reed Hastings

  32,188  $123.30   11/1/2026 

Reed Hastings

  33,857  $117.22   12/1/2026 

Reed Hastings

  31,130  $127.49   1/3/2027 

Reed Hastings

  31,373  $140.78   2/1/2027 

Reed Hastings

  30,961  $142.65   3/1/2027 

Reed Hastings

  30,062  $146.92   4/3/2027 

Reed Hastings

  28,431  $155.35   5/1/2027 

Reed Hastings

  27,097  $162.99   6/1/2027 

Reed Hastings

  30,216  $146.17   7/3/2027 

Reed Hastings

  24,264  $182.03   8/1/2027 

Reed Hastings

  25,275  $174.74   9/1/2027 

Reed Hastings

  24,952  $177.01   10/2/2027 

Reed Hastings

  22,306  $198.00   11/1/2027 

Reed Hastings

  23,641  $186.82   12/1/2027 

Reed Hastings

  21,966  $201.07   1/2/2028 

Reed Hastings

  22,557  $265.07   2/1/2028 

Reed Hastings

  20,590  $290.39   3/1/2028 

Reed Hastings

  21,332  $280.29   4/2/2028 

40

  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Reed Hastings

  19,085  $313.30   5/1/2028 

Reed Hastings

  16,612  $359.93   6/1/2028 

Reed Hastings

  15,016  $398.18   7/2/2028 

Reed Hastings

  17,670  $338.38   8/1/2028 

Reed Hastings

  16,444  $363.60   9/4/2028 

Reed Hastings

  15,676  $381.43   10/1/2028 

Reed Hastings

  18,839  $317.38   11/1/2028 

Reed Hastings

  20,597  $290.30   12/3/2028 

Ted Sarandos

  25,130  $79.58   5/1/2025 

Ted Sarandos

  22,470  $89.00   6/1/2025 

Ted Sarandos

  21,357  $93.64   7/1/2025 

Ted Sarandos

  15,952  $125.37   12/1/2025 

Ted Sarandos

  26,125  $94.09   2/1/2026 

Ted Sarandos

  25,008  $98.30   3/1/2026 

Ted Sarandos

  26,405  $93.11   5/2/2026 

Ted Sarandos

  25,430  $96.67   7/1/2026 

Ted Sarandos

  26,050  $94.37   8/1/2026 

Ted Sarandos

  25,245  $97.38   9/1/2026 

Ted Sarandos

  19,938  $123.30   11/1/2026 

Ted Sarandos

  20,972  $117.22   12/1/2026 

Ted Sarandos

  19,282  $127.49   1/3/2027 

Ted Sarandos

  16,279  $140.78   2/1/2027 

Ted Sarandos

  15,679  $146.17   7/3/2027 

Ted Sarandos

  11,574  $198.00   11/1/2027 

Ted Sarandos

  11,397  $201.07   1/2/2028 

Ted Sarandos

  11,200  $265.07   2/1/2028 

Ted Sarandos

  10,223  $290.39   3/1/2028 

Ted Sarandos

  10,592  $280.29   4/2/2028 

Ted Sarandos

  9,476  $313.30   5/1/2028 

Ted Sarandos

  8,248  $359.93   6/1/2028 

Ted Sarandos

  7,456  $398.18   7/2/2028 

Ted Sarandos

  8,773  $338.38   8/1/2028 

Ted Sarandos

  8,165  $363.60   9/4/2028 

Ted Sarandos

  7,783  $381.43   10/1/2028 

Ted Sarandos

  9,354  $317.38   11/1/2028 

Ted Sarandos

  10,227  $290.30   12/3/2028 

Greg Peters

  5,047  $112.56   8/3/2025 

Greg Peters

  5,366  $105.79   9/1/2025 

Greg Peters

  5,357  $105.98   10/1/2025 

41

  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Reed Hastings 86,933 3.84 3/1/2016
Reed Hastings 82,978 4.02 4/3/2016
Reed Hastings 78,827 4.23 5/1/2016
Reed Hastings 81,816 4.07 6/1/2016
Reed Hastings 85,659 3.89 7/3/2016
Reed Hastings 113,708 2.93 8/1/2016
Reed Hastings 116,431 2.86 9/1/2016
Reed Hastings 102,340 3.26 10/2/2016
Reed Hastings 84,665 3.94 11/1/2016
Reed Hastings 79,149 4.21 12/1/2016
Reed Hastings 74,564 3.80 1/3/2017
Reed Hastings 87,297 3.25 2/1/2017
Reed Hastings 86,835 3.26 3/1/2017
Reed Hastings 84,469 3.35 4/2/2017
Reed Hastings 89,502 3.16 5/1/2017
Reed Hastings 91,994 3.08 6/1/2017
Reed Hastings 101,815 2.78 7/2/2017
Reed Hastings 115,577 2.45 8/1/2017
Reed Hastings 109,214 2.59 9/4/2017
Reed Hastings 93,380 3.03 10/1/2017
Reed Hastings 75,467 3.76 11/1/2017
Reed Hastings 83,335 3.40 12/3/2017
Reed Hastings 75,243 3.76 1/2/2018
Reed Hastings 91,861 3.63 2/1/2018
Reed Hastings 75,369 4.42 3/3/2018
Reed Hastings 63,889 5.22 4/1/2018
Reed Hastings 75,271 4.43 5/1/2018
Reed Hastings 75,558 4.41 6/2/2018
Reed Hastings 86,037 3.87 7/1/2018
Reed Hastings 79,800 4.17 8/1/2018
Reed Hastings 75,656 4.41 9/2/2018
Reed Hastings 77,672 4.29 10/1/2018
Reed Hastings 99,883 3.34 11/3/2018
Reed Hastings 105,868 3.15 12/1/2018
Reed Hastings 78,092 4.27 1/2/2019
Reed Hastings 63,147 5.28 2/2/2019
Reed Hastings 67,907 4.91 3/2/2019
Reed Hastings 54,418 6.12 4/1/2019
Reed Hastings 52,458 6.35 5/1/2019
  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Greg Peters

