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

Filed by the Registrant  x            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

xDefinitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material under Rule 14a-12


NETFLIX, INC.    

(Name of registrantRegistrant as specified in its charter)

Specified In Its Charter)

(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box)

Registrant)
Payment of Filing Fee (Check the appropriate box)
xNo fee required.

¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 1.
Title of each class of securities to which transaction applies:

 2.
Aggregate number of securities to which transaction applies:

 3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 4.
Proposed maximum aggregate value of transaction:

 5. 
Total fee paid:


¨Fee paid previously with preliminary materials.

¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 1.
Amount Previously Paid:

 2.
Form, Schedule or Registration Statement No.:

 3.
Filing Party:

 4.
Date Filed:




Netflix, Inc.

100 Winchester Circle

Los Gatos, California 95032

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2010

JUNE 7, 2013

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 May 20, 2010June 7, 2013 at 3:11:00 p.m.a.m. local time at the Company’s corporate headquarters at 100 Winchester Circle, Los Gatos, California 95032, for the following purposes:

1.To elect twothree Class II directors to hold office until the 20132016 Annual Meeting of Stockholders;

2.To ratify the appointment of KPMGErnst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010;2013;

3.Advisory approval of the Company’s executive officer compensation;
4.To approveconsider five stockholder proposals, if properly presented at the Company’s Amended and Restated 2002 Employee Stock Purchase Plan; andmeeting;

4.
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 March 23, 2010April 10, 2013 can vote at this meeting or any adjournments that may take place.

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

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.

By order of the Board of Directors

David Hyman

General Counsel and Secretary

April 8, 2010

26, 2013

Los Gatos, California

YOUR VOTE IS IMPORTANT. PLEASE VOTE OVER THE INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. 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, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.






NETFLIX, INC.

100 Winchester Circle

Los Gatos, California 95032

_________________________________________________ 
PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2010

JUNE 7, 2013

_________________________________________________ 
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 May 20, 2010,June 7, 2013, at 3:00 p.m.11 a.m. local 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 Meeting will be held at the Company’s corporate headquarters at 100 Winchester Circle, Los Gatos, California 95032.

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, the Company will mail, on or about April 8, 2010,26, 2013, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on March 23, 2010.April 10, 2013, 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. annuals.cfm. 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.

Our principal executive offices are located at 100 Winchester Circle, Los Gatos, California 95032, and our telephone number is (408) 540-3700. Our Internet Web site address is www.netflix.com. You may find our SEC filings, including our annual reports on Form 10-K, on our Investor Relations Web site athttp://ir.netflix.com/sec.cfm.sec.cfm.

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. Attendance at the meeting will not cause your previously 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.

Voting and Solicitation

Only stockholders of record at the close of business on March 23, 2010, referred to as 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 52,166,50256,145,691 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.

1

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 “FOR” all otherThree, and “AGAINST” proposals described in this Proxy Statement.Four, Five, Six, Seven and Eight. 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 a majority of the votes eligible to be cast by holders of shares of common stock issued and outstanding on 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

1


establishing a quorum. An abstention will have the same effect as a vote against a proposal. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-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. Thus, a broker non-vote will not affect the outcome of the voting on a particular proposal.

A “broker non-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 in 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)Proxy Statement). Recent changesChanges in regulations werehave been made to take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. 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.

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 reasonable out-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.

Stockholder Proposals

Proposals of stockholders that are intended to be presented at our 20112014 Annual Meeting of Stockholders in the proxy materials for such meeting must comply with the requirements of SEC Rule 14a-8 and must be received by our Secretary no later than December 9, 201027, 2013 in order to be included in the Proxy Statement and proxy materials relating to our 20112014 Annual Meeting of Stockholders. A stockholder proposal or a nomination for director that will not be included in our Proxy Statement and proxy materials, but that a stockholder intends to present in person at the meeting, must generally be submitted to our Secretary no earlier than January 23, 2011,February 10, 2014, and no later than February 22, 2011.

March 12, 2014.





2



PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

Two

Nominee
Three Class II directors, Timothy M. Haley, Ann Mather and Gregory S. Stanger,Leslie Kilgore, are to be elected at the Annual Meeting. Messrs. Haley and Stanger have been elected by the Company’s stockholders at previous annual meetings. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Messrs.Mr. Haley, Ms. Mather and Stanger,Ms. Kilgore, each of whom is presently a director of the Company. If either of Messrs.Mr. Haley, Ms. Mather or StangerMs. Kilgore 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, or if no substitute has been nominated, for the remaining nominee. Messrs.nominees. Mr. Haley, Ms. Mather and StangerMs. Kilgore each has agreed to serve as a director of the Company if elected. The term of office of each director elected at this Annual Meeting will continue until the Annual Meeting of Stockholders held in 20132016 or until such director’s successor has been duly elected or appointed and qualified, or until histheir earlier resignation or removal. Mr. Stanger recently became the Chief Financial Officer at Chegg, a subscription based textbook rental service. Mr. Stanger has indicated that he will resign from the Netflix board promptly following the selection of a qualified replacement board member. Until such time as a replacement is appointed, Mr. Stanger intends to continue to serve as a director and as Chairman of the Company’s audit committee. Any replacement director will be appointed by the Board and will serve as a Class II director.

Vote Required; Recommendation of Board

The twothree candidates receiving the highest number of affirmative Votes Cast will each be elected as Class II directors.

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

Nominee

 Age
 

Principal Occupation

Timothy M. Haley

 5558
 Managing Director, Redpoint Ventures

Gregory S. Stanger

Ann Mather		 4552
 Former Chief Financial Officer Cheggof Pixar
Leslie Kilgore47
Former Chief Marketing Officer of Netflix, Inc.

Each nominee has extensive business experience, education and personal skills in their respective fieldshis or her field that qualify themqualifies him or her to serve as an effective Board member. The specific experience, qualifications and skills of each director isMr. Haley, Ms. Mather and Ms. Kilgore are set forth below.

Timothy M. Haley has served as one of the Company’s directors since June 1998. Mr. Haley is a co-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.

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 ofon numerous companies. His executive recruiting background also provides the Board with insight into talent selection and management.

Gregory S. StangerAnn Mather has served as one of the Company’s directors since JuneJuly 2010. Since September 2005, Ms. Mather has been a director of Glu Mobile Inc., a publisher of mobile games. Since November 2005, Ms. Mather has been a director of Google, Inc. and serves as chair of its audit committee. Since May 2010, Ms. Mather has been a director of MoneyGram International, a global payment services company, and serves as chair of its audit committee. On March 21, 2013, Ms. Mather indicated her intention not to stand for re-election at the upcoming annual meeting of MoneyGram stockholders. Since December 2010, Ms. Mather has been a director of MGM Holdings Inc. (“MGM”), the independent, privately-held motion picture, television, home video, and theatrical production and distribution company. Since April 2011, Ms. Mather has been a director of Solazyme, Inc., a renewable oil and bioproducts company, and serves as chair of its audit committee. 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, Zappos.com, Inc., a privately held, online retailer, until it was acquired by Amazon.com, Inc. in 2009, and Shopping.com, Inc., a price comparison web site, until it was acquired by eBay Inc. in 2005. Mr. Stanger is theMs. Mather was chair of Shopping.com’s audit committee, and a member of its corporate governance and nominating committee. From 1999 to 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Chegg,Pixar, a subscription based textbook rental service. Mr. Stanger has served as a venture partnercomputer animation studio. Prior to her service at Technology Crossover Ventures, a private equityPixar, Ms. Mather was Executive Vice President and venture capital firm, from June 2005Chief Financial Officer at Village Roadshow Pictures, the film production division of Village Roadshow Limited. From 1993 to June 2009 and was an1999, she held various executive in residence from December 2003 to June 2005. Mr. Stanger served aspositions at The Walt Disney Company, including Senior Vice President Chief Financial Officer and director of Expedia, Inc. from February 2002 to September 2003 and as its

3

Chief Financial Officer from October 1999 to September 2003. Before joining Expedia, he served as Senior Director, Corporate Development of Microsoft Corporation and held other positions within Microsoft’s Finance and Corporate Development departments since 1991. Mr. Stanger serves on the boardAdministration for its Buena Vista International Theatrical Division. Ms. Mather holds a Master of directors of Drugstore.com, DeepDyve, Bridgevine, and Global Market Insite, Inc. Mr. Stanger received a B.A.Arts degree from Williams College and an M.B.A. from the University of California at Berkeley.

Mr. Stanger’sCambridge University.


3


Ms. Mather’s numerous managerial positions and hisher service on numerousseveral public company boards provideprovides 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 venture capital investor, Mr. Stanger has evaluated and invested in numerous companies. As the former chief financial officer and senior finance executive at major corporations and her service on the audit committee of aseveral publicly traded corporation, Mr. Stangercompanies, Ms. Mather brings financial and accounting expertise to the Board.
Leslie Kilgore has served as one of the Company's directors since January 2012. Since 2010, Ms. Kilgore has been a director of LinkedIn Corporation. Ms. Kilgore served as the Company’s Chief Marketing Officer (formerly Vice President of Marketing) from 2000 until her resignation effective February 2, 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. 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 Internet 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.

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
Richard N. Barton 

Principal Occupation

Directors45

Richard N. Barton

42
 Class I/2012

Chief Executive Officer and Chairman of the Board of Zillow

2015

Charles H. Gincarlo

Reed Hastings		 52Class I/2012Managing Director, Silver Lake

A. George (Skip) Battle

66
 Class III/20112014
Jay C. Hoag Investor

Reed Hastings

54		49
 Class III/20112014
A. George (Skip) Battle 

Chief Executive Officer, President and Chairman of the Board, Netflix, Inc.

Jay C. Hoag

69		51
 Class III/2011General Partner, Technology Crossover Ventures2014

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.

Richard N. Barton has served as one of the Company’s directors since May 2002. In late 2004, Mr. Barton co-founded Zillow, Inc. where he is now Chief Executive Officer and 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. Mr. Barton holds a B.S. in general engineering: industrial engineeringeconomics from Stanford University.

Having founded two successful Internet-based companies, Mr. Barton provides strategic and technical insight to the Board. As a chiefan executive officerchairman 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.

Charles H. GiancarloReed Hastings has served as the Company's Chief Executive Officer since September 1998 and the Chairman of the Board since inception. Mr. Hastings served as Chief Executive Officer of Pure Atria Software, a maker of software development tools, from its inception in October 1991 until it was acquired by Rational Software Corporation in August 1997. Mr. Hastings currently serves as a member of the board of directors of Facebook. Mr. Hastings holds an M.S.C.S. degree from Stanford University and a B.A. from Bowdoin College.
As Co-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 April 2007. Currently,June 1999. Since June 1995, Mr. Giancarlo is chairman ofHoag has served as a founding General Partner at Technology Crossover Ventures, a venture capital firm. Mr. Hoag serves on the board of directors of Avaya, a leading enterprise communications systems company,Electronic Arts, Inc., Tech Target and serves as a director of AccentureZillow, Inc. and Skype. Mr. Giancarlo also is a Managing Director at Silver Lake, aseveral private equity firm, where he has served since December 2007.companies. Previously Mr. Giancarlo held a varietyHoag served on the boards of roles at Cisco Systems,

4


directors of eHarmony, Inc., a provider of Internet Protocol (IP)-based networking and other products related to the communications and information technology industryTheStreet.com. Mr. Hoag holds an M.B.A. from 1994 through 2007. Most recently, he was President of Cisco-Linksys, LLC, a position he held since June 2004 and Cisco’s Executive Vice President and Chief Development Officer, a position he held since July 2005. From July 2004 to July 2005, he was Chief Technology Officer. Prior to that, Mr. Giancarlo was Senior Vice President and General Manager of Product Development, from July 2001 to July 2004. He also served as Senior Vice President and General Manager of the

4

Commercial Business Segment from May 1999 to July 2001, managing one of Cisco’s fastest growing business segments. In May 1997, he was appointed to establish Cisco’s Global Alliances and ran the division as Senior Vice President until May 1999. In his first Cisco role after joining the company through the acquisition of Kalpana, Inc., Mr. Giancarlo held the title of Vice President of Business Development, from December 1994 to May 1997. Mr. Giancarlo holds B.S. and M.S. degrees in electrical engineering from Brown University and the University of California at Berkeley, respectively,Michigan and an MBAa B.A. from HarvardNorthwestern University.

Having held numerous management positions

As a venture capital investor, Mr. Hoag brings strategic insights and operated large business units in multi-national corporations, Mr. Giancarlo brings managerial and operationalfinancial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies, both public and private, and is also knowledgeablefamiliar 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 technical matters including Internet connected devices and networking systems. He also brings large company operational, financial andsuch as risk management, corporate governance, experience to the Board.

talent selection and management.

A. George (Skip) Battle has served as one of the Company’s directors since June 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, OpenTable, Inc., Expedia, Inc. and Workday, Inc. He was previously a director of Advent Software, Inc. OpenTable, Inc. and Expedia, Inc., and a member of the board of the Masters Select family of mutual funds. He was previously a director of PeopleSoft, Inc.

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 public and private company boards. As such, he brings to the boardBoard strategic, operational, financial and corporate governance experience.

Reed Hastings has served as our Chief

Executive Officer since September 1998 and our Chairman of the Board since inception.Officers
For information about Mr. Hastings, served as Chief Executive Officersee “Proposal One – Election of Pure Atria Software, a maker of software development tools, from its inception in October 1991 until it was acquired by Rational Software Corporation, in August 1997. Mr. Hastings currently serves as a member of the board of directors of Microsoft. Mr. Hastings holds an M.S.C.S. degree from Stanford University and a B.A. from Bowdoin College.

As Co-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 June 1999. Since June 1995, Mr. Hoag has served as a founding General Partner at Technology Crossover Ventures, a private equity and venture capital firm. Mr. Hoag serves on the board of directors of Tech Target and several private companies. Previously Mr. Hoag served on the boards of directors of TheStreet.com, Expedia, Inc., Altiris, Inc. and eLoyalty Corporation. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

As a private equity and 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.

Michael N. Schuh has served as one of the Company’s directors since February 1999. He is a Class II director and recently informed the Company that he would not stand for re-election. As of the date of the Company’s Annual Meeting, Mr. Schuh will no longer serve as a director of the Company.

5

Executive Officers

Directors.” Our other executive officers are set forth below:

Other Executive Officers

 Age
 

Position

Neil Hunt

 4851
 Chief Product Officer

Leslie Kilgore

David Wells		 4441
Chief Financial Officer
Ted Sarandos48
Chief Content Officer
David Hyman47
General Counsel and Secretary
Kelly Bennett41
 Chief Marketing Officer

Barry McCarthy

Tawni Cranz		 5639Chief Financial Officer

Patty McCord

56
 Chief Talent Officer

Andrew Rendich

Bill Holmes		 4243

Chief Service and DVD Operations Officer

Ted Sarandos

45
 Chief ContentBusiness Development Officer
Jonathan Friedland54
Chief Communications Officer

Neil Hunt has served as the Company’s Chief Product Officer since 2002 and as its Vice President of Internet Engineering from 1999 to 2002. From 1997 to 1999, Mr.Dr. Hunt was Director of Engineering for Rational Software. Mr.Dr. Hunt has been a non-executive member of Logitech's board of directors since September 2010. Dr. Hunt holds a doctorate in computer science from the University of Aberdeen, U.K. and a bachelorsbachelor’s degree from the University of Durham, U.K.

Leslie KilgoreDavid Wells has served as the Company’s Chief Marketing Officer (formerly Vice President of Marketing) since March 2000. 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. 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.

Barry McCarthy has served as the Company’sCompany's Chief Financial Officer since April 1999 and its Secretary from May 1999 to June 2007. Mr. McCarthy currently serves as a member of the board of directors of Chegg and kaChing.December 2010.  From January 1993August 2008 to December 1999, Mr. McCarthy was Senior Vice President and Chief Financial Officer of Music Choice, a music programming service distributed over direct broadcast satellite and cable systems. From June 1990 to December 1992, Mr. McCarthy was Managing Partner of BMP Partners, a financial consulting and advisory firm. From 1982 to 1990, Mr. McCarthy was an Associate, Vice President and Director with Credit Suisse First Boston, an investment banking firm. Mr. McCarthy holds an M.B.A. from The Wharton School of Business at the University of Pennsylvania and a B.A. from Williams College.

Patty McCord has served as the Company’s Chief Talent Officer since 1998. Prior to joining Netflix, Ms. McCord served as Director of Human Resources at Pure Atria, which was acquired by Rational Software, where she managed all human resources functions and directed all management development programs from 1994 to 1997.

Andrew Rendichhas served as the Company’s Chief Service and DVD Operations Officer since 2009. From 2007 to 2009, Mr. Rendich2010, he served as Vice President of Operations. He has served in various other roles within Netflix since 1999.Financial Planning & Analysis and Director of Operations Planning from March 2004 to August 2008. Prior to joining Netflix, Mr. RendichWells served asin progressive roles at Deloitte Consulting from August 1998 to March 2004. Mr. Wells holds an M.B.A and M.P.P. from The University of Chicago and a DirectorBachelor's Degree in Commerce from the University of Engineering at Verax Systems. Mr. Rendich holds degrees in computer engineering and computer science from RIT and Alfred State.Virginia.

Ted Sarandos has served as the Company’s Chief Content Officer and Vice President of Content since 2000. Prior to joining Netflix, Mr. Sarandos was Vice President of Product and Merchandising for Video City.

David Hyman has served as the Company’s General Counsel since 2002. Mr. Hyman also serves as the Company’s secretary. Prior to joining Netflix, Mr. Hyman served as General Counsel of Webvan, Inc., an Internet-based grocery delivery service. Mr. Hyman holds a J.D. and a B.A. degree from the University of Virginia.
Kelly Bennett has served as the Company's Chief Marketing Officer since July 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 and business development at the company. He previously held executive positions at

5


Dow Jones International and Ignition Media as well as being a partner in online marketing agency Cimex Media. Mr. Bennett is a graduate of Simon Fraser University.
Tawni Cranz has served as the Company's Chief Talent Officer since October 2012. 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 B.A. in Psychology from the University of California, Santa Barbara.
Bill Holmes has served as the Company's Chief Business Development Officer since June 2012.From September 2008 to June 2012, Mr. Holmes served as Vice President, Business Development. Prior to joining Netflix, Mr. Holmes served as Vice President Business Development & Strategy at DivX, Inc. where he oversaw the launch and global adoption of the DivX Certified program into hundreds of millions of consumer electronics devices. Mr. Holmes holds a B.A. degree from Trinity University.
Jonathan Friedland has served as the Company’s Chief Communications Officer since January 2012. Mr. Friedland joined Netflix in February 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 has a MSc. Economics from the London School of Economics and a B.A. from Hampshire College.
There are no family relationships among any of our directors, nominees for director and Executive Officers.

executive officers.

Board Meetings and Committees

The Board held eightseven meetings during 2009.2012. Each Board member attended at least 75% of the aggregate of the Board meetings and meetings of the Board committees on which such director served in 2009.

2012.

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

6

Compensation Committee

The Compensation Committee of the Board consists of three non-employee directors: Messrs. Battle, Haley (Chairman), and Hoag. 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 sevenfour meetings in 2009.2012. Each member attended at least 75%all of the Compensation Committee meetings held in 2009 that were held during the period that the individual served on the Compensation Committee.

2012.

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 Web site athttp://ir.netflix.com/documents.cfmgovernance.cfm.

Audit Committee

The Audit Committee of the Board consists of three non-employee directors: Messrs. Haley, Giancarlo,Barton and StangerMs. Mather (Chairman), 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. Mr. Barton succeeded Mr. Giancarlo who served on the Audit Committee prior to the expiration of his term in June 2012. The Board has determined that Mr. StangerMs. Mather is an audit committee financial expert as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Act of 1933, as amended. Until March 2010, Mr. Schuh served on the Audit Committee. Mr. Giancarlo was appointed to the Committee as Mr. Schuh’s replacement.

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 fivesix times in 2009. Each member2012. Mr. Haley and Ms. Mather attended at least 75%all of the Audit Committee meetings in 2009 that were2012. Mr. Giancarlo attended all of the meetings held during the periodtime that the individual served onhe was a member of the Audit Committee prior to the expiration of his term in June 2012, and Mr. Barton attended all of the meetings held during the time that he was a member of the Audit Committee.

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 Web site athttp://ir.netflix.com/documents.cfmgovernance.cfm.

Nominating and Governance Committee


6


The Nominating and Governance Committee of the Board consists of two non-employee directors, Messrs. Barton and Hoag (Chairman). The Nominating and Governance Committee reviews and approves candidates for election and to fill vacancies on the Board, including re-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 threetwo times in 20092012 and all the meetings were attended by both members.

The Board has adopted a written charter for the Nominating and Governance Committee, which is available on the Company’s Investor Relations Web site athttp://ir.netflix.com/documents.cfmgovernance.cfm.

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 non-executive 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 Companyexecutive officers to review and approve option grants to employees, other than to themselves or directors or executive officersthese stock options on behalf of the

7

Company. Stock Option Committee. The Board retained the power to adjust, eliminate or otherwise modify the Company’s option granting practices, any option allowance or portions thereof not previously granted, including without limitation the monthly option formula.

The Stock Option Committee did not hold meetings in 2009.2012. 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

Except as noted below, none

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. Except as noted below, noNo 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.

Mr. Stanger, a director of the Company and Chairman of the Company’s Audit Committee, serves as the Chief Financial Officer of Chegg, a subscription based textbook rental company. Mr. McCarthy, the Company’s Chief Financial Officer, serves on the board of directors of Chegg and as the Chairman of Chegg’s audit committee. The Board has reviewed this relationship and is of the opinion that it will not impact Mr. Stanger’s ability to exercise independent judgment and oversight in executing his duties as a director of the Company or as Chairman of the Company’s Audit Committee.

The Compensation Committee consists of Messrs. Haley, Hoag and Battle, none of whom is currently or was formerly an officer or employee of the Company. None of Messrs. Haley, Hoag or Battle had a relationship with the Company that required disclosure under Item 404 of Regulation S-K. In addition to Messrs. Haley, Hoag and Battle, 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, Giancarlo, Haley and Hoag and StangerMs. Mather is independent under the 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. There were no related party transactions to be considered in the last fiscal year in the determination of the independence of the directors. 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 addressed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary.

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

8

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, skills and other individual qualifications and attributes that contribute to board heterogeneity, including characteristics such as gender, race and national origin.

Identifying and Evaluating Nominees for Directors


7


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 periodic 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.

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 Web site athttp://ir.netflix.com/governance.cfm.

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 Web site athttp://ir.netflix.com/governance.cfm.

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 the 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 operational risk. The Audit Committee deals with matters of financial and legal 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 currently combines the role of Chairman and Chief Executive. TheWhile 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’sCompany'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 not appointed aJay Hoag as its lead independent director. As lead independent director, however,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.

9






8



PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KPMGErnst & Young LLP as the Company’s(“Ernst & Young”), an independent registered public accounting firm, to audit the financial statements of Netflix, Inc. for the year ending December 31, 2010.2013. The Company is submitting its selection of KPMG LLPErnst & Young for ratification by the stockholders at the Annual Meeting. KPMG LLP has audited the Company’s financial statements since 1998. The Company expects that representativesA representative of KPMG LLP willErnst & Young is expected to be present at the Annual Meeting, will have anthe opportunity to make a statement if they wish and willis expected to be available to respond to appropriate questions.

Ernst & Young has served as our independent registered public accounting firm since March 21, 2012. Prior to such time, KPMG LLP (“KPMG”) served as our independent registered public accounting firm. The Company does not expect that a representative from KPMG will be present at the Annual Meeting.

The Company’s Bylaws do not require that stockholders ratify the selection of KPMG LLPErnst & Young as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of KPMG LLPErnst & 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 KPMG LLP.Ernst & Young. Even if the selection is ratified, the Board and the Audit Committee at theirits 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 20092012 and 2008,2011 fees for services provided by KPMG LLPthe Company's independent registered public accounting firms were as follows:

   2009
  2008

Audit Fees

  $2,075,700  $1,791,726

Audit Related Fees

   373,890   —  

Tax Fees

   280,052   216,471

All Other Fees

   —     —  
   
  

Total

  $2,729,642  $2,008,197
   
  

follows (in thousands):

  
Ernst & Young
2012
 
KPMG
2011
Audit Fees $1,327
 $2,300
Audit Related Fees —
 270
Tax Fees 596
 94
Total $1,923
 $2,664
Audit Fees include amounts related to the audit of the Company’sCompany's annual financial statements and internal control over financial reporting, and quarterly review of the financial statements included in the Company’sCompany's Quarterly Reports on Form 10-Q.

Audit Related Fees include amounts related to accounting consultations and services rendered in connection with the Company’sCompany's issuance of 8.50%zero coupon senior unsecured notes.convertible notes and public offering of common stock in 2011.

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

There were no other fees billed by Ernst & Young or KPMG LLP for services rendered to the Company, other than the services described above, in 20092012 and 2008.

2011.

The Audit Committee has determined that the rendering of non-audit services by Ernst & Young and KPMG LLP was compatible with maintaining their independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-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 any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.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

10

with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. During 2009 and 2008, all2012 services provided by KPMG LLPErnst & Young were pre-approved by the Audit Committee in accordance with this policy, and in 2011 services provided by KPMG were pre-approved by the Audit Committee in accordance with this policy.

Vote Required; Recommendation of the Board


9


The affirmative vote of the majority of the Votes Cast is required for ratification of the appointment of KPMGErnst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.

2013.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMGERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010.

11

2013.





10




PROPOSAL THREE

ADVISORY APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE

NETFLIX, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

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 2012 Summary Compensation Table and related tables and disclosure included in this proxy statement. Stockholders may abstain by checking the box labeled “abstain” on the proxy.
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 a non-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”).
As described in our Compensation Discussion and Analysis, we have adopted an executive compensation philosophy designed to attract and retain outstanding performers. The stockholdersCompany’s compensation practices are being askedguided 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.
Vote Required
The affirmative vote of the holders of a majority of the Votes Cast is required to approve the compensation of our named executive officers disclosed in this proxy statement. The vote is an amendmentadvisory vote, and restatementtherefore not binding.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF OUR EXECUTIVE OFFICER COMPENSATION DISCLOSED IN THIS PROXY STATEMENT.



11


PROPOSAL FOUR

STOCKHOLDER PROPOSAL TO REPEAL CLASSIFIED BOARD
In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the Netflix, Inc. (the “Company”) 2002 Employee Stock Purchase Plan (the “Purchase Plan”).stockholder proponent, for which we and our Board accept no responsibility. The Purchase Plan was initially adopted in 2002 and subsequently was amended in 2006 (the “Existing Plan”).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. Michael P. McCauley, The Existing Plan has a share reserveFlorida State Board of 1,166,666Administration, 1801 Hermitage Boulevard, Tallahassee, FL 32308, the beneficial owner of no less than 90,890 shares plus an annual increase of the lesser of 666,666 shares, 2% of the outstanding shares on the first day of the Company’s fiscal year or an amount determined bycommon stock, has notified the Company of its intent to present the following proposal at the Annual Meeting.
RESOLVED, that shareholders of Netflix, Inc. urge the Board beginningof Directors to take all necessary steps (other than any steps that must be taken by shareholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2014 be elected on an annual basis.
Implementation of this proposal should not prevent any director elected prior to the annual meeting held in 2014 from completing the term for which such director was elected.

SUPPORTING STATEMENT
The proponent of this resolution is the Florida State Board of Administration. The Shareholder Rights Project submitted the resolution on behalf of the Florida State Board of Administration.
The resolution urges the board of directors to facilitate a declassification of the board. Such a change would enable shareholders to register their views on the performance of all directors at each annual meeting. Having directors stand for elections annually makes directors more accountable to shareholders, and could thereby contribute to improving performance and increasing firm value.
According to data from FactSet Research Systems, the number of S&P 500 companies with classified boards declined by more than two-thirds from 2000 to 2012, and during the Company’s fiscal year 2003. period January 1, 2011 to June 30, 2012:

More than 50 S&P 500 companies brought management proposals to declassify their boards to a vote at annual meetings;
More than 50 precatory declassification proposals passed at annual meetings of S&P 500 companies; and
The average percentage of votes cast in favor of shareholder proposals to declassify the boards of S&P 500 companies exceeded 75%.
The significant shareholder support for declassification proposals is consistent with empirical studies reporting that:

Classified boards are associated with lower firm valuation (Bebchuk and Cohen, 2005; confirmed by Faleye (2007) and Frakes (2007));
Takeover targets with classified boards are associated with lower gains to shareholders (Bebchuk, Coates, and Subramanian, 2002);
Firms with classified boards are more likely to be associated with value-decreasing acquisition decisions (Masulis, Wang, and Xie, 2007); and
Classified boards are associated with lower sensitivity of compensation to performance and lower sensitivity of CEO turnover to firm performance (Faleye, 2007).
Although one study (Bates, Becher and Lemmon, 2008) reports that classified boards are associated with higher takeover premiums, this study also reports that classified boards are associated with a lower likelihood of an acquisition and that classified boards are associated with lower firm valuation.
Please vote for this proposal to make directors more accountable to shareholders.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL TO REPEAL THE CLASSIFIED BOARD.
The Board has determinedconsidered the stockholder proposal and, for the reasons described below, believes that itthe proposal is not in the best interests of Netflix and its stockholders.

12


The Board believes that maintaining our classified board is in the best interest of 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 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 hostile and 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.
The proponents of the foregoing proposal list empirical studies for support, however, other empirical studies provide support for maintaining a classified board. The proponents acknowledge the Becher, Bates and Lemmon study, which concluded that companies with classified boards are acquired at an equivalent rate as targets with a single class of directors, yet target stockholders of companies with classified boards receive a larger proportional share of total value gains from a merger as compared to target stockholders of companies with a single class of directors. This suggests, as the Board believes, that classification improves bargaining power of target companies. Thomas W. Bates, David A. Becher, and Michael L. Lemmon, Board Classification and Managerial Entrenchment; Evidence from the Market for Corporate Control (September 2007), HKUST Business School Research Paper No. 07-05.
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.



13



PROPOSAL FIVE
STOCKHOLDER PROPOSAL FOR MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS
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. Anne Sheehan, California State Teachers' Retirement System, 100 Waterfront Place MS-04 West Sacramento, CA 95605, the beneficial owner of no less than 162,000 shares of the Company’s common stock, has notified the Company of its intent to present the following proposal at the Annual Meeting.

BE IT RESOLVED:
That the shareholders of Netflix, Inc. hereby request that the Board of Directors initiate the appropriate process to amend the Company's articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

SUPPORTING STATEMENT:
In order to provide shareholders a meaningful role in director elections, the Company's current director election standard should be changed from a plurality vote standard to a majority vote standard. The majority vote standard is the most appropriate voting standard for director elections where only board nominated candidates are on the ballot, and it will establish a challenging vote standard for board nominees to improve the performance of individual directors and entire boards. Under the Company's current voting system, a nominee for the board can be elected with as little as a single affirmative vote, because "withheld" votes have no legal effect. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be re-elected and continue to serve as a representative for the shareholders.
In response to strong shareholder support a substantial number of the nation's leading companies have adopted a majority vote standard in company bylaws or articles of incorporation. In fact, more than 80% of the companies in the S&P 500 have adopted majority voting for uncontested elections. We believe the Company needs to join the growing list of companies that have already adopted this standard.
CalSTRS is a long-term shareholder of the Company and we believe that accountability is of upmost importance. We believe the plurality vote standard currently in place at the Company completely disenfranchises shareholders and makes the shareholder's role in director elections meaningless. Majority voting in director elections will empower shareholders with the ability to remove poorly performing directors and increase the directors' accountability to the owners of the Company, its shareholders. In addition, those directors who receive the majority support from shareholders will know they have the backing of the very shareholders they represent. We therefore ask you to join us in requesting that the Board of directors promptly adopt the majority vote standard for director elections.
Please vote FOR this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
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 its stockholders.
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.
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 otherwise required to resign upon failing to receive a majority of votes cast, as indicated by the current proposal, the Company may face legal uncertainty as to satisfying certain Nasdaq listing requirements or other corporate governance regulations, such as those relating to the independence of directors, committee composition or the maintenance of an audit committee financial expert. Under the current 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

14


withhold vote campaigns to influence corporate policies and director elections. The use of withhold votes, 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 directly to the Company's Nominating and Governance committee.
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.



15


PROPOSAL SIX
STOCKHOLDER PROPOSAL FOR AN INDEPENDENT BOARD CHAIR
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 C. Liu, The City of New York, 1 Centre Street, New York, NY 10007, the beneficial owner of no less than 202,000 shares of the Company’s common stock, has notified the Company of its intent to present the following proposal at the Annual Meeting.
INDEPENDENT BOARD CHAIR
Submitted by John C. Liu, Comptroller, City of New York, on behalf of the New York City Pension Funds
RESOLVED: Shareholders of Netflix, Inc. request that the Board of Directors adopt a policy that the Chair of the Board of Directors shall be an independent director who is not a current or former employee of the company, and whose only nontrivial professional, familial or financial connection to the corporation or its CEO is the directorship. The policy should be implemented so as not to violate existing agreements and should allow for departure under extraordinary circumstances such as the unexpected resignation of the chair.
SUPPORTING STATEMENT
The role of the CEO is to run the company. The role of the board of directors is to provide independent oversight of management and the CEO.
At present, the Company's CEO also serves as chairman of the board, a conflict of interest that we believe can result in excessive management influence on the board and weaken the board's independent oversight of management. The consequences can include higher executive compensation, lower shareholder returns, more aggressive risk-taking, and ultimately less sustainable companies for the long-term.
According to a June 2012 study of 180 North American companies with market capitalization over $20 billion ("The Costs of a Combined Chair/CEO," GMI Ratings), shareholders pay out more when there is a non-independent chair at the helm. The median total compensation paid to a combined chair/CEO was $16.1 million, 73% more than the $9.3 million paid in total to the positions of CEO and an independent chair.
Companies with a separate chair (independent or non-independent) and CEO also appear to perform better and to be more sustainable over the longer term, according to the GMI study. The 5-year total shareholder return was found to be 28% higher, and the GMI risk ratings lower, at these companies.
Board leadership structure in the U.S. is trending towards an independent chair. Twenty-one percent of S&P 500 companies now have an independent chair compared to 9% in 2003 (Spencer Stuart Board Index). Approximately 73% of directors on boards with an independent chair believe that their companies benefited from the split (Survey, 2008 Public US National Association of Corporate Directors) and more than 88% of senior financial executives believe the positions should be separated (Grant Thornton, 2009 Survey).
Despite these strides, the U.S. lags the rest of the world in adopting this best practice. Companies with independent board chairs comprise 76% of FTSE 100 index in the United Kingdom, 55% of the Toronto Stock Exchange 60, and 50% for German DAX 30 index, according to findings by Deloitte (Board Leadership: A Global Perspective, 2011).
We urge shareholders to support this proposal for an independent board chairman.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR AN INDEPENDENT BOARD CHAIR.
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 its stockholders.
The Board combines the role of Chairman and Chief Executive. While the Board reassesses maintaining the combined role from time to time, it currently 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.

16


The Board recently created a position of lead independent director and has appointed Jay Hoag to serve in such capacity. The lead independent director'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; and 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.
The Board believes that the appointment of a lead independent director augments its current governance oversight practices and provides substantially the same benefits sought by the proponents (e.g., mitigate excessive management influence on the board and strengthen independent oversight of management) without eliminating the benefits of combining the Chairman and Chief Executive Officer responsibilities.
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. The Board is comprised of a majority of independent directors and all members of the Audit, Compensation and Nominating and Governance Committees are independent. As a result, the oversight of critical issues such as the integrity of our financial statements, the efficacy of our enterprise risk management, executive compensation decisions (including for Mr. Hastings), and the development and implementation of our corporate governance policies and practices is entrusted to independent directors. Furthermore, our independent directors routinely meet outside the presence of executive management to review various matters, including management performance and effectiveness.
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.