  5,274  $107.64   11/2/2025 

Greg Peters

  4,528  $125.37   12/1/2025 

Greg Peters

  5,163  $109.96   1/4/2026 

Greg Peters

  7,251  $94.09   2/1/2026 

Greg Peters

  6,941  $98.30   3/1/2026 

Greg Peters

  6,455  $105.70   4/1/2026 

Greg Peters

  7,329  $93.11   5/2/2026 

Greg Peters

  6,721  $101.51   6/1/2026 

Greg Peters

  7,058  $96.67   7/1/2026 

Greg Peters

  7,230  $94.37   8/1/2026 

Greg Peters

  7,007  $97.38   9/1/2026 

Greg Peters

  6,648  $102.63   10/3/2026 

Greg Peters

  5,533  $123.30   11/1/2026 

Greg Peters

  5,821  $117.22   12/1/2026 

Greg Peters

  5,352  $127.49   1/3/2027 

Greg Peters

  4,846  $140.78   2/1/2027 

Greg Peters

  4,783  $142.65   3/1/2027 

Greg Peters

  4,644  $146.92   4/3/2027 

Greg Peters

  4,392  $155.35   5/1/2027 

Greg Peters

  4,186  $162.99   6/1/2027 

Greg Peters

  4,668  $146.17   7/3/2027 

Greg Peters

  3,891  $182.03   8/1/2027 

Greg Peters

  4,054  $174.74   9/1/2027 

Greg Peters

  4,001  $177.01   10/2/2027 

Greg Peters

  3,578  $198.00   11/1/2027 

Greg Peters

  3,791  $186.82   12/1/2027 

Greg Peters

  3,523  $201.07   1/2/2028 

Greg Peters

  5,187  $265.07   2/1/2028 

Greg Peters

  4,735  $290.39   3/1/2028 

Greg Peters

  4,906  $280.29   4/2/2028 

Greg Peters

  4,389  $313.30   5/1/2028 

Greg Peters

  3,820  $359.93   6/1/2028 

Greg Peters

  3,453  $398.18   7/2/2028 

Greg Peters

  4,063  $338.38   8/1/2028 

Greg Peters

  3,782  $363.60   9/4/2028 

Greg Peters

  3,605  $381.43   10/1/2028 

Greg Peters

  4,332  $317.38   11/1/2028 

Greg Peters

  4,737  $290.30   12/3/2028 

Kelly Bennett

  644  $68.61   3/2/2025 

42


  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Kelly Bennett

  1,470  $79.58   5/1/2025 

Kelly Bennett

  1,309  $89.00   6/1/2025 

Kelly Bennett

  1,246  $93.64   7/1/2025 

Kelly Bennett

  1,040  $112.56   8/3/2025 

Kelly Bennett

  1,181  $105.79   9/1/2025 

Kelly Bennett

  1,180  $105.98   10/1/2025 

Kelly Bennett

  1,161  $107.64   11/2/2025 

Kelly Bennett

  997  $125.37   12/1/2025 

Kelly Bennett

  1,137  $109.96   1/4/2026 

Kelly Bennett

  1,771  $94.09   2/1/2026 

Kelly Bennett

  1,695  $98.30   3/1/2026 

Kelly Bennett

  1,577  $105.70   4/1/2026 

Kelly Bennett

  1,790  $93.11   5/2/2026 

Kelly Bennett

  1,642  $101.51   6/1/2026 

Kelly Bennett

  1,724  $96.67   7/1/2026 

Kelly Bennett

  1,766  $94.37   8/1/2026 

Kelly Bennett

  1,712  $97.38   9/1/2026 

Kelly Bennett

  1,624  $102.63   10/3/2026 

Kelly Bennett

  1,351  $123.30   11/1/2026 

Kelly Bennett

  1,422  $117.22   12/1/2026 

Kelly Bennett

  1,308  $127.49   1/3/2027 

Kelly Bennett

  1,272  $140.78   2/1/2027 

Kelly Bennett

  1,256  $142.65   3/1/2027 

Kelly Bennett

  1,220  $146.92   4/3/2027 

Kelly Bennett

  1,153  $155.35   5/1/2027 

Kelly Bennett

  1,099  $162.99   6/1/2027 

Kelly Bennett

  1,226  $146.17   7/3/2027 

Kelly Bennett

  984  $182.03   8/1/2027 

Kelly Bennett

  1,026  $174.74   9/1/2027 

Kelly Bennett

  1,012  $177.01   10/2/2027 

Kelly Bennett

  905  $198.00   11/1/2027 

Kelly Bennett

  959  $186.82   12/1/2027 

Kelly Bennett

  891  $201.07   1/2/2028 

Kelly Bennett

  668  $265.07   2/1/2028 

Kelly Bennett

  609  $290.39   3/1/2028 

Kelly Bennett

  632  $280.29   4/2/2028 

Kelly Bennett

  565  $313.30   5/1/2028 

Kelly Bennett

  492  $359.93   6/1/2028 

Kelly Bennett

  445  $398.18   7/2/2028 

43


  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

Kelly Bennett

  585  $338.38   8/1/2028 

Kelly Bennett

  544  $363.60   9/4/2028 

Kelly Bennett

  519  $381.43   10/1/2028 

Kelly Bennett

  624  $317.38   11/1/2028 

Kelly Bennett

  682  $290.30   12/3/2028 

David Wells

  2,926  $47.04   11/1/2023 

David Wells

  2,646  $51.99   12/2/2023 

David Wells

  2,653  $51.83   1/2/2024 

David Wells

  3,969  $57.77   2/3/2024 

David Wells

  3,598  $63.66   3/3/2024 

David Wells

  4,396  $52.10   4/1/2024 

David Wells

  4,767  $48.07   5/1/2024 

David Wells

  3,801  $60.29   6/2/2024 

David Wells