17



PROPOSAL SEVEN
STOCKHOLDER PROPOSAL FOR PROXY ACCESS FOR SHAREHOLDERS
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 100 shares of the Company’s common stock, has notified the Company of her intent to present the following proposal at the Annual Meeting.
Proposal 7 - Proxy Access for Shareholders
WHEREAS, Our company's stock price has been in relative decline since June 2011. Our CEO chairs the board. A June 2012 report by GMI Ratings found that companies with a separate CEO and chair provide investors with five-year shareholder returns nearly 28% higher than those with combined roles. Our company has a classified board elected on a plurality basis. Shareowners cannot call a special meeting or take action by written consent. A supermajority is required to amend and restate the Purchase Planspecific bylaws. These poor governance policies make it difficult for shareowners to terminate the annual increasehold individual board members accountable. It is time we allowed shareowners to nominate conscientious independent directors who will move our company forward.
RESOLVED, Shareowners ask our board, to the share reservefullest extent permitted by law, to amend our governing documents to allow shareowners to make board nominations as follows:
1. The Company proxy statement, form of proxy, and voting instruction forms shall include, listed with the board's nominees, alphabetically by last name, nominees of:
a. Any party of one or more shareowners that has collectively held, continuously for two years, at least one percent but less than five percent of the Company's securities eligible to provide thatvote for the maximumelection of directors, and/or
b. Any party of shareowners of whom 50 or more have each held continuously for one year a number of shares availableof the Company's stock that, at some point within the preceding 60 days, was worth at least $2,000 and collectively at least one half of one percent but less than five percent of the Company's securities eligible to vote for salethe election of directors.
2. For any board election, no shareowner may be a member of more than one such nominating party. Board members and officers of the Company may not be members of any such party.
3. Parties nominating under l(a) may collectively, and parties nominating under l(b) may collectively, make nominations numbering up to 24% of the company's board of directors. If either group should exceed its 24% limit, opportunities to nominate shall be distributed among parties in that group as evenly as possible.
4. If necessary, preference among l(a) nominators will be shown to those shareowners/groups holding the greatest number of the Company's shares for at least two years, and preference among 1(b) nominators will be shown to those groups with the greatest number of shareowners who have each held continuously for one year a number of shares of the Company's stock that, at some point within the preceding 60 days, was worth at least $2,000.
5. Nominees may include in the proxy statement a 500 word supporting statement.
6. Each proxy statement or special meeting notice to elect board members shall include instructions for nominating under these provisions, fully explaining all legal requirements for nominators and nominees under federal law, state law and the company's governing documents.
Please vote to protect shareholder value:
Proxy Access for Shareholders - Proposal 7
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR PROXY ACCESS FOR SHAREHOLDERS.
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 its 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

18


and its stockholders or to the overall composition of the Board, including 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.
With respect to the proponent's specific proposal, the Board believes that it is seriously flawed. In particular, the proposal provides access to stockholders that have an extremely limited interest in the Company. The thresholds proposed by the proponent require that a stockholder own only 1% of our outstanding shares for a minimum of two years, or a group of 50 or more stockholders own as little as $2,000 each of our outstanding shares for one year. These thresholds are substantially lower than the thresholds adopted by the SEC in its 2010 proxy access rules (the “SEC Proxy Access Rules”). While the SEC Proxy Access rules were subsequently withdrawn, they would have required a minimum ownership of 3% of our outstanding shares held for at least three years. The low thresholds contained in the proponent's proposal do not demonstrate sufficient sustained long-term commitment, even under the Purchase Plan SEC Proxy Access Rules, to warrant providing a stockholder with access to the Company's proxy statement. Allowing stockholders with such an immaterial investment in Netflix to make nominations using the Company's proxy heightens the Board's concern regarding the potential for nomination and election of directors focused on special interests. Further, unlike the SEC Proxy Access Rules, the proponent's proposal would not require that nominating stockholders disclaim any intent to effect a change in control, which could prevent such stockholders' intentions from being fully transparent to all stockholders. The low thresholds could also result in the inclusion of multiple proxy access nominees in the Company's proxy materials, making the nominating and election process unwieldy, confusing and uncertain for our stockholders, or turning every election into a proxy contest. Thus, the proposal's thresholds subject us to potentially significant additional expense and diversion of management time and energy in managing such elections.
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.




19



PROPOSAL EIGHT
STOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE RIGHT
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 70 shares of the Company’s common stock, has notified the Company of his intent to present the following proposal at the annual meeting.
Proposal 8 - Simple Majority Vote Right
RESOLVED, Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws 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.
Shareowners are willing to pay a premium for shares of corporations that have excellent corporate governance. Supermajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance. 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 our 72% support at our 2012 annual meeting. This proposal topic also won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. The proponents of these proposals included James McRitchie and Ray T. Chevedden. Currently a 1%-minority can frustrate the will of our 66%-shareholder majority that seeks to improve to our corporate governance.
This proposal should also be 2,800,000 shares, which is fewer shares than currently are available evaluated in the context of our Company's overall corporate governance as reported in 2012:
GMI/The Corporate Library, an independent investment research firm, was concerned with our executive pay — a whopping $43 million for Reed Hastings.
The only equity given to our highest paid executives for a number of years consisted of stock options — $9 million for Reed Hastings. Our highest paid executives gained $61 million on the exercise of 300,000 stock options. Equity pay should have job performance requirements to align with shareholder interests. Plus market-priced stock options could pay off due to a rising market alone, regardless of an executive's performance. Directors Timothy Haley and Ann Mather apparently did not believe in owning stock.
Our corporate governance committee has apparently been out to lunch on this topic since 2011 when the 72% vote came in on this proposal topic. This committee was under the Purchase Plan. As leadership of March 16, 2010, Jay Hoag. Mr. Hoag also played a key role in our new poison pill adopted in November 2012 which would make it more difficult for us to get a profitable offer for our stock.
Meanwhile Mr. Hoag only had to face election once in 3-years and only needed one vote from our 55 million shares to be reelected. Timothy Haley, who was 50% of our audit committee, was reelected when he received a record 39% in negative votes. Mr. Haley and a total of approximately 2,841,730 shares 4 directors had 10 to 15 years long tenure. Director independence erodes after 10-years. GMI said long-tenure hinders director ability to provide effective oversight. A more independent perspective would be a priceless asset for our board of our common stock were availabledirectors.
Please vote to protect shareholder value:
Simple Majority Vote Right - Proposal 8
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE RIGHT.
The Board has considered the stockholder proposal and, for sale under the Purchase Plan. reasons described below, believes that the proposal is not in the best interests of Netflix and its stockholders.
The Board believes that this lesser number of shares will,stockholder proposal seeking to the extent the Company continues to offer the Purchase Plan, be sufficient to maintain the Purchase Plan for the next several years. The Purchase Plan has not been materially amended with respect to any other terms or provisions therein.

Summary of the Company 2002 Employee Stock Purchase Plan

The following isadopt a summary of the principal features of the Purchase Plan and its operation. The summary is qualifiedsimple majority vote in its entirety by reference to the Purchase Plan as set forth in Appendix A.

General.

The Purchase Plan originally was adopted by the Board in February 2002 and approved by our stockholders on February 27, 2002. The Board approved the amendment and restatement of the Purchase Plan on March 16, 2010, subject to, and effective upon, its approval by the stockholders at the 2010 Annual Meeting. The purpose of the Purchase Plan is to provide a means by which employees of the Company and its designated affiliates may be given an opportunity to purchase common stock of the Company.

Shares Available for Issuance.

The Existing Plan currently provides that the maximum number of shares available for sale is 1,166,666 shares, plus an annual increase to be added on the first day of the Company’s fiscal year beginning in fiscal year 2003, equal to the lesser of (i) 666,666 shares, (ii) 2% of the outstanding shares on such date, or (iii) an amount determined by the Board. If our stockholders approve this proposal, the maximum number of shares available for sale under the Purchase Plan will be equal to 2,800,000 shares.

Administration.

The Board or a committee of Board members (in either case, the “Administrator”) administers the Purchase Plan. The Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the Purchase Plan, to designate separate offerings under the Purchase Plan, to determine eligibility and to adjudicate all dispute claims filed under the Purchase Plan. The Administrator may amend and terminate the Purchase Plan, subject to the Purchase Plan’s provisions. Generally, the Administrator may exercise such powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company and its affiliates and to carry out the intent that the Purchase Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Administrator may delegate to one or more individuals all or any part of its authority and powers under the Purchase Plan. Every finding, decision and determination made by the Administrator (or its designee) is, to the full extent permitted by law, final and binding upon all parties.

12

Eligibility.

Employees of the Company and its designated affiliates whose customary employment is at least twenty (20) hours per week andcases requiring more than five (5) months in a calendar year are eligible to participate in the Purchase Plan; except that no employee will be granted an option under the Purchase Plan to the extent that, immediately after the grant, such employeesimple majority would own five percent (5%) or more of the total combined voting power or value of all classes of the Company’s stock or the stock of any parent or subsidiary. The Administrator may exclude employees who are citizens or residents of a non-U.S. jurisdiction if such participation is prohibited under the applicable local laws or cause the Purchase Plan or offering to violate Internal Revenue Code Section 423.

Currently, there is no minimum employment requirement to be eligible to participate in the Purchase Plan. However, the Administrator may require that an employee be in the employ of the Company or any affiliate for a continuous period of time preceding the grant of a right, but in no event will the required period of continuous employment be greater than two (2) years.

Notwithstanding the foregoing, no employee will be granted a right to purchase stock under all of the Company’s employee stock purchase plans that accrues at a rate which exceeds $25,000 worth of stock (determined at the fair market value of the shares at the time such right is granted) for each calendar year in which such rights are outstanding at any time, as determined in accordance with Internal Revenue Code Section 423 and the regulations thereunder. Subject to the limit in the previous sentence, the maximum aggregate number of shares available that a participant may purchase under a purchase period will be 8,334 shares.

Officers of the Company and any designated subsidiary are eligible to participate in the Purchase Plan; provided, however, that the Administrator may provide that certain employees who are highly compensated employees within the meaning of Code Section 423(b)(4)(D) with compensation above a certain level or who is an officer or subject to the disclosure requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended, will not be eligible to participate. As of March 16, 2010, there were 2,300 employees eligible to participate in the Plan.

Offerings.

The Purchase Plan is implemented by offerings of rights to eligible employees. Each offering will be in such form and will contain such terms and conditions as the Administrator will deem appropriate, which will comply with Code Section 423(b) and all employees granted rights will have the same rights and privileges. The provisions of separate offerings need not be identical. Currently, each offering under the Purchase Plan has a duration of approximately six (6) months, commencing generally on May 1 and November 1 of each year and terminating approximately six (6) months thereafter. The first day of an offering is referred to as the “offering date.” If the scheduled offering date does not fall on a day during which the Company’s common stock is actively traded, then the offering date will be the next succeeding day during which the Company’s common stock is actively traded.

An eligible employee may become a participant in the Purchase Plan by delivering a subscription agreement to the Company’s payroll office (or its designee), on or before a date determined by the Administrator prior to the offering date or by following an electronic or other enrollment procedure determined by the Administrator. A subscription agreement will authorize participant contributions, generally in the form of payroll deductions unless otherwise determined by the Administrator, which may not exceed fifteen percent (15%) of a participant’s compensation (as defined in the Purchase Plan) during the offering, unless the Administrator determines such lower percentage. Generally during an offering, a participant may change the rate of his or her participation level, except that a participant may only change his or her participation level twice during any purchase period.

On the offering date, each participant is granted a right to purchase shares of the Company’s common stock. An offering includes purchase periods of approximately six (6) months in duration. The right expires at the end of the offering, or potentially earlier in connection with an employee’s termination (described below), but is exercised on generally the first day on which the Company’s common stock is actively traded on or after May 1 and November 1 of each year (the “purchase date”).

13

Purchase Price.

Unless and until the Administrator determines otherwise, the purchase price for shares is the lesser of: (a) eighty-five percent (85%) of the fair market value of the common stock on the offering date, or (b) eighty-five percent (85%) of the fair market value of the common stock on the purchase date.

Payment of Purchase Price; Contributions.

On each purchase date, each participant’s accumulated payroll deductions (or other contributions) will be applied to the purchase of whole shares of Company common stock, up to the maximum number of shares permitted under the Purchase Plan and a given purchase period. Currently, a participant may make contributions under the Purchase Plan only by payroll deductions, unless the Administrator, in its sole discretion, permits participants to contribute amounts through cash, check or other specified means set forth in the subscription agreement prior to each purchase date.

Withdrawal.

Generally, a participant may withdraw from an offering by delivering a withdrawal notice to the Company’s payroll office or its designee in such form as the Company provides or following a procedure determined by the Administrator. The participant will receive his or her accumulated contributions from the offering as promptly as practicable after the effective date of his or her withdrawal. Once a participant withdraws from a particular offering, the participant must re-enroll in the Purchase Plan in order to participate in future offerings under the Purchase Plan.

Termination of Employment.

Rights granted under the Purchase Plan terminate immediately upon cessation of a participant’s employment with the Company and any designated affiliate for any reason. Once a participant’s employment is terminated, the Company will distribute to such terminated employee all of his or her accumulated contributions under the offering without interest.

Adjustments upon Changes in Capitalization, Dissolution or Liquidation, or Change of Control.

Changes in Capitalization. In the event that any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or other change in the corporate structure of the Company affecting the common stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Purchase Plan, then the Administrator will adjust the number and class of common stock which may be delivered under the Purchase Plan, the purchase price per share and the number of shares of common stock covered by each option under the Purchase Plan which has not yet been exercised, and the maximum number of shares a participant can purchase during a purchase period.

Dissolution or Liquidation.In the event of dissolution or liquidation, the offering period will be shortened by setting a new purchase date and will terminate immediately prior to the completion of the dissolution or liquidation, unless provided otherwise by the Board. The new purchase date will be prior to the dissolution or liquidation. If the Board shortens any offering periods then in progress, the Board will notify each participant in writing, at least 10 business days prior to the new purchase date, that the purchase date has been changed to the new purchase date and that the right will be exercised automatically on the new purchase date, unless the participant has already withdrawn from the offering.

Change of Control. In the event of a change of control (as defined in the Purchase Plan), then the surviving corporation or its parent or subsidiary may assume outstanding rights under the Purchase Plan or substitute

14

similar rights. If no surviving corporation assumes outstanding rights or substitutes similar rights, the Administrator will shorten the offering with respect to which such right relates by setting a new purchase date on which such offering will end. The new purchase date will be prior to the transaction. If the Administrator shortens any offering periods then in progress, the Administrator will notify each participant in writing, at least 10 business days prior to the new purchase date, that the purchase date has been changed to the new purchase date and that the right will be exercised automatically on the new purchase date, unless the participant has already withdrawn from the offering.

Amendment and Termination of the Purchase Plan.

The Board may, at any time and for any reason, amend or terminate the Purchase Plan. Certain amendments will not be effective unless stockholder approval is obtained within twelve (12) months before or after the amendment, including increasing the number of shares reserved under the Purchase Plan, modifying the eligibility provisions, and other modifications which require stockholder approval under Code Section 423. Except with respect to terminations in connection with transactions described above, no termination can affect options previously granted under the Purchase Plan, provided that an offering period may be terminated on any purchase date if the Administrator determines that the termination of the Purchase Plan is in the best interests of the Company and its stockholders. Amendments generally may not adversely affect the rights of any participant. However, without stockholder consent and without regardA simple majority vote requirement already applies to whether any participant rights may be consideredmost corporate matters submitted to have been “adversely affected,” the Administrator is entitled to change the offering periods, designate separate offerings, limit the frequency and/or number of changes in the amount withheld during an offering period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excessvote of the amount designated byCompany's stockholders. The Company's Restated Certificate of Incorporation does, however, require a participant in order66 2/3% “supermajority” vote for certain fundamental changes to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of shares for each participant correspond with contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion to be advisable and which are consistent with the Purchase Plan. If the Administrator determines that the ongoing operationcorporate governance


20


posture of the Purchase Plan may result in unfavorable financial accounting consequences,Company, including the procedures for calling stockholder meetings, altering the size of the Board may modify or amend the Purchase Plan to reduce or eliminate such accounting consequence.

Participation in Plan Benefits

Participation in the Purchase Plan is voluntary and is dependent on each eligible employee’s election to participateremoving directors. The supermajority voting requirements were adopted by our stockholders and his or her determination as to the level of payroll deductions or other contributions. Accordingly, future purchases under the Purchase Plan are not determinable. Non-employee directors are not eligible to participate in the Purchase Plan. For illustrative purposes, the following table sets forth (i) the number of shares of our common stock that were purchased during the last fiscal year under the Purchase Plan, (ii) the average price per share paid for such shares, and (iii) the fair market value at the date of purchase.

Name of Individual or Group

  Number of
Shares
Purchased
  Weighted
Average Per
Share
Purchase
Price ($)
  Weighted
Average Fair
Market Value
at Date of
Purchase ($)

Hunt, Neil

  849  $25.04  $47.17

Kilgore, Leslie

  831  $25.58  $47.45

McCarthy, Barry

  1,047  $20.29  $44.70

Sarandos, Ted

  1,070  $19.86  $44.48

All executive officers, as a group

  3,797  $22.39  $45.79

All directors who are not executive officers, as a group

  —     —     —  

All employees who are not executive officers, as a group

  221,002  $25.71  $47.52

15

Certain U.S. Federal Income Tax Information

The following brief summary of the effect of U.S. federal income taxation upon the participant and the Company with respect to the shares purchased under the Purchase Plan does not purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or non-U.S. jurisdiction in which the participant may reside.

The Purchase Plan, and the right of participants to make purchases thereunder, is intended to qualify underpreserve and maximize the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the Purchase Plan are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that depends upon the holding period. If the shares are sold or otherwise disposed of more than two (2) years from the first day of the applicable offering and one (1) year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares atCompany 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 timebest interest of such sale or disposition overall stockholders; therefore, the purchase price, or (b)Board opposes this stockholder proposal.