  3,388  $67.59   7/1/2024 

David Wells

  3,773  $60.77   8/1/2024 

David Wells

  3,367  $68.09   9/2/2024 

David Wells

  3,654  $62.69   10/1/2024 

David Wells

  4,130  $55.49   11/3/2024 

David Wells

  4,690  $48.83   12/1/2024 

David Wells

  4,599  $49.85   1/2/2025 

David Wells

  5,537  $63.01   2/2/2025 

David Wells

  5,082  $68.61   3/2/2025 

David Wells

  5,915  $59.02   4/1/2025 

David Wells

  4,382  $79.58   5/1/2025 

David Wells

  3,920  $89.00   6/1/2025 

David Wells

  3,731  $93.64   7/1/2025 

David Wells

  3,101  $112.56   8/3/2025 

David Wells

  3,298  $105.79   9/1/2025 

David Wells

  3,293  $105.98   10/1/2025 

David Wells

  3,241  $107.64   11/2/2025 

David Wells

  2,784  $125.37   12/1/2025 

David Wells

  3,173  $109.96   1/4/2026 

David Wells

  3,986  $94.09   2/1/2026 

David Wells

  3,814  $98.30   3/1/2026 

David Wells

  3,548  $105.70   4/1/2026 

David Wells

  4,028  $93.11   5/2/2026 

David Wells

  3,694  $101.51   6/1/2026 

David Wells

  3,880  $96.67   7/1/2026 

David Wells

  3,973  $94.37   8/1/2026 

44

  Option Awards 

Name

 Number of
Securities Underlying
Unexercised Options:
Exercisable		  Option
Exercise Price
($)		  Option
Expiration Date		 

David Wells

  3,851  $97.38   9/1/2026 

David Wells

  3,654  $102.63   10/3/2026 

David Wells

  3,041  $123.30   11/1/2026 

David Wells

  3,199  $117.22   12/1/2026 

David Wells

  2,942  $127.49   1/3/2027 

David Wells

  2,826  $140.78   2/1/2027 

David Wells

  2,790  $142.65   3/1/2027 

David Wells

  2,708  $146.92   4/3/2027 

David Wells

  2,562  $155.35   5/1/2027 

David Wells

  2,441  $162.99   6/1/2027 

David Wells

  2,722  $146.17   7/3/2027 

David Wells

  2,186  $182.03   8/1/2027 

David Wells

  2,277  $174.74   9/1/2027 

David Wells

  2,248  $177.01   10/2/2027 

David Wells

  2,010  $198.00   11/1/2027 

David Wells

  2,130  $186.82   12/1/2027 

David Wells

  1,979  $201.07   1/2/2028 

David Wells

  1,925  $265.07   2/1/2028 

David Wells

  1,758  $290.39   3/1/2028 

David Wells

  1,821  $280.29   4/2/2028 

David Wells

  1,629  $313.30   5/1/2028 

David Wells

  1,418  $359.93   6/1/2028 

David Wells

  1,282  $398.18   7/2/2028 

David Wells

  1,508  $338.38   8/1/2028 

David Wells

  1,404  $363.60   9/4/2028 

David Wells

  1,338  $381.43   10/1/2028 

David Wells

  1,609  $317.38   11/1/2028 

David Wells

  1,758  $290.30   12/3/2028 

45

  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Reed Hastings 56,966 5.85 6/1/2019
Reed Hastings 57,414 5.80 7/1/2019
Reed Hastings 51,898 6.42 8/3/2019
Reed Hastings 55,342 6.02 9/1/2019
Reed Hastings 52,269 6.37 10/1/2019
Reed Hastings 43,372 7.69 11/2/2019
Reed Hastings 40,061 8.32 12/1/2019
Reed Hastings 54,516 7.64 1/4/2020
Reed Hastings 95,578 8.72 2/1/2020
Reed Hastings 83,692 9.96 3/1/2020
Reed Hastings 77,777 10.71 4/1/2020
Reed Hastings 57,197 14.57 5/3/2020
Reed Hastings 54,369 15.33 6/1/2020
Reed Hastings 53,193 15.67 7/1/2020
Reed Hastings 57,260 14.55 8/2/2020
Reed Hastings 43,239 19.27 9/1/2020
Reed Hastings 37,716 22.09 10/1/2020
Reed Hastings 34,853 23.91 11/1/2020
Reed Hastings 29,148 28.59 12/1/2020
Reed Hastings 32,697 25.49 1/3/2021
Reed Hastings 41,097 30.41 2/1/2021
Reed Hastings 42,763 29.23 3/1/2021
Reed Hastings 36,141 34.58 4/1/2021
Reed Hastings 36,890 33.88 5/2/2021
Reed Hastings 32,739 38.18 6/1/2021
Reed Hastings 32,648 38.28 7/1/2021
Reed Hastings 33,222 37.63 8/1/2021
Reed Hastings 37,513 33.32 9/1/2021
Reed Hastings 77,266 16.18 10/3/2021
Reed Hastings 109,249 11.44 11/1/2021
Reed Hastings 130,263 9.60 12/1/2021
Reed Hastings 121,121 10.32 1/3/2022
Reed Hastings 35,581 17.57 2/1/2022
Reed Hastings 38,801 16.11 3/1/2022
Reed Hastings 38,388 16.28 4/2/2022
Reed Hastings 53,774 11.62 5/1/2022
Reed Hastings 69,503 8.99 6/1/2022
Reed Hastings 64,477 9.69 7/2/2022
Reed Hastings 80,276 7.79 8/1/2022
Reed Hastings 78,225 7.99 9/4/2022
Reed Hastings 78,057 8.01 10/1/2022
Reed Hastings 56,315 11.10 11/1/2022
Reed Hastings 57,561 10.86 12/3/2022
Reed Hastings 47,551 13.14 1/2/2023