For the excess offoregoing reasons, the fair market value of a share on the offering dateBoard unanimously believes that the right was granted over the purchase price for the right. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. The Company generallythis proposal is not entitled to a deduction for amounts taxed as ordinary incomein the best interests of Netflix or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE PURCHASE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR NON-U.S. JURISDICTION IN WHICH THE PARTICIPANT MAY RESIDE.

Vote Required; Recommendation of Board of Directors

The approval of the amendmentour stockholders, and restatement of the Purchase Plan requires the affirmativerecommends that you vote of a majority of the votes cast on the proposal at the Annual Meeting.

OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THIS PROPOSAL AND RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE NETFLIX, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN.

16

“AGAINST” Proposal Eight.





21



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 March 23, 2010April 10, 2013 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 March 23, 2010April 10, 2013 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
 

FMR LLC (1)

  8,612,350  16.51% 

82 Devonshire Street

       

Boston, MA 02109

       

Jay C. Hoag (2)

  7,518,625  14.40% 

528 Ramona Street

       

Palo Alto, CA 94301

       

Entities Related to Technology (3)

  7,486,909  14.35% 

Crossover Ventures

       

528 Ramona Street

       

Palo Alto, CA 94301

       

Reed Hastings (4)

  3,202,758  5.95% 

Hussman Strategic Growth Fund (an investment portfolio of Hussman Investment Trust) and Hussman Econometrics Advisors, Inc. (5)

  2,800,000  5.37% 

230 S. Broad Street, 20th Floor

       

Philadelphia, PA 19102

       

Barry McCarthy (6)

  525,631  *  

Neil Hunt (7)

  199,059  *  

Leslie Kilgore (8)

  189,250  *  

Michael N. Schuh (9)

  137,381  *  

70 Willow Road, Suite 200

       

Menlo Park, CA 94025

       

A. George (Skip) Battle (10)

  103,184  *  

Ted Sarandos (11)

  85,326  *  

17

Name and Address

  Number of
Shares
Beneficially
Owned
  Percent of
Class
 

Richard N. Barton (12)

  82,665  *  

Gregory S. Stanger (13)

  82,665  *  

Timothy M. Haley (14)

  82,665  *  

c/o Redpoint Ventures

       

3000 Sand Hill Road

       

Building 2, Suite 290

       

Menlo Park, CA 94025

       

Charles H. Giancarlo (15)

  56,411  *  

Andrew Rendich (16)

  17,981  *  

Patty McCord (17)

  17,326  *  

All directors and executive officers as a group (14 persons) (18)

  12,300,927  22.27% 
Name and Address 
Number of Shares
Beneficially Owned
 
Percent of
Class
Capital Research Global Investors (1)
333 South Hope Street
Los Angeles, CA 90071
 6,683,485
 11.90%
T. Rowe Price Associates, Inc. (2)
100 E. Pratt Street
Baltimore, Maryland 21202
 5,636,092
 10.04%
Carl C. Icahn (3)
767 Fifth Ave Suite 4700
New York New York 10153
 5,541,066
 9.87%
Davis Selected Advisers, L.P (4)
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756

 3,937,721
 7.01%
The Vanguard Group, Inc. (5)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
 3,162,617
 5.63%
Reed Hastings (6) 2,610,655
 4.52%
Jay C. Hoag (7)
528 Ramona Street
Palo Alto, CA 94301
 2,418,310
 4.13%
Neil Hunt (8) 228,933
 *
Ted Sarandos (9) 165,117
 *
Leslie Kilgore (10) 103,111
 *
A. George (Skip) Battle (11) 99,841
 *
David Hyman (12) 69,895
 *
Richard N. Barton (13) 54,515
 *
Timothy M. Haley (14)
c/o Redpoint Ventures
3000 Sand Hill Road
Building 2, Suite 290
Menlo Park, CA 94025
 54,361
 *
David Wells (15) 48,425
 *
Bill Holmes (16) 27,663
 *
Ann Mather (17) 10,509
 *
Tawni Cranz (18) 9,127
 *
Jonathan Friedland (19) 4,528
 *
Kelly Bennett (20) 4,077
 *
All directors and executive officers as a group (15 persons) (21) 5,909,067
 9.72%
* Less than 1% of the Company’s outstanding shares of common stock.


22




  (1)
(1)As of December 31, 2009,2012, based on information provided by FMR, LLCCapital Research Global Investors in the Schedule 13G/A13G filed February 16, 2010.13, 2013.


(2)As of December 31, 2012, based on information provided by T. Rowe Price Associates, Inc. in the Schedule 13G filed March 11, 2013. These securities are owned by various individual and institutional investors which T. Rowe Price Associates, Inc. (Price Associates) serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

(3)The information regarding the beneficial ownership of Carl C. Icahn is based on the Schedule 13D filed jointly with the SEC by High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn on November 19, 2012.

(4)As of December 31, 2012, based on information provided by Davis Selected Advisers, L.P. in the Schedule 13G filed February 14, 2013.

(5)As of December 31, 2012, based on information provided by The Vanguard Group Inc. in the Schedule 13G filed February 12, 2013.

(6)Includes options to purchase 54,913 shares held by Jay C. Hoag. Mr. Hoag has the sole dispositive power over the options and the shares to be received upon exercise of such options and the sole voting power and sole investment control over the shares he receives upon exercise of the options. However, TCMI, Inc. holds 100% of the pecuniary interest in such options and the shares to be received upon exercise of such options. Mr. Hoag disclaims beneficial ownership of such shares and options except to the extent of his pecuniary interest therein. Also includes shares held by TCV IV, L.P., TCV IV Strategic Partners, L.P., TCV VI, L.P. and TCV Member Fund, LP. (collectively, the “TCV Entities”). Please see footnote 3 for a discussion of the ownership of the TCV Entities. Mr. Hoag disclaims beneficial ownership of the shares held by the TCV Entities except to the extent of his pecuniary interest therein.

  (3)All of the shares of the Company’s common stock shown in the preceding table as beneficially owned by entities related to Technology Crossover Ventures are held of record by the TCV Entities. TCV IV, L.P. is the record holder of 5,323,672 of the Company’s shares. TCV IV Strategic Partners, L.P. is the record holder of 198,515 of the Company’s shares. Technology Crossover Management IV, L.L.C. (“TCM IV”) is the sole general partner of TCV IV, L.P. and TCV IV Strategic Partners, L.P. (collectively, the “TCV IV Funds”) and has sole voting power and sole investment control over the TCV IV Funds. Mr. Hoag and Richard H. Kimball are Managing Members of TCM IV and have shared voting power and sole investment control over the shares held by the TCV IV Funds. Mr. Hoag, Mr. Kimball and TCM IV disclaim beneficial ownership of the shares held by the TCV IV Funds except to the extent of their pecuniary interest therein.

TCV VI, L.P. is the record holder of 1,926,334 of the Company’s shares. TCV Member Fund, L.P. is the record holder of 15,191 of the Company’s shares. Technology Crossover Management VI, L.L.C. (“TCM VI”) is the general partner of TCV VI, L.P. and a general partner of TCV Member Fund, L.P. TCM VI has sole voting power and sole investment control over the shares held by the shares held by TCV VI, L.P. and TCV Member Fund, L.P. (collectively, the “TCV VI Funds”). Mr. Hoag, a director of the Company and a Class A Member of TCM VI, together with other Class A Members of TCM VI, Mr. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV and Robert W. Trudeau (collectively, the “TCM Members”), share voting and dispositive power with respect to the shares beneficially owned by the TCV VI Funds. TCM VI and the TCM Members disclaim beneficial ownership of any shares held by the TCV VI Funds except to the extent of their respective pecuniary interests.

18

The Kimball Trust is the record holder of 5,130 shares. Mr. Kimball is a trustee of the Kimball Trust. Mr. Kimball disclaims beneficial ownership of the shares held by the Kimball Trust except to the extent of his pecuniary interest therein.

The Griffith Trust is the record holder of 18,067 shares. Mr. Griffith is a trustee of the Griffith Trust. Mr. Griffith disclaims beneficial ownership of the shares held by the Griffith Trust except to the extent of his pecuniary interest therein.

  (4)Includes options to purchase 1,683,5041,568,440 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the record holder of 1,519,2541,042,215 of the Company’s shares.


  (5)
(7)As of December 31, 2009, based on information providedIncludes (i) 1,525,597 shares convertible from $130,893,000 Zero Coupon Senior Convertible Notes Due 2018 (the “Notes") that are directly held by Hussman Strategic GrowthTCV VII, L.P. ("TCV VII"), (ii) 792,269 shares convertible from $67,975,000 Notes that are directly held by TCV VII (A), L.P. ("TCV VII (A)"), (iii) 13,194 shares convertible from $1,132,000 Notes that are directly held by TCV Member Fund, (an investment portfolio of Hussman Investment Trust)L.P. ("Member Fund"), (iv) options to purchase 11,000 shares held by Jay C. Hoag, (v) 63,854 shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and Hussman Econometrics Advisors, Inc. in the Schedule 13G filed February 1, 2010.(vi) 12,396 shares held by Hamilton Investments Limited Partnership (“Hamilton Investments”).


Jay Hoag and eight 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 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, Management VII and TCM VII may be deemed to beneficially own the Notes and the underlying shares 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 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, Mr. Hoag has transferred to TCV VII Management, L.L.C. (“TCV VII Management”) 100% of the pecuniary interest in 11,000 of such options and any shares to be issued upon exercise of such options. Mr. Hoag is a member of TCV VII 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.

  (6)
(8)Includes options to purchase 474,068147,147 shares.



23


  (7)
(9)Includes options to purchase 131,417165,117 shares.


  (8)
(10)Includes options to purchase 149,44972,455 shares.


  (9)
(11)Includes options to purchase 82,66582,341 shares. Mr. SchuhBattle is a trustee of the Michael N. and Mary G. Schuh 1990 FamilyA. George Battle 2011 Separate Property Trust, which is the record holder of 50,09616,000 of the Company’s shares. Mr. Schuh disclaims beneficial ownership of 1,870 shares held by Mary G. Schuh IRA.


(10)
(12)Includes options to purchase 78,18464,665 shares.


(11)
(13)Includes options to purchase 83,30548,172 shares.


(12)
(14)Includes options to purchase 82,66554,361 shares.


(13)
(15)Includes options to purchase 82,66548,425 shares.


(14)
(16)Includes options to purchase 82,66527,663 shares.


(15)
(17)Includes options to purchase 46,411 shares. Mr. Giancarlo is a trustee of the Giancarlo Family Trust, which is the record holder of 10,000 of the Company’s10,509 shares.


(16)
(18)Includes options to purchase 17,9819,127 shares.


(17)
(19)Includes options to purchase 7,0064,528 shares.


(18)
(20)Includes options to purchase 4,077 shares.

(21)Includes, without duplication, the shares and options listed in footnotes (2) and (4) and (6) through (17)(20) above.

19


24



COMPENSATION DISCUSSION AND ANALYSIS

Philosophy

The Company’s compensation philosophy, which is the same for its Named Executive Officers and all other salaried employees, is premised on the Company’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’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.

In addition, the Company believes that to attract and retain outstanding performers, it must provide a challenging work environment. To this end, the Company strives to maintain a high-performance culture; that is, an environment in which employees excel in articulated performance values. Below is a list of the Company’s articulated performance values (including the explanations of those values provided to employees). The Company evaluates employee performance, including that of the Named Executive Officers, in light of these performance values.

1. Judgment

·

You make wise decisions (people, technical, business, and creative) despite ambiguity

·

You identify root causes, and get beyond treating symptoms

·

You think strategically, and can articulate what you are, and are not, trying to do

·

You smartly separate what must be done well now, and what can be improved later

You make wise decisions (people, technical, business, and creative) despite ambiguity
You identify root causes, and get beyond treating symptoms
You think strategically, and can articulate what you are, and are not, trying to do
You smartly separate what must be done well now, and what can be improved later
2. Innovation

·

You re-conceptualize issues to discover practical solutions to hard problems

·

You challenge prevailing assumptions when warranted, and suggest better approaches

·

You create new ideas that prove useful

·

You keep us nimble by minimizing complexity and finding time to simplify

You re-conceptualize issues to discover practical solutions to hard problems
You challenge prevailing assumptions when warranted, and suggest better approaches
You create new ideas that prove useful
You keep us nimble by minimizing complexity and finding time to simplify
3. Impact

·

You accomplish amazing amounts of important work

·

You demonstrate consistently strong performance so colleagues can rely upon you

·

You focus on great results rather than on process

·

You exhibit bias-to-action, and avoid analysis-paralysis

You accomplish amazing amounts of important work
You demonstrate consistently strong performance so colleagues can rely upon you
You focus on great results rather than on process
You exhibit bias-to-action, and avoid analysis-paralysis
4. Curiosity

·

You learn rapidly and eagerly

·

You seek to understand our strategy, market, subscribers, and suppliers

·

You are broadly knowledgeable about business, technology and entertainment

·

You contribute effectively outside of your specialty

You learn rapidly and eagerly
You seek to understand our strategy, market, subscribers and suppliers
You are broadly knowledgeable about business, technology and entertainment
You contribute effectively outside of your specialty
5. Communication

·

You listen well, instead of reacting fast, so you can better understand

·

You are concise and articulate in speech and writing

·

You treat people with respect independent of their status or disagreement with you

·

You maintain calm poise in stressful situations

20

You listen well, instead of reacting fast, so you can better understand
You are concise and articulate in speech and writing
You treat people with respect independent of their status or disagreement with you
You maintain calm poise in stressful situations
6. Courage

·

You say what you think even if it is controversial

·

You make tough decisions without excessive agonizing

·

You take smart risks

·

You question actions inconsistent with our values

You say what you think even if it is controversial
You make tough decisions without excessive agonizing
You take smart risks
You question actions inconsistent with our values
7. Honesty

·

You are known for candor and directness

·

You are non-political when you disagree with others

·

You only say things about fellow employees you will say to their face

·

You are quick to admit mistakes

You are known for candor and directness
You are non-political when you disagree with others
You only say things about fellow employees you will say to their face

25


You are quick to admit mistakes
8. Selflessness

·

You seek what is best for Netflix, rather than best for yourself or your group

·

You are ego-less when searching for the best ideas

·

You make time to help colleagues

·

You share information openly and proactively

You seek what is best for Netflix, rather than best for yourself or your group
You are ego-less when searching for the best ideas
You make time to help colleagues
You share information openly and proactively
9. Passion

·

You inspire others with your thirst for excellence

·

You care intensely about Netflix’s success

·

You celebrate wins

·

You are tenacious

You inspire others with your thirst for excellence
You care intensely about Netflix’s success
You celebrate wins
You are tenacious
Determining Total Compensation

In determining the appropriate level of total compensation for its Named Executive Officers, the Compensation Committee reviews and considers the performance of each Named Executive Officer in light of the Compensation philosophy outlined above. The Committee also evaluates comparative compensation data, which includes salary, equity and other compensation components from similarly situated companies. The Compensation Committee discusses,considers, for each Named Executive Officer, the estimated amount of total compensation:

(i)     the Company would be willing 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.

By evaluating the comparative compensation data in light of the foregoing factors, the Company believes it is better able to tailor its compensation determinations with the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual Named Executive Officer.

The Chief Executive Officer and the Chief Talent Officer review the comparative data derived from market research and publicly available information and discuss the factors listed above for each Named Executive Officer. The Chief Executive Officer then makes recommendations to the Compensation Committee regarding total compensation for each Named Executive Officer. The Compensation Committee reviews and discusses the information and determines the total compensation for each Named Executive Officer as it deems appropriate.
The Compensation Committee is also mindful of the results of the shareholder’s Advisory Vote on Executive Compensation during the prior year. Total compensation is expressed in a dollar-denominated amount, but as described below, may be allocated between the two primary elements of the Company’s compensation program,program: salary and stock options.

21

In 2009, 2008,2013, 2012 and 2007,2011, comparative compensation data for helping estimate the three factors listed above for determiningdetermine total compensation was primarily derived from Compensia, a management consulting firm providing executive compensation advisory services. The Compensation Committee retained Compensia to review the competitiveness of the Company’s executive compensation program and to help the Committee in determining the total compensation for each Named Executive Officer. For 20102013 compensation, Compensia examined twoa single group of peer group companies. The first group consistedcompanies, the selection of technology companies withwhich was based upon having, as of August 2012, a market capitalizations similarcapitalization and revenue of approximately 0.5 to 2 times that of the Company. ExamplesThis peer group was compromised of this first group include, Monster Worldwide, Sybase,the following companies: Advanced Micro Devices, AOL, Autodesk, BMC Software, Brocade Communications Systems, EchoStar, Electronic Arts, Expedia, Freescale Semiconductor, Groupon, IAC/InterActive Corp., JDS Uniphase, KLA-Tencor, LSI, Marvell Technology Group and Synopsis. The second group consisted of technology companies with significantly larger market capitalizations than that of the Company. Examples of this second group include, Adobe Systems, Citrix Systems and NetApp. In general, the total compensation for the Company’s Named Executive Officers is at or above the 75th percentile of the first group of peer companies.NVIDIA. Total fees paid to Compensia were less than $120 thousand$120,000 in each year.

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. Nonetheless, this comparative compensation data is valuable in that it provides the Company with insight into ranges and components of total compensation as well as confirms the reasonableness of the Company’s own compensation decisions.

The Chief Executive Officer’s total compensation is determined by the Compensation Committee in executive session without the presence of the Chief Executive Officer. The Committee’s decision regarding total compensation for the Chief Executive Officer is based on the philosophy outlined above as well as the review and data provided by Compensia. The accomplishments of the Chief Executive

26


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 are also considered.

The Company’s compensation practices, including its performance values, are evaluated on an ongoing basis to determine whether they are appropriate to attract, retain and reward outstanding performers. Such evaluations may result in a refinement of the Company’s articulation of its performance values or a determination that it is appropriate to adjust total compensation or otherwise modify the methods of granting equity incentives. 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 total compensation or, in the case of under performers, demotion, a reduction in total compensation or termination.

Elements of Total Compensation

After determining the total compensation amount for each Named Executive Officer by the method described above, the total compensation amount for each individual is divided into the two key elements of salary and stock options. This allocation is made pursuant to the compensation preferences of each Named Executive Officer who within the parameters of the total compensation, can requestselects a customized combination of salary and stock options. The Compensation Committee retainsoptions within the authority to adjust these requests. With respect to compensation for 2010 and the previous two years,parameters of their total compensation. For 2013, the Compensation Committee madelimited the Company's executive officers, including the Named Executive Officers, from allocating no adjustments to the requested monthlymore than 50% of their total compensation toward stock option amounts.options. The amount of total compensation allocated to salary is considered cash compensation and paid through payroll during the year on a semi-monthlybi-weekly basis. The amount of total compensation allocated to stock options is referred to as the stock option allowance and while it is expressed in a dollar denomination, it is merely used by the Company to calculate the number of stock options to be granted in the manner described below. The stock option allowance amount is not available to the employees as cash compensation, except in instances where severance payments are made and as otherwise set forth in the Executive Severance and Retention Incentive Plan described below.

22

The Company does not currently provide a program of performance bonuses for its Named Executive Officers. The Company expects all individuals to perform at a level deserving of a bonus and therefore such bonus amounts are taken into consideration in determining total compensation for the Company’sCompany's employees.

All employees who are eligible to receive stock options as part of their compensation package may request any combination of salary and stock options. The Company (or in the case of the Named Executive Officers, the Compensation Committee) retains the right to adjust the requests or otherwise modify or eliminate the monthly stock option awards. In previous years, the percentage of total compensation that could be requested in stock options was capped. In 2010, the cap was eliminated. By this method, each Named Executive Officer has the ability prior to the beginning of each calendar year to request his or her preferred mix of compensation elements within the parameters of total compensation. Once the allocation is requested, the Named Executive Officer generally may not make any adjustments or modifications during the calendar year.

After determining the amount of total compensation to be allocated to stock options, 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. The actual number of options to be granted is determined by the following formula: the monthly dollar amount of the stock option allowance / ([fair market value on the date of option grant] * 0.20). For 2010, this formula was modified so that, effective for grants commencing in 2010, the number of options granted each month would be calculated using 20% of the fair market value of the stock on the grant date instead of 25%. This option granting practice is the same for Named Executive Officers and all other salaried employees. The Company established and subsequently modified the foregoing formula in an effort to encourage stock ownership by employees. For stock option accounting purposes, the dollar value of stock options granted by the Company are appreciably higher than the dollar value of the Stock Option Allowance (please compare “Summary Executive Compensation” table provided in this Proxy Statement with the table listed below). While any valuation of options is inherently subjective, the Company believes that its formula as recently modified, for granting options helps encourage stock ownership and therefore serves as an effective vehicle for helping align stockholder interests with the compensation of employees. 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 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 receive a significant portion of their total 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.

23

In 20082011 and 2009,2012, the salary and stock option 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 20082011 and 2009)2012):

Name and Position

  2008
Annual Salary
  2008
Annual Stock
Option Allowance
  2008
Monthly Stock
Option Allowance

Reed Hastings

Chief Executive Officer and Chairman of the Board

  $1,000,000  $1,000,000  $83,333

Neil Hunt

Chief Product Officer

   800,000   400,000   33,333

Leslie Kilgore

Chief Marketing Officer

   750,000   750,000   62,500

Barry McCarthy

Chief Financial Officer

   800,000   600,000   50,000

Ted Sarandos

Chief Content Officer

   900,000   100,000   8,333

Name and Position

  2009
Annual Salary
  2009
Annual Stock
Option Allowance
  2009
Monthly Stock
Option Allowance

Reed Hastings

Chief Executive Officer and Chairman of the Board

  $1,000,000  $1,000,000  $83,333

Neil Hunt

Chief Product Officer

   800,000   400,000   33,333

Leslie Kilgore

Chief Marketing Officer

   750,000   750,000   62,500

Barry McCarthy

Chief Financial Officer

   600,000   800,000   66,667

Ted Sarandos

Chief Content Officer

   900,000   100,000   8,333


27


Name and Position 
2011
Annual Salary
 
2011
Annual Stock
Option Allowance
 
2011
Monthly Stock
Option Allowance
Reed Hastings
Chief Executive Officer and Chairman of the Board
 $500,000
 $3,000,000
 $250,000
Neil Hunt
Chief Product Officer
 1,000,000
 900,000
 75,000
Leslie Kilgore
Chief Marketing Officer
 802,000
 1,098,000
 91,500
Ted Sarandos
Chief Content Officer
 903,362
 1,396,638
 116,387
David Wells
Chief Financial Officer
 400,000
 350,000
 29,167
Name and Position 
2012
Annual Salary
 
2012
Annual Stock
Option Allowance
 
2012
Monthly Stock
Option Allowance
Reed Hastings
Chief Executive Officer and Chairman of the Board
 $500,000
 $1,500,000
 $125,000
Neil Hunt
Chief Product Officer
 1,000,000
 1,500,000
 125,000
David Hyman
General Counsel and Secretary
 820,000
 480,000
 40,000
Ted Sarandos
Chief Content Officer
 1,000,000
 1,800,000
 150,000
David Wells
Chief Financial Officer
 490,000
 510,000
 42,500
In 2010,2013, the salary and stock option components for the Named Executive Officers are being allocated as follows:

Name and Position

  2010
Annual Salary
  2010
Annual Stock
Option Allowance
  2010
Monthly Stock
Option Allowance

Reed Hastings

Chief Executive Officer and Chairman of the Board

  $500,000  $2,000,000  $166,667

Neil Hunt

Chief Product Officer

   866,667   433,333   36,111

Leslie Kilgore

Chief Marketing Officer

   775,000   775,000   64,583

Barry McCarthy

Chief Financial Officer

   600,000   850,000   70,833

Ted Sarandos

Chief Content Officer

   900,000   600,000   50,000

24

Name and Position 
2013
Annual Salary
 
2013
Annual Stock
Option Allowance
 
2013
Monthly Stock
Option Allowance
Reed Hastings
Chief Executive Officer and Chairman of the Board
 $2,000,000
 $2,000,000
 $166,667
Neil Hunt
Chief Product Officer
 1,750,000
 1,250,000
 104,167
David Hyman
General Counsel and Secretary
 848,000
 552,000
 46,000
Ted Sarandos
Chief Content Officer
 2,200,000
 1,800,000
 150,000
David Wells
Chief Financial Officer
 770,000
 330,000
 27,500
Vested stock options granted before June 30, 2004 can be exercised up to three (3) months following termination of employment. 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. 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.

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 executive officers 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 total

28


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's employees, receives an additional $10,000 in annual compensation not reflected above that may be used to defray the cost of health benefits previously paid by the Company. Any portion of this allowance not utilized towards the cost of health care benefits will be paid as salary.
In addition to salary and stock options, all exempt employees, including Named Executive Officers, also have the opportunity to participate in the Company’s 401(k) matching program which enables them to receive a dollar-for-dollar Company match of up to 3% of his or her compensation to the 401(k) fund. Each of the Named Executive Officers except for the Chief Executive Officer participated in this program in 20092012 and therefore the Company matched the 401(k) contributions as shown in the tables of this Proxy Statement.

The Company also offers employees, including Named Executive Officers, the opportunity to participate in the Purchase Plan. Each of the Named Executive Officers, except for the Chief Executive Officer, participated in this program in 2009. Under the Purchase Plan, employees may purchase common stock of the Company through accumulated payroll deductions. The purchase price of the common stock acquired by employees participating in the Purchase Plan is 85% of the closing price on either the first day of the offering period or the last day of the purchase period, whichever is lower. Through May 1, 2006, offering periods were twenty-four months, and the purchase periods were six months. Therefore, each offering period included four six-month purchase periods, and the purchase price for each six-month period was determined by comparing the closing prices on the first day of the offering period and the last day of the applicable purchase period. In this manner, the look-back for determining the purchase price was up to twenty-four months. However, effective May 1, 2006, the Purchase Plan was amended so that the offering and purchase periods take place concurrently in consecutive six month increments. Under the amended Purchase Plan, therefore, the look-back for determining the purchase price is six months.

The Company also maintains a group term life insurance policy for all full-time employees, and a portion of the taxable amounts attributable to each Named Executive Officer is shown in the tables in this Proxy Statement.

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. Under this plan, each employee of the Company at the level of Vice President or higher is entitled to a severance benefit upon termination of employment (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

25

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 and nine (9) months of the cash equivalent to the stock option allowance then being used in calculating the number of options granted monthly to such employee. 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 as well as a severance benefit.

In lieu of the severance benefit, employees covered by the 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) months of the cash equivalent to the stock option allowance then being used in calculating the number of options granted monthly to such employee.

The Company also has a plan for its director level employees 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) months of the cash equivalent to the stock option allowance then being used in calculating the number of options granted monthly to such employee. While director level employees are not guaranteed any severance, to the extent any severance is provided, payment associated with the change in control will be in lieu of or otherwise offset against any such severance payment.

The Company believes that it was 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 plans are to be paid to the beneficiary 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 10.10 to the Company’s Form 10-Q10-K filed on May 5, 2009.

January 31, 2013.

Tax Considerations

The Compensation Committee considered the potential impact of Section 162(m) of the Internal Revenue Code on executive officer compensation. Section 162(m) generally disallows a tax deduction for compensation that we pay to our Chief Executive Officer or any of the next three most highly compensated executive officers to the extent that the compensation for any such individual exceeds $1 million in any taxable year. However, this deduction limitation does not apply to compensation that is “performance-based” under 162(m)Section162(m). The Company believes thatCompany's stock options grantedgrants are intended to its executive officers will meet the requirement of beingqualify as performance-based under Section 162(m). Accordingly,; however, cash compensation paid to the Company's executive officers in excess of $1 million is not intended

29


to qualify as performance-based. Prior to 2013, no executive officers received cash compensation in excess of $1 million. In 2013, the Compensation Committee determined that it was appropriate and in the best interest of shareholders to allow cash compensation to exceed $1 million. In permitting cash compensation to exceed $1 million, the Compensation Committee determined that, at present, the amount of tax deduction lost to the Company did not warrant the costs associated with establishing and implementing a “bonus” program. Furthermore, the Compensation Committee determined that the current compensation program remained effective at attracting and maintaining executive talent. The Compensation Committee will continue to evaluate the implications of 162(m) on the Company and its compensation program.
The Committee's Consideration of the 2012 Nonbinding Advisory Vote to Approve the Compensation of our Named Executive Officers
In 2012, 96% of the shares voted approved the compensation of our named executive officers. At the time of the 2012 vote, the Committee had already approved the design and goals of our executive compensation program for 2012. The Committee reviewed these voting results and concluded that Section 162(m) shouldthe 2012 vote affirmed shareholder support of the Company’s approach to executive compensation and did not materially reduce the tax deductions availablechange its compensation policies and decisions with respect to the Company. However, the Committee may from time to time approve compensation that is not deductible under Section 162(m) if it determines that it is in the Company’s best interest to do so.

26

2013.


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
($)
  Option
Award
($) (1)
  All Other
Compensation
($)
  Total
Compensation
($)

Reed Hastings

  2009  $1,000,000  $1,755,998  $270(2)  $2,756,268

Chief Executive Officer,

  2008   994,231   1,766,353   270(2)   2,760,854

President, Chairman of the Board

  2007   850,000   1,568,307   270(2)   2,418,577

Neil Hunt

  2009   800,000   702,386   7,620(3)   1,510,006

Chief Product Officer

  2008   795,000   704,994   7,170(4)   1,507,164
   2007   670,000   608,872   7,020(5)   1,285,892

Leslie Kilgore

  2009   750,000   1,317,038   7,530(6)   2,074,568

Chief Marketing Officer

  2008   748,077   1,334,546   7,080(7)   2,089,703
   2007   700,000   1,291,555   6,930(8)   1,998,485

Barry McCarthy

  2009   607,692   1,376,041   8,124(9)   1,991,857

Chief Financial Officer

  2008   796,138   1,077,060   7,674(10)   1,880,872
   2007   699,600   1,144,650   7,164(11)   1,851,414

Ted Sarandos

  2009   900,000   175,594   14,120(12)   1,089,714

Chief Content Officer

  2008   896,538   177,414   13,580(13)   1,087,532
   2007   810,000   166,053   13,430(14)   989,483
Name and Principal Position Year 
Salary
($)
 
Option
Awards
($) (1)
 
All Other
Compensation
($)
   
Total
($)
Reed Hastings 2012 $509,615
 $5,033,860
 $966
 (2) $5,544,441
Chief Executive Officer, 2011 500,000
 8,788,080
 966
 (2) 9,289,046
President, Chairman of the Board 2010 519,231
 4,996,988
 414
 (2) 5,516,633
Neil Hunt 2012 1,009,615
 4,476,661
 8,466
 (3) 5,494,742
Chief Product Officer 2011 994,872
 2,595,553
 7,980
 (4) 3,598,405
  2010 864,103
 1,118,333
 7,620
 (5) 1,990,056
David Hyman 2012 822,692
 1,451,559
 4,242
 (6) 2,278,493
General Counsel 2011 641,538
 1,025,278
 7,495
 (7) 1,674,311
  2010 677,231
 299,851
 7,530
 (8) 984,612
Ted Sarandos 2012 1,005,898
 5,455,957
 10,548
 (9) 6,472,403
Chief Content Officer 2011 903,233
 4,009,802
 14,480
 (10) 4,927,515
  2010 900,000
 1,460,040
 14,120
 (11) 2,374,160
David Wells 2012 496,154
 1,533,778
 7,920
 (12) 2,037,852
Chief Financial Officer 2011 411,058
 983,464
 7,770
 (13) 1,402,292
  2010 358,000
 153,960
 7,512
 (14) 519,472
  (1)
(1)Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the 2009respective fiscal year. The dollar amounts set forth in the Option Awards column are different than the stock option allowance amounts described in the section above entitled “Compensation Discussion and Analysis” because the stock option allowance 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 7 to the Company’s consolidated financial statements for the fiscal year ended December 31, 20092012 and the discussion under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Form 10-K filed with the SEC on February 22, 2010.January 31, 2013.

  (2)
(2)Includes taxable amounts attributable to the employee under our group term life insurance policy.

(3)Includes $7,500 representing our matching contribution made under our 401(k) plan and $966 for taxable amounts attributable to Mr. Hunt under our group term life insurance policy.

30


(4)Includes $7,350 representing our matching contribution made under our 401(k) plan and $630 for taxable amounts attributable to Mr. Hunt under our group term life insurance policy.
(5)Includes $7,350 representing our matching contribution made under our 401(k) plan and $270 for taxable amounts attributable to Mr. Hunt under our group term life insurance policy.

  (4)
(6)Includes $6,900$3,612 representing our matching contribution made under our 401(k) plan, and $270$630 for taxable amounts attributable to Mr. HuntHyman under our group term life insurance policy.

  (5)
(7)Includes $6,750$7,350 representing our matching contribution made under our 401(k) plan and $270$145 for taxable amounts attributable to Mr. HuntHyman under our group term life insurance policy.

  (6)
(8)Includes $7,350 representing our matching contribution made under our 401(k) plan and $180 for taxable amounts attributable to Ms. KilgoreMr. Hyman under our group term life insurance policy.

  (7)
(9)Includes $6,900$3,418 representing our matching contribution made under our 401(k) plan, and $180$630 for taxable amounts attributable to Ms. KilgoreMr. Sarandos under our group term life insurance policy.policy, and a $6,500 auto allowance.

27

  (8)Includes $6,750 representing our matching contribution made under our 401(k) plan and $180 for taxable amounts attributable to Ms. Kilgore under our group term life insurance policy.

  (9)(10)Includes $7,350 representing our matching contribution made under our 401(k) plan, and $774$630 for taxable amounts attributable to Mr. McCarthySarandos under our group term life insurance policy.policy, and a $6,500 auto allowance.

(10)Includes $6,900 representing our matching contribution made under our 401(k) plan and $774 for taxable amounts attributable to Mr. McCarthy under our group term life insurance policy.

(11)Includes $6,750 representing our matching contribution made under our 401(k) plan and $414 for taxable amounts attributable to Mr. McCarthy under our group term life insurance policy.

(12)Includes $7,350 representing our matching contribution made under our 401(k) plan, $270 for taxable amounts attributable to Mr. Sarandos under our group term life insurance policy, and a $6,500 auto allowance.

(13)
(12)Includes $6,900$7,500 representing our matching contribution made under our 401(k) plan $180and $420 for taxable amounts attributable to Mr. SarandosWells under our group term life insurance policy and $6,500 auto allowance.policy.

(14)
(13)Includes $6,750$7,350 representing our matching contribution made under our 401(k) plan $180and $420 for taxable amounts attributable to Mr. SarandosWells under our group term life insurance policypolicy.
(14)Includes $7,350 representing our matching contribution made under our 401(k) plan and $6,500 auto allowance.$162 for taxable amounts attributable to Mr. Wells under our group term life insurance policy.

Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2009.2012. 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 are the only awards made to the Named Executive Officers. The material terms of these grants, including the formula for determining the number of stock options to be granted, are set forth above in “Compensation Discussion and Analysis.”