  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Reed Hastings 35,399 23.54 2/1/2023
Reed Hastings 30,807 27.05 3/1/2023
Reed Hastings 31,976 26.06 4/1/2023
Reed Hastings 27,398 30.42 5/1/2023
Reed Hastings 26,278 31.71 6/3/2023
Reed Hastings 26,012 32.04 7/1/2023
Reed Hastings 23,415 35.59 8/1/2023
Reed Hastings 20,188 41.29 9/3/2023
Reed Hastings 17,969 46.37 10/1/2023
Reed Hastings 17,717 47.04 11/1/2023
Reed Hastings 16,030 51.99 12/2/2023
Reed Hastings 16,079 51.83 1/2/2024
Reed Hastings 21,637 57.77 2/3/2024
Reed Hastings 19,635 63.66 3/3/2024
Reed Hastings 23,996 52.10 4/1/2024
Reed Hastings 25,998 48.07 5/1/2024
Reed Hastings 20,734 60.29 6/2/2024
Reed Hastings 18,494 67.59 7/1/2024
Reed Hastings 20,566 60.77 8/1/2024
Reed Hastings 18,361 68.09 9/2/2024
Reed Hastings 19,943 62.69 10/1/2024
Reed Hastings 22,526 55.49 11/3/2024
Reed Hastings 25,599 48.83 12/1/2024
Reed Hastings 25,074 49.85 1/2/2025
Reed Hastings 45,290 63.01 2/2/2025
Reed Hastings 41,601 68.61 3/2/2025
Reed Hastings 48,363 59.02 4/1/2025
Reed Hastings 35,868 79.58 5/1/2025
Reed Hastings 32,067 89.00 6/1/2025
Reed Hastings 30,485 93.64 7/1/2025
Reed Hastings 25,360 112.56 8/3/2025
Reed Hastings 26,977 105.79 9/1/2025
Reed Hastings 26,933 105.98 10/1/2025
Reed Hastings 26,513 107.64 11/2/2025
Reed Hastings 22,765 125.37 12/1/2025
Neil Hunt 12,404 14.55 8/2/2020
Neil Hunt 9,366 19.27 9/1/2020
Neil Hunt 8,169 22.09 10/1/2020
Neil Hunt 7,553 23.91 11/1/2020
Neil Hunt 6,314 28.59 12/1/2020
Neil Hunt 7,084 25.49 1/3/2021
Neil Hunt 12,327 30.41 2/1/2021
Neil Hunt 12,831 29.23 3/1/2021
Neil Hunt 10,843 34.58 4/1/2021


  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Neil Hunt 11,067 33.88 5/2/2021
Neil Hunt 9,821 38.18 6/1/2021
Neil Hunt 9,793 38.28 7/1/2021
Neil Hunt 9,968 37.63 8/1/2021
Neil Hunt 11,256 33.32 9/1/2021
Neil Hunt 23,177 16.18 10/3/2021
Neil Hunt 32,774 11.44 11/1/2021
Neil Hunt 35,581 17.57 2/1/2022
Neil Hunt 38,801 16.11 3/1/2022
Neil Hunt 38,388 16.28 4/2/2022
Neil Hunt 53,774 11.62 5/1/2022
Neil Hunt 56,315 11.10 11/1/2022
Neil Hunt 13,517 10.86 12/3/2022
Neil Hunt 47,551 13.14 1/2/2023
Neil Hunt 22,120 23.54 2/1/2023
Neil Hunt 19,250 27.05 3/1/2023
Neil Hunt 19,985 26.06 4/1/2023
Neil Hunt 17,122 30.42 5/1/2023
Neil Hunt 16,422 31.71 6/3/2023
Neil Hunt 16,254 32.04 7/1/2023
Neil Hunt 14,637 35.59 8/1/2023
Neil Hunt 12,614 41.29 9/3/2023
Neil Hunt 11,228 46.37 10/1/2023
Neil Hunt 11,074 47.04 11/1/2023
Neil Hunt 10,017 51.99 12/2/2023
Neil Hunt 10,052 51.83 1/2/2024
Neil Hunt 12,621 57.77 2/3/2024
Neil Hunt 11,452 63.66 3/3/2024
Neil Hunt 13,993 52.10 4/1/2024
Neil Hunt 15,169 48.07 5/1/2024
Neil Hunt 12,096 60.29 6/2/2024
Neil Hunt 10,787 67.59 7/1/2024
Neil Hunt 11,998 60.77 8/1/2024
Neil Hunt 10,710 68.09 9/2/2024
Neil Hunt 11,634 62.69 10/1/2024
Neil Hunt 13,139 55.49 11/3/2024
Neil Hunt 14,931 48.83 12/1/2024
Neil Hunt 14,630 49.85 1/2/2025
Neil Hunt 6,195 63.01 2/2/2025
Neil Hunt 5,691 68.61 3/2/2025
Neil Hunt 6,622 59.02 4/1/2025
Neil Hunt 4,907 79.58 5/1/2025
Neil Hunt 4,389 89.00 6/1/2025
Neil Hunt 4,172 93.64 7/1/2025