Name

  Grant Date
  All Other Option
Awards: Number of
Securities Underlying
Options (#)
  Exercise or Base
Price of Option
Awards ($/Sh)
  Grant Date Fair
Value of Stock and
Option Awards

Hastings, Reed

  1/2/2009  11,156  $29.87  $143,882

Hastings, Reed

  2/2/2009  9,021   36.95   143,924

Hastings, Reed

  3/2/2009  9,701   34.35   143,882

Hastings, Reed

  4/1/2009  7,774   42.87   147,141

Hastings, Reed

  5/1/2009  7,494   44.48   147,168

Hastings, Reed

  6/1/2009  8,138   40.94   147,096

Hastings, Reed

  7/1/2009  8,202   40.62   145,755

Hastings, Reed

  8/3/2009  7,414   44.97   145,861

Hastings, Reed

  9/1/2009  7,906   42.15   145,787

Hastings, Reed

  10/1/2009  7,467   44.62   148,465

Hastings, Reed

  11/2/2009  6,196   53.80   148,540

Hastings, Reed

  12/1/2009  5,723   58.23   148,497

Hunt, Neil

  1/2/2009  4,462   29.87   57,548

Hunt, Neil

  2/2/2009  3,608   36.95   57,563

Hunt, Neil

  3/2/2009  3,880   34.35   57,547

Hunt, Neil

  4/1/2009  3,109   42.87   58,845

Hunt, Neil

  5/1/2009  2,998   44.48   58,875

Hunt, Neil

  6/1/2009  3,255   40.94   58,835

28


31

Name

  Grant Date
  All Other Option
Awards: Number of
Securities Underlying
Options (#)
  Exercise or Base
Price of Option
Awards ($/Sh)
  Grant Date Fair
Value of Stock and
Option Awards

Hunt, Neil

  7/1/2009  3,281  $40.62  $58,306

Hunt, Neil

  8/3/2009  2,966   44.97   58,352

Hunt, Neil

  9/1/2009  3,163   42.15   58,326

Hunt, Neil

  10/1/2009  2,987   44.62   59,390

Hunt, Neil

  11/2/2009  2,478   53.80   59,406

Hunt, Neil

  12/1/2009  2,289   58.23   59,393

Kilgore, Leslie

  1/2/2009  8,367   29.87   107,912

Kilgore, Leslie

  2/2/2009  6,766   36.95   107,947

Kilgore, Leslie

  3/2/2009  7,276   34.35   107,915

Kilgore, Leslie

  4/1/2009  5,830   42.87   110,346

Kilgore, Leslie

  5/1/2009  5,621   44.48   110,386

Kilgore, Leslie

  6/1/2009  6,104   40.94   110,331

Kilgore, Leslie

  7/1/2009  6,152   40.62   109,325

Kilgore, Leslie

  8/3/2009  5,560   44.97   109,386

Kilgore, Leslie

  9/1/2009  5,930   42.15   109,349

Kilgore, Leslie

  10/1/2009  5,600   44.62   111,344

Kilgore, Leslie

  11/2/2009  4,647   53.80   111,405

Kilgore, Leslie

  12/1/2009  4,293   58.23   111,392

McCarthy, Barry

  1/2/2009  6,693   29.87   86,322

McCarthy, Barry

  2/2/2009  7,217   36.95   115,142

McCarthy, Barry

  3/2/2009  7,761   34.35   115,109

McCarthy, Barry

  4/1/2009  6,219   42.87   117,709

McCarthy, Barry

  5/1/2009  5,995   44.48   117,730

McCarthy, Barry

  6/1/2009  6,510   40.94   117,670

McCarthy, Barry

  7/1/2009  6,562   40.62   116,611

McCarthy, Barry

  8/3/2009  5,931   44.97   116,685

McCarthy, Barry

  9/1/2009  6,325   42.15   116,633

McCarthy, Barry

  10/1/2009  5,974   44.62   118,780

McCarthy, Barry

  11/2/2009  4,957   53.80   118,837

McCarthy, Barry

  12/1/2009  4,579   58.23   118,813

Sarandos, Ted

  1/2/2009  1,116   29.87   14,393

Sarandos, Ted

  2/2/2009  902   36.95   14,391

Sarandos, Ted

  3/2/2009  970   34.35   14,387

Sarandos, Ted

  4/1/2009  777   42.87   14,707

Sarandos, Ted

  5/1/2009  749   44.48   14,709

Sarandos, Ted

  6/1/2009  814   40.94   14,713

Sarandos, Ted

  7/1/2009  820   40.62   14,572

Sarandos, Ted

 ��8/3/2009  741   44.97   14,578

Sarandos, Ted

  9/1/2009  791   42.15   14,586

Sarandos, Ted

  10/1/2009  747   44.62   14,852

Sarandos, Ted

  11/2/2009  620   53.80   14,864

Sarandos, Ted

  12/1/2009  572   58.23   14,842

29



Name Grant Date 
All Other Option
Awards: Number of
Securities Underlying
Options (#)
 
Exercise or Base
Price of Option
Awards ($/Sh)
 
Grant Date Fair
Value of Stock and
Option Awards
Hastings, Reed 1/3/2012 17,303
 $72.24
 $796,005
Hastings, Reed 2/1/2012 5,083
 122.97
 398,049
Hastings, Reed 3/1/2012 5,543
 112.75
 397,956
Hastings, Reed 4/2/2012 5,484
 113.97
 389,875
Hastings, Reed 5/1/2012 7,682
 81.36
 389,872
Hastings, Reed 6/1/2012 9,929
 62.95
 389,887
Hastings, Reed 7/2/2012 9,211
 67.85
 385,724
Hastings, Reed 8/1/2012 11,468
 54.50
 385,748
Hastings, Reed 9/4/2012 11,175
 55.93
 385,755
Hastings, Reed 10/1/2012 11,151
 56.05
 371,659
Hastings, Reed 11/1/2012 8,045
 77.69
 371,661
Hastings, Reed 12/3/2012 8,223
 76.01
 371,669
Hunt, Neil 1/3/2012 5,191
 72.24
 238,806
Hunt, Neil 2/1/2012 5,083
 122.97
 398,049
Hunt, Neil 3/1/2012 5,543
 112.75
 397,956
Hunt, Neil 4/2/2012 5,484
 113.97
 389,875
Hunt, Neil 5/1/2012 7,682
 81.36
 389,872
Hunt, Neil 6/1/2012 9,929
 62.95
 389,887
Hunt, Neil 7/2/2012 9,211
 67.85
 385,724
Hunt, Neil 8/1/2012 11,468
 54.50
 385,748
Hunt, Neil 9/4/2012 11,175
 55.93
 385,755
Hunt, Neil 10/1/2012 11,151
 56.05
 371,659
Hunt, Neil 11/1/2012 8,045
 77.69
 371,661
Hunt, Neil 12/3/2012 8,223
 76.01
 371,669
Hyman, David 1/3/2012 2,076
 72.24
 95,504
Hyman, David 2/1/2012 1,626
 122.97
 127,332
Hyman, David 3/1/2012 1,774
 112.75
 127,363
Hyman, David 4/2/2012 1,755
 113.97
 124,768
Hyman, David 5/1/2012 2,458
 81.36
 124,747
Hyman, David 6/1/2012 3,177
 62.95
 124,753
Hyman, David 7/2/2012 2,948
 67.85
 123,452
Hyman, David 8/1/2012 3,670
 54.50
 123,447
Hyman, David 9/4/2012 3,576
 55.93
 123,442
Hyman, David 10/1/2012 3,568
 56.05
 118,920
Hyman, David 11/1/2012 2,574
 77.69
 118,913
Hyman, David 12/3/2012 2,631
 76.01
 118,918
Sarandos, Ted 1/3/2012 8,056
 72.24
 370,607
Sarandos, Ted 2/1/2012 6,099
 122.97
 477,611
Sarandos, Ted 3/1/2012 6,652
 112.75
 477,576
Sarandos, Ted 4/2/2012 6,581
 113.97
 467,864
Sarandos, Ted 5/1/2012 9,218
 81.36
 467,826
Sarandos, Ted 6/1/2012 11,914
 62.95
 467,833
Sarandos, Ted 7/2/2012 11,054
 67.85
 462,902
Sarandos, Ted 8/1/2012 13,761
 54.50
 462,877
Sarandos, Ted 9/4/2012 13,410
 55.93
 462,907

32



Name Grant Date 
All Other Option
Awards: Number of
Securities Underlying
Options (#)
 
Exercise or Base
Price of Option
Awards ($/Sh)
 
Grant Date Fair
Value of Stock and
Option Awards
Sarandos, Ted 10/1/2012 13,381
 56.05
 445,985
Sarandos, Ted 11/1/2012 9,654
 77.69
 445,993
Sarandos, Ted 12/3/2012 9,867
 76.01
 445,976
Wells, David 1/3/2012 2,019
 72.24
 92,882
Wells, David 2/1/2012 1,728
 122.97
 135,319
Wells, David 3/1/2012 1,885
 112.75
 135,332
Wells, David 4/2/2012 1,865
 113.97
 132,589
Wells, David 5/1/2012 2,612
 81.36
 132,563
Wells, David 6/1/2012 3,376
 62.95
 132,567
Wells, David 7/2/2012 3,132
 67.85
 131,157
Wells, David 8/1/2012 3,899
 54.50
 131,150
Wells, David 9/4/2012 3,799
 55.93
 131,140
Wells, David 10/1/2012 3,791
 56.05
 126,353
Wells, David 11/1/2012 2,735
 77.69
 126,351
Wells, David 12/3/2012 2,796
 76.01
 126,375
Option Exercises and Stock Vested

The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2009

   Option Awards

Name

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

Hastings, Reed

  251,000  $1.50  7/18/2011

Hastings, Reed

  200,000   1.50  2/27/2012

Hastings, Reed

  15,238   12.38  7/1/2013

Hastings, Reed

  15,238   12.48  8/1/2013

Hastings, Reed

  15,238   16.83  9/2/2013

Hastings, Reed

  15,238   17.26  10/1/2013

Hastings, Reed

  15,238   29.23  11/3/2013

Hastings, Reed

  15,238   25.35  12/1/2013

Hastings, Reed

  15,238   27.42  1/2/2014

Hastings, Reed

  15,238   36.37  2/2/2014

Hastings, Reed

  15,238   34.75  3/1/2014

Hastings, Reed

  15,238   35.36  4/1/2014

Hastings, Reed

  15,238   26.90  5/3/2014

Hastings, Reed

  15,238   32.60  6/1/2014

Hastings, Reed

  12,977   35.95  7/1/2014

Hastings, Reed

  23,148   20.16  8/2/2014

Hastings, Reed

  32,680   14.27  9/1/2014

Hastings, Reed

  28,595   16.33  10/1/2014

Hastings, Reed

  49,435   9.43  11/1/2014

Hastings, Reed

  41,518   11.25  12/1/2014

Hastings, Reed

  39,150   11.92  1/3/2015

Hastings, Reed

  40,650   11.48  2/1/2015

Hastings, Reed

  43,210   10.79  3/1/2015

Hastings, Reed

  43,050   10.83  4/1/2015

Hastings, Reed

  40,369   11.57  5/2/2015

Hastings, Reed

  32,140   14.50  6/1/2015

Hastings, Reed

  20,129   16.55  7/1/2015

Hastings, Reed

  17,218   19.34  8/1/2015

Hastings, Reed

  15,547   21.45  9/1/2015

Hastings, Reed

  12,513   26.64  10/3/2015

Hastings, Reed

  12,980   25.68  11/1/2015

Hastings, Reed

  12,291   27.11  12/1/2015

Hastings, Reed

  12,801   26.05  1/3/2016

Hastings, Reed

  12,291   27.11  2/1/2016

Hastings, Reed

  12,419   26.85  3/1/2016

Hastings, Reed

  11,854   28.13  4/3/2016

Hastings, Reed

  11,261   29.60  5/1/2016

Hastings, Reed

  11,688   28.51  6/1/2016

Hastings, Reed

  12,237   27.24  7/3/2016

Hastings, Reed

  16,244   20.50  8/1/2016

Hastings, Reed

  16,633   20.02  9/1/2016

Hastings, Reed

  14,620   22.81  10/2/2016

Hastings, Reed

  12,095   27.55  11/1/2016

30

2012. All options are fully vested upon grant.


33
   Option Awards

Name

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

Hastings, Reed

  11,307  $29.46  12/1/2016

Hastings, Reed

  10,652   26.61  1/3/2017

Hastings, Reed

  12,471   22.73  2/1/2017

Hastings, Reed

  12,405   22.83  3/1/2017

Hastings, Reed

  12,067   23.48  4/2/2017

Hastings, Reed

  12,786   22.15  5/1/2017

Hastings, Reed

  13,142   21.57  6/1/2017

Hastings, Reed

  14,545   19.48  7/2/2017

Hastings, Reed

  16,511   17.16  8/1/2017

Hastings, Reed

  15,602   18.14  9/4/2017

Hastings, Reed

  13,340   21.22  10/1/2017

Hastings, Reed

  10,781   26.29  11/1/2017

Hastings, Reed

  11,905   23.78  12/3/2017

Hastings, Reed

  10,749   26.35  1/2/2018

Hastings, Reed

  13,123   25.39  2/1/2018

Hastings, Reed

  10,767   30.94  3/3/2018

Hastings, Reed

  9,127   36.51  4/1/2018

Hastings, Reed

  10,753   31.00  5/1/2018

Hastings, Reed

  10,794   30.89  6/2/2018

Hastings, Reed

  12,291   27.10  7/1/2018

Hastings, Reed

  11,400   29.22  8/1/2018

Hastings, Reed

  10,808   30.84  9/2/2018

Hastings, Reed

  11,096   30.04  10/1/2018

Hastings, Reed

  14,269   23.36  11/3/2018

Hastings, Reed

  15,124   22.04  12/1/2018

Hastings, Reed

  11,156   29.87  1/2/2019

Hastings, Reed

  9,021   36.95  2/2/2019

Hastings, Reed

  9,701   34.35  3/2/2019

Hastings, Reed

  7,774   42.87  4/1/2019

Hastings, Reed

  7,494   44.48  5/1/2019

Hastings, Reed

  8,138   40.94  6/1/2019

Hastings, Reed

  8,202   40.62  7/1/2019

Hastings, Reed

  7,414   44.97  8/3/2019

Hastings, Reed

  7,906   42.15  9/1/2019

Hastings, Reed

  7,467   44.62  10/1/2019

Hastings, Reed

  6,196   53.80  11/2/2019

Hastings, Reed

  5,723   58.23  12/1/2019

Hunt, Neil

  1,332   1.50  1/24/2011

Hunt, Neil

  19,912   1.50  2/27/2012

Hunt, Neil

  5,000   29.23  11/3/2013

Hunt, Neil

  5,000   36.37  2/2/2014

Hunt, Neil

  5,000   34.75  3/1/2014

Hunt, Neil

  5,000   35.36  4/1/2014

Hunt, Neil

  5,000   32.60  6/1/2014

Hunt, Neil

  2,317   35.95  7/1/2014

Hunt, Neil

  1,657   28.13  4/3/2016

Hunt, Neil

  3,097   29.60  5/1/2016

31



  Option Awards
Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Hastings, Reed 49,435
 9.43
 11/1/2014
Hastings, Reed 43,210
 10.79
 3/1/2015
Hastings, Reed 43,050
 10.83
 4/1/2015
Hastings, Reed 41,518
 11.25
 12/1/2014
Hastings, Reed 40,650
 11.48
 2/1/2015
Hastings, Reed 40,369
 11.57
 5/2/2015
Hastings, Reed 39,150
 11.92
 1/3/2015
Hastings, Reed 15,238
 12.38
 7/1/2013
Hastings, Reed 15,238
 12.48
 8/1/2013
Hastings, Reed 32,680
 14.27
 9/1/2014
Hastings, Reed 32,140
 14.50
 6/1/2015
Hastings, Reed 28,595
 16.33
 10/1/2014
Hastings, Reed 20,129
 16.55
 7/1/2015
Hastings, Reed 15,238
 16.83
 9/2/2013
Hastings, Reed 16,511
 17.16
 8/1/2017
Hastings, Reed 15,238
 17.26
 10/1/2013
Hastings, Reed 15,602
 18.14
 9/4/2017
Hastings, Reed 17,218
 19.34
 8/1/2015
Hastings, Reed 14,545
 19.48
 7/2/2017
Hastings, Reed 16,633
 20.02
 9/1/2016
Hastings, Reed 23,148
 20.16
 8/2/2014
Hastings, Reed 16,244
 20.50
 8/1/2016
Hastings, Reed 13,340
 21.22
 10/1/2017
Hastings, Reed 15,547
 21.45
 9/1/2015
Hastings, Reed 13,142
 21.57
 6/1/2017
Hastings, Reed 15,124
 22.04
 12/1/2018
Hastings, Reed 12,786
 22.15
 5/1/2017
Hastings, Reed 12,471
 22.73
 2/1/2017
Hastings, Reed 14,620
 22.81
 10/2/2016
Hastings, Reed 12,405
 22.83
 3/1/2017
Hastings, Reed 14,269
 23.36
 11/3/2018
Hastings, Reed 12,067
 23.48
 4/2/2017
Hastings, Reed 11,905
 23.78
 12/3/2017
Hastings, Reed 15,238
 25.35
 12/1/2013
Hastings, Reed 13,123
 25.39
 2/1/2018
Hastings, Reed 12,980
 25.68
 11/1/2015
Hastings, Reed 12,801
 26.05
 1/3/2016
Hastings, Reed 10,781
 26.29
 11/1/2017
Hastings, Reed 10,749
 26.35
 1/2/2018
Hastings, Reed 10,652
 26.61
 1/3/2017
Hastings, Reed 12,513
 26.64
 10/3/2015
Hastings, Reed 12,419
 26.85
 3/1/2016
Hastings, Reed 15,238
 26.90
 5/3/2014
Hastings, Reed 12,291
 27.10
 7/1/2018




34
   Option Awards

Name

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

Hunt, Neil

  3,214  $28.51  6/1/2016

Hunt, Neil

  3,109   29.46  12/1/2016

Hunt, Neil

  4,135   26.61  1/3/2017

Hunt, Neil

  3,460   23.48  4/2/2017

Hunt, Neil

  4,186   26.29  11/1/2017

Hunt, Neil

  4,622   23.78  12/3/2017

Hunt, Neil

  4,173   26.35  1/2/2018

Hunt, Neil

  5,249   25.39  2/1/2018

Hunt, Neil

  4,307   30.94  3/3/2018

Hunt, Neil

  3,651   36.51  4/1/2018

Hunt, Neil

  4,301   31.00  5/1/2018

Hunt, Neil

  4,318   30.89  6/2/2018

Hunt, Neil

  4,916   27.10  7/1/2018

Hunt, Neil

  4,560   29.22  8/1/2018

Hunt, Neil

  4,323   30.84  9/2/2018

Hunt, Neil

  4,439   30.04  10/1/2018

Hunt, Neil

  4,462   29.87  1/2/2019

Hunt, Neil

  3,608   36.95  2/2/2019

Hunt, Neil

  3,880   34.35  3/2/2019

Hunt, Neil

  3,109   42.87  4/1/2019

Hunt, Neil

  2,998   44.48  5/1/2019

Hunt, Neil

  3,255   40.94  6/1/2019

Hunt, Neil

  3,281   40.62  7/1/2019

Hunt, Neil

  2,966   44.97  8/3/2019

Hunt, Neil

  3,163   42.15  9/1/2019

Hunt, Neil

  2,987   44.62  10/1/2019

Hunt, Neil

  2,478   53.80  11/2/2019

Hunt, Neil

  2,289   58.23  12/1/2019

Kilgore, Leslie

  14,028   1.50  2/27/2012

Kilgore, Leslie

  8,772   26.61  1/3/2017

Kilgore, Leslie

  8,879   26.29  11/1/2017

Kilgore, Leslie

  8,852   26.35  1/2/2018

Kilgore, Leslie

  9,843   25.39  2/1/2018

Kilgore, Leslie

  8,075   30.94  3/3/2018

Kilgore, Leslie

  6,846   36.51  4/1/2018

Kilgore, Leslie

  8,065   31.00  5/1/2018

Kilgore, Leslie

  8,096   30.89  6/2/2018

Kilgore, Leslie

  9,218   27.10  7/1/2018

Kilgore, Leslie

  8,550   29.22  8/1/2018

Kilgore, Leslie

  8,106   30.84  9/2/2018

Kilgore, Leslie

  8,322   30.04  10/1/2018

Kilgore, Leslie

  8,367   29.87  1/2/2019

Kilgore, Leslie

  6,766   36.95  2/2/2019

Kilgore, Leslie

  7,276   34.35  3/2/2019

Kilgore, Leslie

  5,830   42.87  4/1/2019

Kilgore, Leslie

  5,621   44.48  5/1/2019

Kilgore, Leslie

  6,104   40.94  6/1/2019

32



  Option Awards
Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Hastings, Reed 12,291
 27.11
 2/1/2016
Hastings, Reed 12,291
 27.11
 12/1/2015
Hastings, Reed 12,237
 27.24
 7/3/2016
Hastings, Reed 15,238
 27.42
 1/2/2014
Hastings, Reed 12,095
 27.55
 11/1/2016
Hastings, Reed 11,854
 28.13
 4/3/2016
Hastings, Reed 11,688
 28.51
 6/1/2016
Hastings, Reed 11,400
 29.22
 8/1/2018
Hastings, Reed 15,238
 29.23
 11/3/2013
Hastings, Reed 11,307
 29.46
 12/1/2016
Hastings, Reed 11,261
 29.60
 5/1/2016
Hastings, Reed 11,156
 29.87
 1/2/2019
Hastings, Reed 11,096
 30.04
 10/1/2018
Hastings, Reed 10,808
 30.84
 9/2/2018
Hastings, Reed 10,794
 30.89
 6/2/2018
Hastings, Reed 10,767
 30.94
 3/3/2018
Hastings, Reed 10,753
 31.00
 5/1/2018
Hastings, Reed 15,238
 32.60
 6/1/2014
Hastings, Reed 9,701
 34.35
 3/2/2019
Hastings, Reed 15,238
 34.75
 3/1/2014
Hastings, Reed 15,238
 35.36
 4/1/2014
Hastings, Reed 12,977
 35.95
 7/1/2014
Hastings, Reed 15,238
 36.37
 2/2/2014
Hastings, Reed 9,127
 36.51
 4/1/2018
Hastings, Reed 9,021
 36.95
 2/2/2019
Hastings, Reed 8,202
 40.62
 7/1/2019
Hastings, Reed 8,138
 40.94
 6/1/2019
Hastings, Reed 7,906
 42.15
 9/1/2019
Hastings, Reed 7,774
 42.87
 4/1/2019
Hastings, Reed 7,494
 44.48
 5/1/2019
Hastings, Reed 7,467
 44.62
 10/1/2019
Hastings, Reed 7,414
 44.97
 8/3/2019
Hastings, Reed 7,788
 53.48
 1/4/2020
Hastings, Reed 6,196
 53.80
 11/2/2019
Hastings, Reed 11,468
 54.50
 8/1/2022
Hastings, Reed 11,175
 55.93
 9/4/2022
Hastings, Reed 11,151
 56.05
 10/1/2022
Hastings, Reed 5,723
 58.23
 12/1/2019
Hastings, Reed 13,654
 61.03
 2/1/2020
Hastings, Reed 9,929
 62.95
 6/1/2022
Hastings, Reed 18,609
 67.17
 12/1/2021
Hastings, Reed 9,211
 67.85
 7/2/2022
Hastings, Reed 11,956
 69.70
 3/1/2020
Hastings, Reed 17,303
 72.24
 1/3/2022
Hastings, Reed 11,111
 75.00
 4/1/2020
Hastings, Reed 8,223
 76.01
 12/3/2022

35
   Option Awards

Name

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

Kilgore, Leslie

  6,152  $40.62  7/1/2019

Kilgore, Leslie

  5,560   44.97  8/3/2019

Kilgore, Leslie

  5,930   42.15  9/1/2019

Kilgore, Leslie

  5,600   44.62  10/1/2019

Kilgore, Leslie

  4,647   53.80  11/2/2019

Kilgore, Leslie

  4,293   58.23  12/1/2019

McCarthy, Barry

  742   1.50  2/27/2012

McCarthy, Barry

  8,334   16.83  9/2/2013

McCarthy, Barry

  8,334   17.26  10/1/2013

McCarthy, Barry

  8,334   29.23  11/3/2013

McCarthy, Barry

  8,334   25.35  12/1/2013

McCarthy, Barry

  8,334   27.42  1/2/2014

McCarthy, Barry

  8,334   36.37  2/2/2014

McCarthy, Barry

  8,334   34.75  3/1/2014

McCarthy, Barry

  8,334   35.36  4/1/2014

McCarthy, Barry

  8,334   26.90  5/3/2014

McCarthy, Barry

  8,334   32.60  6/1/2014

McCarthy, Barry

  5,098   35.95  7/1/2014

McCarthy, Barry

  11,234   16.33  10/1/2014

McCarthy, Barry

  4,856   9.43  11/1/2014

McCarthy, Barry

  16,311   11.25  12/1/2014

McCarthy, Barry

  15,970   11.48  2/1/2015

McCarthy, Barry

  15,955   10.79  3/1/2015

McCarthy, Barry

  16,913   10.83  4/1/2015

McCarthy, Barry

  12,626   14.50  6/1/2015

McCarthy, Barry

  15,097   16.55  7/1/2015

McCarthy, Barry

  11,660   21.45  9/1/2015

McCarthy, Barry

  9,384   26.64  10/3/2015

McCarthy, Barry

  9,735   25.68  11/1/2015

McCarthy, Barry

  9,218   27.11  12/1/2015

McCarthy, Barry

  8,961   26.05  1/3/2016

McCarthy, Barry

  8,604   27.11  2/1/2016

McCarthy, Barry

  8,693   26.85  3/1/2016

McCarthy, Barry

  8,298   28.13  4/3/2016

McCarthy, Barry

  7,883   29.60  5/1/2016

McCarthy, Barry

  8,181   28.51  6/1/2016

McCarthy, Barry

  8,566   27.24  7/3/2016

McCarthy, Barry

  4,012   20.50  8/1/2016

McCarthy, Barry

  10,234   22.81  10/2/2016

McCarthy, Barry

  8,466   27.55  11/1/2016

McCarthy, Barry

  7,915   29.46  12/1/2016

McCarthy, Barry

  7,774   26.61  1/3/2017

McCarthy, Barry

  9,102   22.73  2/1/2017

McCarthy, Barry

  9,054   22.83  3/1/2017

McCarthy, Barry

  8,807   23.48  4/2/2017

McCarthy, Barry

  9,332   22.15  5/1/2017

McCarthy, Barry

  9,592   21.57  6/1/2017

33



  Option Awards
Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Hastings, Reed 8,045
 77.69
 11/1/2022
Hastings, Reed 15,607
 80.09
 11/1/2021
Hastings, Reed 7,682
 81.36
 5/1/2022
Hastings, Reed 8,180
 101.88
 8/2/2020
Hastings, Reed 8,171
 101.99
 5/3/2020
Hastings, Reed 7,767
 107.29
 6/1/2020
Hastings, Reed 7,599
 109.66
 7/1/2020
Hastings, Reed 5,543
 112.75
 3/1/2022
Hastings, Reed 11,038
 113.25
 10/3/2021
Hastings, Reed 5,484
 113.97
 4/2/2022
Hastings, Reed 5,083
 122.97
 2/1/2022
Hastings, Reed 6,177
 134.91
 9/1/2020
Hastings, Reed 5,388
 154.66
 10/1/2020
Hastings, Reed 4,979
 167.37
 11/1/2020
Hastings, Reed 4,671
 178.41
 1/3/2021
Hastings, Reed 4,164
 200.14
 12/1/2020
Hastings, Reed 6,109
 204.63
 3/1/2021
Hastings, Reed 5,871
 212.90
 2/1/2021
Hastings, Reed 5,359
 233.27
 9/1/2021
Hastings, Reed 5,270
 237.19
 5/2/2021
Hastings, Reed 5,163
 242.09
 4/1/2021
Hastings, Reed 4,746
 263.38
 8/1/2021
Hastings, Reed 4,677
 267.26
 6/1/2021
Hastings, Reed 4,664
 267.99
 7/1/2021
Hunt, Neil 11,468
 54.50
 8/1/2022
Hunt, Neil 11,175
 55.93
 9/4/2022
Hunt, Neil 11,151
 56.05
 10/1/2022
Hunt, Neil 9,929
 62.95
 6/1/2022
Hunt, Neil 5,583
 67.17
 12/1/2021
Hunt, Neil 9,211
 67.85
 7/2/2022
Hunt, Neil 5,191
 72.24
 1/3/2022
Hunt, Neil 8,223
 76.01
 12/3/2022
Hunt, Neil 8,045
 77.69
 11/1/2022
Hunt, Neil 4,682
 80.09
 11/1/2021
Hunt, Neil 7,682
 81.36
 5/1/2022
Hunt, Neil 1,772
 101.88
 8/2/2020
Hunt, Neil 5,543
 112.75
 3/1/2022
Hunt, Neil 3,311
 113.25
 10/3/2021
Hunt, Neil 5,484
 113.97
 4/2/2022
Hunt, Neil 5,083
 122.97
 2/1/2022
Hunt, Neil 1,338
 134.91
 9/1/2020
Hunt, Neil 1,167
 154.66
 10/1/2020
Hunt, Neil 1,079
 167.37
 11/1/2020
Hunt, Neil 1,012
 178.41
 1/3/2021
Hunt, Neil 902
 200.14
 12/1/2020
       
  Option Awards

36
   Option Awards

Name

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

McCarthy, Barry

  12,051  $17.16  8/1/2017

McCarthy, Barry

  9,736   21.22  10/1/2017

McCarthy, Barry

  7,869   26.29  11/1/2017

McCarthy, Barry

  8,689   23.78  12/3/2017

McCarthy, Barry

  7,845   26.35  1/2/2018

McCarthy, Barry

  7,874   25.39  2/1/2018

McCarthy, Barry

  6,460   30.94  3/3/2018

McCarthy, Barry

  5,476   36.51  4/1/2018

McCarthy, Barry

  6,452   31.00  5/1/2018

McCarthy, Barry

  6,477   30.89  6/2/2018

McCarthy, Barry

  7,375   27.10  7/1/2018

McCarthy, Barry

  6,840   29.22  8/1/2018

McCarthy, Barry

  6,485   30.84  9/2/2018

McCarthy, Barry

  6,658   30.04  10/1/2018

McCarthy, Barry

  8,562   23.36  11/3/2018

McCarthy, Barry

  9,074   22.04  12/1/2018

McCarthy, Barry

  6,693   29.87  1/2/2019

McCarthy, Barry

  7,217   36.95  2/2/2019

McCarthy, Barry

  7,761   34.35  3/2/2019

McCarthy, Barry

  6,219   42.87  4/1/2019

McCarthy, Barry

  5,995   44.48  5/1/2019

McCarthy, Barry

  6,510   40.94  6/1/2019

McCarthy, Barry

  6,562   40.62  7/1/2019

McCarthy, Barry

  5,931   44.97  8/3/2019

McCarthy, Barry

  6,325   42.15  9/1/2019

McCarthy, Barry

  5,974   44.62  10/1/2019

McCarthy, Barry

  4,957   53.80  11/2/2019

McCarthy, Barry

  4,579   58.23  12/1/2019

Sarandos, Ted

  2,790   1.50  2/27/2012

Sarandos, Ted

  2,262   29.23  11/3/2013

Sarandos, Ted

  2,262   25.35  12/1/2013

Sarandos, Ted

  2,262   27.42  1/2/2014

Sarandos, Ted

  2,262   36.37  2/2/2014

Sarandos, Ted

  2,262   34.75  3/1/2014

Sarandos, Ted

  2,262   35.36  4/1/2014

Sarandos, Ted

  2,262   26.90  5/3/2014

Sarandos, Ted

  2,262   32.60  6/1/2014

Sarandos, Ted

  695   35.95  7/1/2014

Sarandos, Ted

  1,924   21.45  9/1/2015

Sarandos, Ted

  1,548   26.64  10/3/2015

Sarandos, Ted

  1,606   25.68  11/1/2015

Sarandos, Ted

  1,521   27.11  12/1/2015

Sarandos, Ted

  528   26.05  1/3/2016

Sarandos, Ted

  507   27.11  2/1/2016

Sarandos, Ted

  512   26.85  3/1/2016

Sarandos, Ted

  489   28.13  4/3/2016

Sarandos, Ted

  465   29.60  5/1/2016

34



Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Hunt, Neil 1,833
 204.63
 3/1/2021
Hunt, Neil 1,761
 212.90
 2/1/2021
Hunt, Neil 1,608
 233.27
 9/1/2021
Hunt, Neil 1,581
 237.19
 5/2/2021
Hunt, Neil 1,549
 242.09
 4/1/2021
Hunt, Neil 1,424
 263.38
 8/1/2021
Hunt, Neil 1,403
 267.26
 6/1/2021
Hunt, Neil 1,399
 267.99
 7/1/2021
Hyman, David 2,380
 26.90
 5/3/2014
Hyman, David 2,380
 32.60
 6/1/2014
Hyman, David 2,380
 34.75
 3/1/2014
Hyman, David 2,380
 35.36
 4/1/2014
Hyman, David 467
 53.48
 1/4/2020
Hyman, David 372
 53.80
 11/2/2019
Hyman, David 3,670
 54.50
 8/1/2022
Hyman, David 3,576
 55.93
 9/4/2022
Hyman, David 3,568
 56.05
 10/1/2022
Hyman, David 343
 58.23
 12/1/2019
Hyman, David 819
 61.03
 2/1/2020
Hyman, David 3,177
 62.95
 6/1/2022
Hyman, David 2,233
 67.17
 12/1/2021
Hyman, David 2,948
 67.85
 7/2/2022
Hyman, David 717
 69.70
 3/1/2020
Hyman, David 2,076
 72.24
 1/3/2022
Hyman, David 667
 75.00
 4/1/2020
Hyman, David 2,631
 76.01
 12/3/2022
Hyman, David 2,574
 77.69
 11/1/2022
Hyman, David 1,873
 80.09
 11/1/2021
Hyman, David 2,458
 81.36
 5/1/2022
Hyman, David 491
 101.88
 8/2/2020
Hyman, David 490
 101.99
 5/3/2020
Hyman, David 466
 107.29
 6/1/2020
Hyman, David 456
 109.66
 7/1/2020
Hyman, David 1,774
 112.75
 3/1/2022
Hyman, David 1,325
 113.25
 10/3/2021
Hyman, David 1,755
 113.97
 4/2/2022
Hyman, David 1,626
 122.97
 2/1/2022
Hyman, David 371
 134.91
 9/1/2020
Hyman, David 323
 154.66
 10/1/2020
Hyman, David 299
 167.37
 11/1/2020
Hyman, David 280
 178.41
 1/3/2021
Hyman, David 250
 200.14
 12/1/2020
Hyman, David 733
 204.63
 3/1/2021
Hyman, David 705
 212.90
 2/1/2021
Hyman, David 643
 233.27
 9/1/2021
Hyman, David 632
 237.19
 5/2/2021
Hyman, David 620
 242.09
 4/1/2021