  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Neil Hunt 3,476 112.56 8/3/2025
Neil Hunt 3,692 105.79 9/1/2025
Neil Hunt 3,686 105.98 10/1/2025
Neil Hunt 3,629 107.64 11/2/2025
Neil Hunt 3,115 125.37 12/1/2025
Greg Peters 8,001 52.10 4/1/2024
Greg Peters 8,666 48.07 5/1/2024
Greg Peters 6,909 60.29 6/2/2024
Greg Peters 6,167 67.59 7/1/2024
Greg Peters 6,853 60.77 8/1/2024
Greg Peters 6,118 68.09 9/2/2024
Greg Peters 6,650 62.69 10/1/2024
Greg Peters 7,511 55.49 11/3/2024
Greg Peters 8,533 48.83 12/1/2024
Greg Peters 8,358 49.85 1/2/2025
Greg Peters 9,009 63.01 2/2/2025
Greg Peters 8,274 68.61 3/2/2025
Greg Peters 9,618 59.02 4/1/2025
Greg Peters 7,133 79.58 5/1/2025
Greg Peters 6,377 89.00 6/1/2025
Greg Peters 6,062 93.64 7/1/2025
Greg Peters 5,047 112.56 8/3/2025
Greg Peters 5,366 105.79 9/1/2025
Greg Peters 5,357 105.98 10/1/2025
Greg Peters 5,274 107.64 11/2/2025
Greg Peters 4,528 125.37 12/1/2025
Ted Sarandos 14,427 51.99 12/2/2023
Ted Sarandos 14,469 51.83 1/2/2024
Ted Sarandos 15,869 57.77 2/3/2024
Ted Sarandos 14,399 63.66 3/3/2024
Ted Sarandos 17,598 52.10 4/1/2024
Ted Sarandos 15,204 60.29 6/2/2024
Ted Sarandos 13,566 67.59 7/1/2024
Ted Sarandos 15,085 60.77 8/1/2024
Ted Sarandos 13,461 68.09 9/2/2024
Ted Sarandos 14,623 62.69 10/1/2024
Ted Sarandos 16,520 55.49 11/3/2024
Ted Sarandos 31,738 63.01 2/2/2025
Ted Sarandos 29,148 68.61 3/2/2025
Ted Sarandos 33,894 59.02 4/1/2025
Ted Sarandos 25,130 79.58 5/1/2025
Ted Sarandos 22,470 89.00 6/1/2025
Ted Sarandos 21,357 93.64 7/1/2025
Ted Sarandos 17,773 112.56 8/3/2025


  Option Awards
Name 
Number of
Securities Underlying
Unexercised Options:
Exercisable
 
Option
Exercise Price
($)
 
Option
Expiration Date
Ted Sarandos 18,904 105.79 9/1/2025
Ted Sarandos 18,872 105.98 10/1/2025
Ted Sarandos 18,579 107.64 11/2/2025
Ted Sarandos 15,952 125.37 12/1/2025
David Wells 5,838 23.54 2/1/2023
David Wells 5,082 27.05 3/1/2023
David Wells 5,278 26.06 4/1/2023
David Wells 4,522 30.42 5/1/2023
David Wells 4,333 31.71 6/3/2023
David Wells 4,291 32.04 7/1/2023
David Wells 3,864 35.59 8/1/2023
David Wells 3,332 41.29 9/3/2023
David Wells 2,968 46.37 10/1/2023
David Wells 2,926 47.04 11/1/2023
David Wells 2,646 51.99 12/2/2023
David Wells 2,653 51.83 1/2/2024
David Wells 3,969 57.77 2/3/2024
David Wells 3,598 63.66 3/3/2024
David Wells 4,396 52.10 4/1/2024
David Wells 4,767 48.07 5/1/2024
David Wells 3,801 60.29 6/2/2024
David Wells 3,388 67.59 7/1/2024
David Wells 3,773 60.77 8/1/2024
David Wells 3,367 68.09 9/2/2024
David Wells 3,654 62.69 10/1/2024
David Wells 4,130 55.49 11/3/2024
David Wells 4,690 48.83 12/1/2024
David Wells 4,599 49.85 1/2/2025
David Wells 5,537 63.01 2/2/2025
David Wells 5,082 68.61 3/2/2025
David Wells 5,915 59.02 4/1/2025
David Wells 4,382 79.58 5/1/2025
David Wells 3,920 89.00 6/1/2025
David Wells 3,731 93.64 7/1/2025
David Wells 3,101 112.56 8/3/2025
David Wells 3,298 105.79 9/1/2025
David Wells 3,293 105.98 10/1/2025
David Wells 3,241 107.64 11/2/2025
David Wells 2,784 125.37 12/1/2025


Option Exercises

The following table sets forth information concerning each exercise of stock options during 20152018 for each of the Named Executive Officers on an aggregated basis.

  Option Awards
Name 
Number of Shares
Acquired on Exercise

 
Value Realized
on Exercise
($) (1)

Reed Hastings 2,206,323
 $176,861,449
Neil Hunt —
 —
Greg Peters 85,939
 5,060,900
Ted Sarandos 207,487
 13,394,374
David Wells —
 —

  Option Awards 

Name

 Number of Shares
Acquired on Exercise		  Value Realized
on Exercise
($) (1)		 

Kelly Bennett

  14,000  $3,364,854 

Reed Hastings

  956,242   300,862,700 

Greg Peters

  63,364   15,212,092 

Ted Sarandos

  275,138   47,443,271 

David Wells

  29,008   9,208,496 
(1)
(1)

Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made.

Potential Payments upon Termination orChange-in-Control

The Named Executive Officers are beneficiaries of the Company’s Amended and Restated Executive Severance and Retention Incentive Plan, as described in more detail above in “Compensation Discussion and Analysis.” The information below reflects the estimated value of the compensation to be paid by the Company to each of the Named Executive Officers in the event of termination or a change in control under the terms of the Amended and Restated Executive Severance and Retention Incentive Plan. The amounts shown below assume that termination or change in control was effective as of December 31, 20152018 and is based on 20162019 compensation amounts, which went into effect prior to the end of our fiscal year. The actual amounts that would be paid can only be determined at the time of the actual triggering event. The right to receive a severance benefit terminates upon a change in control transaction, so that the beneficiaries of the plan are not entitled to both a change in control benefit and a severance benefit.

Name

 Severance
Benefit		  Change in
Control
Benefit		 

Kelly Bennett

 $5,250,000  $7,000,000 

Reed Hastings

  22,500,000   30,000,000 

Greg Peters

  12,000,000   16,000,000 

Ted Sarandos

  22,500,000   30,000,000 

David Wells

  4,500,000   6,000,000 

46

Name 
Severance
Benefit

 
Change in
Control
Benefit

Reed Hastings $14,962,500
 $19,950,000
Neil Hunt 2,362,500
 3,150,000
Greg Peters 3,206,250
 4,275,000
Ted Sarandos 9,600,000
 12,800,000
David Wells 3,150,000
 4,200,000

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Hastings, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K.

As disclosed in the Summary Compensation Table, the 2018 annual total compensation as determined under Item 402 of RegulationS-K for our CEO was $36,080,417. The 2018 annual total compensation as determined under Item 402 of RegulationS-K for our median employee was $202,335. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2018 is 178 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

We determined that, as of December 31, 2018, our global employee population consisted of 6,789 employees, which excludes workers employed through unaffiliated third parties for which we do not set compensation. We annualized the compensation of all full-time and part-time employees who were not employed by us for all of 2018.

We selected December 31, 2018, which is within the last three months of 2018, as the date upon which we would identify the “median employee”.

Consistent with the summary executive compensation table, we examined total annual compensation for all employees, which included: base salary, incentive compensation plan payments, option awards consisting of stock options, and other compensation such as 401(k) matching contributions.

For employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2018.

Compensation of Directors

Ms. Mather received an annual retainer of $100,000, payable monthly, from the time of her appointment as a Company director through 2014. In January 2015, the final monthly payment was made under this cash compensation arrangement and the actual number of options granted was determined by the following formula: $7,000 / ([fair market value on the date of grant] x 0.40). Ms. Mather no longer receives an annual retainer and the actual number of options granted beginning February 2015 was determined by the same formula applied to all non-employee director option awards.

Since 2015, none of the Company’s directors receive cash for services they provide as directors or members of Board committees but may be reimbursed for their reasonable expenses for attending Board and Board committee meetings. Eachnon-employee director receives stock options pursuant to the Director Equity Compensation Plan. The Director Equity Compensation Plan provides for a monthly grant of stock options to eachnon-employee



director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2011 Stock Plan.
In 2015, the

The actual number of options granted each month to each of the Company’s directors was determined by the following formula: $20,000 / ([fair market value on the date of grant] x 0.40). For 2016, the actual number of options to be granted to each of the Company’s directors will beis determined by the following formula: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price

47

equal to the fair market value on the date of grant. These options can generally be exercised up to 10 years following the date of grant. The following table sets forth information concerning the compensation of the Company’snon-employee directors during 2015.

2018.

The Compensation Committee periodically reviews our compensation program fornon-employee directors. In September 2018, Compensia conducted a competitive analysis of ournon-employee director compensation against thenon-employee director compensation paid by the companies that comprise the same executive compensation peer group used by the Compensation Committee in connection with its review of CEO compensation (as described in the “Compensation Discussion and Analysis” section above). Based on the Compensation Committee’s review of that analysis, the Compensation Committee determined that the Company’s current compensation program fornon-employee directors is appropriate and no changes were made at that time to the compensation paid to ournon-employee directors.

Names

 
Fees Earned or

Paid in Cash

($)

 
Option Awards

($)
 
Total

($)

Richard N. Barton

 —
 
283,808 $
377,861 (1) 
283,808 
$377,861 (4)(2)

A. George (Skip) Battle

 —
 
283,808 
377,861 (1) 
283,808 
377,861 (5)(3)
Timothy M. Haley

Rodolphe Belmer

 —
 
283,808 
347,147 (1) 
283,808 
347,147 (6)(4)
Jay C. Hoag

Mathias Döpfner

 —
 
283,808 
96,129 (1) 
283,808 
96,129 (7)(5)
Leslie Kilgore

Timothy M. Haley

 —
 
283,808 
377,861 (1) 
283,808 (8)
Ann Mather 8,333
377,861 (6)		 
277,151 (2)

Jay C. Hoag

 
285,484 (9)
Bradford L. Smith —
 
217,362 
377,861 (3)(1) 
217,362 
377,861 (10)(7)
Anne M. Sweeney

Leslie Kilgore

 —
 
217,362 
377,861 (3)(1) 
217,362
377,861 (8)

Ann Mather

—377,861 (1)377,861 (9)

Susan E. Rice

—285,978 (1)285,978 (10)

Bradford L. Smith

—377,861 (1)377,861 (11)

Anne M. Sweeney

—377,861 (1)377,861 (12)

(1) Option awards reflect the monthly grant of stock options to eachnon-employee director on the dates and at the aggregate grant date fair values, as shown below.

  
Grant DateFair Value
1/2/2015$22,141
2/2/201522,115
3/2/201522,162
4/1/201522,065
5/1/201522,129
6/1/201522,000
7/1/201524,341
8/3/201524,585
9/1/201524,398
10/1/201525,974
11/2/201525,989
12/1/201525,909

Grant Date  Fair Value 

1/2/2018

  $30,594 

2/1/2018

   30,605 

3/1/2018

   30,549 

4/2/2018

   32,058 

5/1/2018

   31,977 

6/1/2018

   32,121 

7/2/2018

   31,253 

8/1/2018

   31,296 

9/4/2018

   31,084 

10/1/2018

   32,088 

11/1/2018

   32,072 

12/3/2018

   32,165 

(2)
(2)Option awards reflect the monthly grant of stock options to Ms. Mather on the dates and at the aggregate grant date fair values, as shown below.
  
Grant DateFair Value
1/2/2015$15,484
2/2/201522,115
3/2/201522,162
4/1/201522,065
5/1/201522,129
6/1/201522,000
7/1/201524,341
8/3/201524,585
9/1/201524,398


10/1/201525,974
11/2/201525,989
12/1/201525,909

(3)Option awards reflect the monthly grant of stock options to Mr. Smith and Ms. Sweeney on the date and at the aggregate grant date fair values, as shown below. Mr. Smith and Ms. Sweeney joined the board in March 2015 and became eligible for option awards beginning April 2015.

  
Grant DateFair Value
4/1/2015$22,065
5/1/201521,883
6/1/201522,000
7/1/201524,661
8/3/201524,420
9/1/201524,450
10/1/201525,919
11/2/201525,990
12/1/201525,974

(4)

Aggregate number of option awards outstanding held by Mr. Barton at December 31, 20152018 was 162,519.52,842.

48

(3)
(5)

Aggregate number of option awards outstanding held by Mr. Battle at December 31, 20152018 was 119,945.93,739.

(4)

Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 2018 was 2,136.

(6)(5)

Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2018 was 576.

(6)

Aggregate number of option awards outstanding held by Mr. Haley at December 31, 20152018 was 92,540.33,284.

(7)
(7)

Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 20152018 was 51,723.51,204.

(8)
(8)

Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 20152018 was 22,127.10,082.

(9)
(9)

Aggregate number of option awards outstanding held by Ms. Mather at December 31, 20152018 was 27,573.38,198.

(10)

Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2018 was 1,685.

(10)(11)

Aggregate number of option awards outstanding held by Mr. Smith at December 31, 20152018 was 4,821.19,330.

(12)
(11)

Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 20152018 was 4,821.19,330.



Equity Compensation Plan Information

The following table summarizes the Company’s equity compensation plans as of December 31, 2015.2018. There were no equity compensation plans or arrangements not approved by security holders.

  
Number of Securities to be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
 
Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights

 
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
Plan category (a) (b)
 (c) 
Equity compensation plans or arrangements approved by security holders 
20,995,756 (1)
 $32.39
 
36,345,363 (2)

  Number of Securities to
be Issued
Upon Exercise of
Outstanding
Options, Warrants and
Rights		  Weighted-
Average Exercise
Price of Outstanding
Options, Warrants
and Rights		  Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))		 

Plan category

 (a)  (b)  (c) 
Equity compensation plans or arrangements approved by security holders  20,479,278 (1)  $89.61   28,199,988 (2) 
(1)

Weighted average life is 6.265.71 years.

(2)

Includes (i) 19,500,047 shares of the Company’s common stock reserved under its 2002 Employee Stock Purchase Plan (“ESPP”), as amended, for future issuance, and (ii) 16,845,3168,699,941 shares of the Company’s common stock reserved under its 2011 Stock Plan. In 2010, the Company suspended payroll contributions to the ESPP and ended purchases of shares by employees. The Company currently does not expect to resume ESPP contributions or purchases for the foreseeable future.

49

Non-executive

Compensation Policies

Risk

The Company’s compensation policies fornon-executive salaried employees are the same as those outlined for its Named Executive Officers, except that only the Named Executive Officers are eligible to participate in the Performance Bonus Plan.Officers. Given the design of our compensation structure, as detailed in the foregoing Compensation Discussion and Analysis, we do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Code of Ethics

The Company has adopted a Code of Ethics for its directors, officers and other employees. A copy of the Code of Ethics is available on the Company’s Investor Relations website athttp://ir.netflix.com/governance.cfm.www.netflixinvestor.com/governance/governance-docs. Any waivers of the Code of Ethics will be posted at that website.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by the SEC rules to furnish the Company with copies of all Forms 3, 4 and 5 they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during fiscal year 20152018 all of the Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than 10% stockholders were followed in a timely manner, with the exception that a report on Form 4 relating to a gift of shares by Mr. Hunt on November 5, 2013 was filed late.manner.

50




REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Compensation Committee of the Board of Directors
Timothy M. Haley
Jay C. Hoag
A. George (Skip) Battle




REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee engages and supervises the Company’s independent registered public accounting firm and oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation of financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s annual report onForm 10-K for the year ended December 31, 20152018 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments made by management and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Ernst & Young LLP (“E&Y”EY”), the Company’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality of the Company’s accounting principles and the other matters required to be discussed with the Audit Committee under the auditing standards generally accepted in the United States of America, including the matters required by the Codification of Statements on Auditing StandardsStandard No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted1301,Communications with Audit Committees, issued by the Public Company Accounting Oversight Board in Rule 3200T.(“PCAOB”). In addition, the Audit Committee has discussed with E&YEY its independence from management and the Company, including the written disclosures and the letter regarding its independence as required by Public Company Accounting Oversight BoardPCAOB Rule 3526,Communication with Audit Committees Concerning Independence.

The Audit Committee also reviewed the fees paid to E&YEY during the year ended December 31, 20152018 for audit andnon-audit services, which fees are described under the heading “Principal Accountant Fees and Services.” The Audit Committee has determined that the rendering of allnon-audit services by E&YEY were compatible with maintaining its independence.

The Audit Committee discussed with E&YEY the overall scope and plans for its audit. The Audit Committee met with E&Y,EY, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report onForm 10-K for the year ended December 31, 2015,2018, for filing with the Securities and Exchange Commission.

Audit Committee of the Board of Directors

Richard N. Barton

Leslie Kilgore

Ann Mather

51

Audit Committee of the Board of Directors
Richard N. Barton
Timothy M. Haley
Ann Mather




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with Directors and Executive Officers

The Company has entered into indemnification agreements with each of its directors and executive officers. These agreements require the Company to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.

Procedures for Approval of Related Party Transactions

The Company has a written policy concerning the review and approval of related party transactions. Potential related party transactions are identified through an internal review process that includes a review of payments made in connection with transactions in which related persons may have had a direct or indirect material interest. Those transactions that are determined to be related party transactions under Item 404 of RegulationS-K issued by the SEC are submitted for review by the Audit Committee for approval and to conduct aconflicts-of-interest analysis. The individual identified as the “related party” may not participate in any review or analysis of the related party transaction.

Mr. Hastings beneficially owns antwo aircraft which isare leased to Netflix by him under a time-sharing agreementagreements for Netflix business related travel by Mr. Hastings and other Netflix employees. Under the terms of the time-sharing agreement,agreements, Netflix provides payment to Mr. Hastings for such travel based on the aggregate incremental cost of each specific flight pursuant to applicable FAA regulations. In 2015,2018, Netflix reimbursed Mr. Hastings $344,000$1,176,982 under thisthese time-sharing agreement.agreements.

52




STOCKHOLDERS SHARING AN ADDRESS

Stockholders sharing an address with another stockholder may receive only one Notice of Internet Availability of Proxy Materials at that address unless they have provided contrary instructions. Any such stockholder who wishes to receive a separate Notice of Internet Availability of Proxy Materials now or in the future may write or call Broadridge to request a separate copy from:

Householding Department

Broadridge

51 Mercedes Way, Edgewood, NY 11717

(800) 542-1061

Broadridge will promptly, upon written or oral request, deliver a Notice of Internet Availability of Proxy Materials, or if requested, a separate copy of its annual report or this Proxy Statement to any stockholder at a shared address to which only a single copy was delivered.

Similarly, stockholders sharing an address with another stockholder who have received multiple copies of the Company’s Notice of Internet Availability of Proxy Materials may write or call the above address and phone number to request delivery of a single copy in the future.

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment.

By order of the Board of Directors

LOGO

David Hyman

General Counsel and Secretary

April 27, 2016

23, 2019

Los Gatos, California

53

NETFLIX, INC.

100 WINCHESTER CIRCLE

LOS GATOS, CA 95032

VOTE BY INTERNET

Before The Meeting- Go towww.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on June 5, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go towww.virtualshareholdermeeting.com/nflx2019

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m. Pacific Time on June 5, 2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E75886-P20439                 KEEP THIS PORTION FOR YOUR RECORDS  

— — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY  

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  NETFLIX, INC.

The Board of Directors recommends you vote FOR the following proposals:

1.  To elect four Class II directors to hold office until the 2022
Annual Meeting of Stockholders.

       Nominees:

ForWithhold

1a.  Timothy M. Haley

☐☐The Board of Directors recommends you vote AGAINST the following proposals:For Against Abstain

1b.  Leslie Kilgore

☐☐4.

Stockholder proposal regarding political disclosure, if properlypresented at the meeting.

☐☐☐

1c.  Ann Mather

☐☐5.

Stockholder proposal regarding simple majority vote, if properly presented at the meeting.

☐☐☐

1d.  Susan Rice

☐☐
For Against Abstain

2.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

☐☐☐

3.  Advisory approval of the Company’s executive officer compensation.

☐☐☐
Mark box at right if an address change or comment has been noted on this card.

☐
This proxy should be marked, dated and signed by the stockholder or stockholders exactly as the stockholder’s or stockholders’ names appear hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary or representative capacity should so indicate. If shares are held by joint tenants, as community property or otherwise by more than one person, all should sign.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — —

E75887-P20439




FORM OF PROXY

NETFLIX, INC.

ANNUAL MEETING OF STOCKHOLDERS

JUNE 9, 2016

6, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Netflix, Inc. (the “Company”) hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 27, 201623, 2019, and hereby appoints Reed Hastings and David Wells,Spencer Neumann, and each of them, with full power of substitution, as Proxyproxy or Proxiesproxies to vote all shares of the Company’s common stock of the undersigned at the Annual Meeting of Stockholders of Netflix, Inc. to be held on June 9, 2016,6, 2019, and at any adjournments thereof, upon the proposals set forth in this Proxy and described in the Proxy Statement, and in their discretion with respect to such other matters as may be properly brought before the meeting or any adjournments thereof.

If this proxy is properly executed and returned, this proxy will be voted for the specifications made belowon the reverse side or if no direction is made, this proxy will be voted “for”FOR the nominees for Class II directors set forth belowon the reverse side (item 1), “for”FOR items 2 and 3, and “against”AGAINST items 4 and 5, 6, and 7.

in the discretion of the proxies on all other matters as may be properly brought before the meeting or any adjournments thereof.

Either of such Proxiesproxies or substitutes shall have and may exercise all of the powers of said Proxiesproxies hereunder.

1.To elect three Class II directors to hold office until the 2019 Annual Meeting of Stockholders.
Timothy M. Haley
¨   FOR
¨    WITHHELD
Leslie Kilgore
¨   FOR
¨    WITHHELD
Ann Mather
¨   FOR
¨    WITHHELD

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
¨    FOR
¨    AGAINST
¨    ABSTAIN
3.Advisory approval of the Company’s executive officer compensation.
¨    FOR
¨    AGAINST
¨    ABSTAIN



4.Stockholder proposal regarding director election majority vote standard, if properly presented at the meeting.
¨    FOR
¨    AGAINST
¨    ABSTAIN
5.Stockholder proposal regarding proxy access bylaw, if properly presented at the meeting.
¨    FOR
¨    AGAINST
¨    ABSTAIN
6.Stockholder proposal regarding simple majority vote, if properly presented at the meeting.
¨    FOR
¨    AGAINST
¨    ABSTAIN
7.Stockholder proposal regarding electing each director annually, if properly presented at the meeting.
¨    FOR
¨    AGAINST
¨    ABSTAIN


Mark box at right if an address change or comment has been noted on this card    ¨
This Proxy should be marked, dated and signed by the stockholder or stockholders exactly as the stockholder’s or stockholders’ names appear hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary or representative capacity should so indicate. If shares are held by joint tenants, as community property or otherwise by more than one person, all should sign.
    
Address Changes/Comments:

      
Signature:Date:Signature:Date:



(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side