37
   Option Awards

Name

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

Sarandos, Ted

  482  $28.51  6/1/2016

Sarandos, Ted

  505   27.24  7/3/2016

Sarandos, Ted

  670   20.50  8/1/2016

Sarandos, Ted

  686   20.02  9/1/2016

Sarandos, Ted

  603   22.81  10/2/2016

Sarandos, Ted

  499   27.55  11/1/2016

Sarandos, Ted

  466   29.46  12/1/2016

Sarandos, Ted

  1,128   26.61  1/3/2017

Sarandos, Ted

  1,320   22.73  2/1/2017

Sarandos, Ted

  1,313   22.83  3/1/2017

Sarandos, Ted

  1,278   23.48  4/2/2017

Sarandos, Ted

  1,354   22.15  5/1/2017

Sarandos, Ted

  1,391   21.57  6/1/2017

Sarandos, Ted

  1,540   19.48  7/2/2017

Sarandos, Ted

  1,748   17.16  8/1/2017

Sarandos, Ted

  1,652   18.14  9/4/2017

Sarandos, Ted

  1,412   21.22  10/1/2017

Sarandos, Ted

  1,142   26.29  11/1/2017

Sarandos, Ted

  1,261   23.78  12/3/2017

Sarandos, Ted

  1,138   26.35  1/2/2018

Sarandos, Ted

  1,312   25.39  2/1/2018

Sarandos, Ted

  1,077   30.94  3/3/2018

Sarandos, Ted

  913   36.51  4/1/2018

Sarandos, Ted

  1,075   31.00  5/1/2018

Sarandos, Ted

  1,079   30.89  6/2/2018

Sarandos, Ted

  1,229   27.10  7/1/2018

Sarandos, Ted

  1,140   29.22  8/1/2018

Sarandos, Ted

  1,081   30.84  9/2/2018

Sarandos, Ted

  1,110   30.04  10/1/2018

Sarandos, Ted

  1,427   23.36  11/3/2018

Sarandos, Ted

  1,512   22.04  12/1/2018

Sarandos, Ted

  1,116   29.87  1/2/2019

Sarandos, Ted

  902   36.95  2/2/2019

Sarandos, Ted

  970   34.35  3/2/2019

Sarandos, Ted

  777   42.87  4/1/2019

Sarandos, Ted

  749   44.48  5/1/2019

Sarandos, Ted

  814   40.94  6/1/2019

Sarandos, Ted

  820   40.62  7/1/2019

Sarandos, Ted

  741   44.97  8/3/2019

Sarandos, Ted

  791   42.15  9/1/2019

Sarandos, Ted

  747   44.62  10/1/2019

Sarandos, Ted

  620   53.80  11/2/2019

Sarandos, Ted

  572   58.23  12/1/2019

35




  Option Awards
Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Hyman, David 570
 263.38
 8/1/2021
Hyman, David 561
 267.26
 6/1/2021
Hyman, David 560
 267.99
 7/1/2021
Sarandos, Ted 13,761
 54.50
 8/1/2022
Sarandos, Ted 13,410
 55.93
 9/4/2022
Sarandos, Ted 13,381
 56.05
 10/1/2022
Sarandos, Ted 4,096
 61.03
 2/1/2020
Sarandos, Ted 11,914
 62.95
 6/1/2022
Sarandos, Ted 8,664
 67.17
 12/1/2021
Sarandos, Ted 11,054
 67.85
 7/2/2022
Sarandos, Ted 3,587
 69.70
 3/1/2020
Sarandos, Ted 8,056
 72.24
 1/3/2022
Sarandos, Ted 3,333
 75.00
 4/1/2020
Sarandos, Ted 9,867
 76.01
 12/3/2022
Sarandos, Ted 9,654
 77.69
 11/1/2022
Sarandos, Ted 7,266
 80.09
 11/1/2021
Sarandos, Ted 9,218
 81.36
 5/1/2022
Sarandos, Ted 2,454
 101.88
 8/2/2020
Sarandos, Ted 2,451
 101.99
 5/3/2020
Sarandos, Ted 2,330
 107.29
 6/1/2020
Sarandos, Ted 2,280
 109.66
 7/1/2020
Sarandos, Ted 6,652
 112.75
 3/1/2022
Sarandos, Ted 5,138
 113.25
 10/3/2021
Sarandos, Ted 6,581
 113.97
 4/2/2022
Sarandos, Ted 6,099
 122.97
 2/1/2022
Sarandos, Ted 1,853
 134.91
 9/1/2020
Sarandos, Ted 1,616
 154.66
 10/1/2020
Sarandos, Ted 1,494
 167.37
 11/1/2020
Sarandos, Ted 1,401
 178.41
 1/3/2021
Sarandos, Ted 1,249
 200.14
 12/1/2020
Sarandos, Ted 2,844
 204.63
 3/1/2021
Sarandos, Ted 2,733
 212.90
 2/1/2021
Sarandos, Ted 2,495
 233.27
 9/1/2021
Sarandos, Ted 2,453
 237.19
 5/2/2021
Sarandos, Ted 2,404
 242.09
 4/1/2021
Sarandos, Ted 2,209
 263.38
 8/1/2021
Sarandos, Ted 2,177
 267.26
 6/1/2021
Sarandos, Ted 2,171
 267.99
 7/1/2021
Wells, David 3,899
 54.50
 8/1/2022
Wells, David 3,799
 55.93
 9/4/2022
Wells, David 3,791
 56.05
 10/1/2022
Wells, David 3,376
 62.95
 6/1/2022
Wells, David 2,171
 67.17
 12/1/2021
Wells, David 3,132
 67.85
 7/2/2022
Wells, David 2,019
 72.24
 1/3/2022
   

38

Option Exercises and Stock Vested



  Option Awards
Name 
Number of Securities
Underlying Unexercised
Options: Exercisable
 
Option Exercise Price
($)
 
Option Expiration
Date
Wells, David 2,796
 76.01
 12/3/2022
Wells, David 2,735
 77.69
 11/1/2022
Wells, David 1,821
 80.09
 11/1/2021
Wells, David 2,612
 81.36
 5/1/2022
Wells, David 1,885
 112.75
 3/1/2022
Wells, David 1,288
 113.25
 10/3/2021
Wells, David 1,865
 113.97
 4/2/2022
Wells, David 1,728
 122.97
 2/1/2022
Wells, David 713
 204.63
 3/1/2021
Wells, David 685
 212.90
 2/1/2021
Wells, David 625
 233.27
 9/1/2021
Wells, David 615
 237.19
 5/2/2021
Wells, David 602
 242.09
 4/1/2021
Wells, David 554
 263.38
 8/1/2021
Wells, David 546
 267.26
 6/1/2021
Wells, David 544
 267.99
 7/1/2021

The following table sets forth information concerning each exercise of stock options during 20092012 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

  238,500  $10,099,980

Neil Hunt

  100,000   2,228,177

Leslie Kilgore

  233,244   5,062,201

Barry McCarthy

  140,549   4,118,918

Ted Sarandos

  10,000   391,150
  Option Awards
Name 
Number of
Shares
Acquired on
Exercise (#)
 
Value
Realized on
Exercise ($)
(1)
Reed Hastings 76,500
 $8,410,664
Neil Hunt 4,662
 316,037
(1)
(1)Dollar value realized on exercise equals the difference between the closing price on the date of exercise date 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 or Change-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, 2009.2012. 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 as well as a severance benefit.

Name

  Severance
Benefit
  Change in
Control
Benefit

Reed Hastings

  $1,875,000  $2,500,000

Neil Hunt

   975,000   1,300,000

Leslie Kilgore

   1,162,500   1,550,000

Barry McCarthy

   1,087,500   1,450,000

Ted Sarandos

   1,125,000   1,500,000

Name 
Severance
Benefit
 
Change in
Control
Benefit
Reed Hastings $3,000,000
 $4,000,000
Neil Hunt 2,250,000
 3,000,000
David Hyman 1,050,000
 1,400,000
Ted Sarandos 3,000,000
 4,000,000
David Wells 825,000
 1,100,000

39


Compensation of Directors

Ms. Mather receives an annual retainer of $100,000, payable monthly. Mr. Battle and Ms. Mather received $45,000 compensation for their service on a special committee appointed by the Board of Directors. The remainder of the Company’s directors do not currently 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. Each non-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 each non-employee Director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2002 Stock Plan.Plan for options granted prior to February 2012 and the Company’s 2011 Stock Plan for options granted in and subsequent to February 2012. For Ms. Mather, the actual number of options to be granted is determined by the following formula: $7,000 / ([fair market value on the date of grant] x 0.20). The actual number of options to be granted to all other of the Company’s directors is determined by the following formula: $10,000 / ([fair market value on the date of grant] x 0.20). For 2010, this formula was modified so that, effective for grants commencing in 2010, the number of options granted each month would be calculated using 20% of the fair market value of the stock on the grant date instead of 25%. 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 equal to the fair market value on the date of grant.
Mr. Barton received options to purchase 100,000 shares of the Company’s common stock upon joining the Board in May 2002, but no other current director was granted options upon joining the Board other than the regular monthly grants.

36

The following table sets forth information concerning the compensation of the Company’s non-employee directors during 2009.

Names

  Option
Awards
($) (1)
  Total ($)
 

Richard N. Barton

  $210,734  $210,734(2) 

A. George (Skip) Battle

   210,734   210,734(3) 

Charles H. Giancarlo

   210,734   210,734(4) 

Timothy M. Haley

   210,734   210,734(5) 

Jay C. Hoag

   210,734   210,734(6) 

Michael N. Schuh

   210,734   210,734(7) 

Gregory S. Stanger

   210,734   210,734(8) 
2012.
Names 
Fees Earned or
Paid in Cash
($)
 
Option
Awards
($)
   
Total
($)
  
Richard N. Barton $—
 $370,903
 (1) $370,903
 (5)
A. George (Skip) Battle 45,000
 370,903
 (1) 415,903
 (6)
Charles H. Giancarlo —
 189,112
 (2) 189,112
 (7)
Timothy M. Haley —
 370,903
 (1) 370,903
 (8)
Jay C. Hoag —
 370,903
 (1) 370,903
 (9)
Leslie Kilgore —
 307,196
 (3) 307,196
 (10)
Ann Mather 145,000
 259,558
 (4) 404,558
 (11)
(1)
(1)Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values, as shown below.

Grant Date

  Fair Value

01/02/09

  $17,269

02/02/09

   17,279

03/02/09

   17,264

04/01/09

   17,659

05/01/09

   17,655

06/01/09

   17,659

07/01/09

   17,486

08/03/09

   17,510

09/01/09

   17,500

10/01/09

   17,815

11/02/09

   17,812

12/01/09

   17,826

  
Grant DateFair Value
1/3/2012$31,835
2/1/201231,872
3/1/201231,805
4/2/201231,210
5/1/201231,212
6/1/201231,178
7/2/201230,863
8/1/201230,845
9/4/201230,861
10/1/201229,730
11/1/201229,751
12/3/201229,741

(2)Option awards reflect the monthly grant of stock options to Mr. Giancarlo on the dates and at the aggregate grant date fair values, as shown below.

40


  
Grant DateFair Value
1/3/2012$31,835
2/1/201231,872
3/1/201231,805
4/2/201231,210
5/1/201231,212
6/1/201231,178

(3)Option awards reflect the monthly grant of stock options to Ms. Kilgore on the dates and at the aggregate grant date fair values, as shown below, and do not reflect stock options granted to Ms. Kilgore during her time as an officer of the Company. The total fair value of stock options granted to Ms. Kilgore during her time as an officer in 2012 was $642,954.
  
Grant DateFair Value
3/1/2012$31,805
4/2/201231,210
5/1/201231,212
6/1/201231,178
7/2/201230,863
8/1/201230,845
9/4/201230,860
10/1/201229,730
11/1/201229,751
12/3/201229,741

(4)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
1/3/2012$22,266
2/1/201222,318
3/1/201222,256
4/2/201221,826
5/1/201221,823
6/1/201221,833
7/2/201221,608
8/1/201221,595
9/4/201221,609
10/1/201220,798
11/1/201220,835
12/3/201220,791

(5)Aggregate number of option awards outstanding held by Mr. Barton at 12/31/09December 31, 2012 is 80,194.46,788.

(3)
(6)Aggregate number of option awards outstanding held by Mr. Battle at 12/31/09December 31, 2012 is 80,194.80,957.

(4)
(7)Aggregate number of option awards outstanding held by Mr. Giancarlo at 12/31/09December 31, 2012 is 43,940.40,041. In February 2012, Mr. Giancarlo announced that he would not stand for re-election and as such his term ended in June 2012.

(5)
(8)Aggregate number of option awards outstanding held by Mr. Haley at 12/31/09December 31, 2012 is 80,194.52,977.

(6)
(9)Aggregate number of option awards outstanding held by Mr. Hoag at 12/31/09December 31, 2012 is 52,442.10,533.

(7)
(10)Aggregate number of option awards outstanding held by Mr. SchuhMs. Kilgore at 12/31/09December 31, 2012 is 80,194.71,865.

(8)
(11)Aggregate number of option awards outstanding held by Mr. StangerMs. Mather at 12/31/09December 31, 2012 is 80,194.9,540.


41



Equity Compensation Plan Information

The following table summarizes the Company’s equity compensation plans as of December 31, 2009:

  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)(1)
 

Equity compensation plans or arrangements approved by security holders

 3,790,438 $25.28 5,432,997(2)(3) 

Equity compensation plans or arrangements not approved by security holders

 451,000 $1.50 —  (4) 
  
    

Total

 4,241,438 $22.75 5,432,997  
  
    

37

2012.
  
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)(1)  
Equity compensation plans or arrangements approved by security holders 4,572,952
 (2) $71.33
 6,834,758
 (3)
(1)
(1)Excludes securities reflected in column entitled “Number of securities to be issued upon exercise of outstanding options, warrants and rights.”

(2)Weighted average life is 7.05 years.
(3)Includes 2,841,7302,785,721 shares of the Company’s common stock reserved under its 2002 Employee Stock Purchase Plan, as amended, for future issuance.

(3) Under the ESPP, certain employees of the Company could elect to purchase shares of Company stock through payroll deductions. The price per share paid by each employee is 85% of the fair market value of the Company’s 2002 Employee Stock Purchase Plan provides for annual increases inshares at the numberbeginning of a six-month offering period or at the end of the period, whichever is lower. Each employee generally may purchase no more than $25,000 worth of shares available for issuance on the first day of each year equalin any year. The ESPP is intended to the lesser of: (i) 666,666 shares, (ii) 2%qualify under section 423 of the outstandingInternal Revenue Code. The Plan permits employees to purchase shares of the Company’s commonCompany stock on such date, or (iii) such other amount as determined bythrough payroll deductions. In 2010, the Board. If shareholders approve Proposal Three of this proxy statement, the annual increases will be eliminated and the shares available for future issuance will be capped at 2,800,000.

(4)Reflects two grants of stock options made, respectively, on July 18, 2001 and February 27, 2002, to Reed Hastings, the Company’s Chief Executive Officer, President and Chairman of the Board, exercisable for shares of the Company’s common stock pursuant to Stand-Alone Stock Option Agreements. Options are currently fully vested and are exercisable, at a price of $1.50 (adjusted for stock splits), until the earlier of three months following termination of service or ten years from the grant date. The Stand-Alone Stock Option Agreements are filed as Exhibits 10.6 and 10.7, respectively,Company suspended payroll contributions to the Company’s Registration Statement on Form S-8 filed withESPP and ended purchases of shares by employees. The Company currently does not expect to resume contributions or purchases for the SEC on May 24, 2002.foreseeable future.

Includes 4,049,037 shares of the Company’s common stock reserved under its 2011 Stock Plan that may be issued as stock options under the 2011 Stock Plan to employees, non-employee directors and consultants. The 2011 Stock Plan is administered by the Compensation Committee of the Board of Directors. Stock options, stock appreciation rights, restricted stock and restricted stock units may be granted under the 2011 Stock Plan. All options have an exercise price at least equal to 100% of the fair market value of shares on the grant date and have a term of 10 years or less. Options that are forfeited may be returned to the Plan but any shares that actually are issued under the Plan may not be returned to the Plan and the share reserve is reduced by the gross number of shares as to which the options are exercised. No right to vote shares or receive dividends is created until shares actually are issued following the exercise of an option.
Non-executive Compensation Policies

The Company’s compensation policies for non-executive salaried employees are the same as those outlined for its Named Executive 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 Web site athttp://ir.netflix.com/documentdisplay.cfm. governance.cfm. Any waivers of the Code of Ethics will be posted at that Web site.

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 20092012 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.

38


42





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, 2009.

2012.

Compensation Committee of the Board of Directors

Timothy M. Haley

Jay C. Hoag

A. George (Skip) Battle

39









43



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 on Form 10-K for the year ended December 31, 20092012 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 KPMGErnst & Young LLP ("E&Y"), 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 Standards No. 61, as amended (AICPA, Professional Standard,Standards , Vol. 11. AU Sectionsection 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has discussed with KPMG LLPE&Y its independence from management and the Company, including the written disclosures and the letter regarding its independence as required by Independence StandardsPublic Company Accounting Oversight Board Standard No. 1,Independence DiscussionsRule 3526, Communication with the Audit Committees.Committees Concerning Independence

.

The Audit Committee also reviewed the fees paid to KPMG LLPE&Y during the year ended December 31, 20092012 for audit and non-audit services, which fees are described under the heading “Principal Accountant Fees and Services.” The Audit Committee has determined that the rendering of all non-audit services by KPMG LLPE&Y were compatible with maintaining its independence.

The Audit Committee discussed with KPMG LLPE&Y the overall scope and plans for its audit. The Audit Committee met with KPMG LLP,E&Y, 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 on Form 10-K for the year ended December 31, 2009,2012, for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of KPMG LLP to audit the Company’s financial statements for the year ending December 31, 2010.

Audit Committee of the Board of Directors

Richard N. Barton
Timothy M. Haley

Michael N. Schuh
Gregory S. StangerAnn Mather

40







44



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 Regulation S-K issued by the SEC are submitted for review by the Audit Committee for approval and to conduct a conflicts-of-interest analysis. The individual identified as the “related party” may not participate in any review or analysis of the related party transaction. No related party transactions were identified in 2009.

41



45



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 BroadbridgeBroadridge to request a separate copy from:

Householding Department

Broadridge

51 Mercedes Way, Edgewood, NY 11717

(800) 542-1061

Broadbridge

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 Orderorder of the Board of Directors

David Hyman

General Counsel and Secretary


April 8, 2010

26, 2013

Los Gatos, California

42





46

Appendix A

NETFLIX, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

Adopted February 27, 2002

Amended Effective May 1, 2006, and May 20, 2010

The following constitutes the provisions of the 2002 Employee Stock Purchase Plan of Netflix, Inc.

1.Purpose. The purpose of the Plan is to provide Employees with an opportunity to purchase Common Stock through accumulated Contributions (as defined in Section 2(h) below). It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit Plan participation in a manner that is consistent with the requirements of that section of the Code.

2.Definitions.

(a) “Administrator” means the Board or any committee thereof designated by the Board in accordance with Section 14.

(b) “Board” means the Board of Directors of the Company.

(c) “Change of Control” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii) The consummation of a merger or consolidation of the Company, with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(iv) A change in the composition of the Board, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of the Plan (pursuant to Section 23), or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of Directors.

(d) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.

(e) “Common Stock” means the common stock of the Company.

(f) “Company” means Netflix, Inc., a Delaware corporation.

(g) “Compensation” shall mean all salary, wages (including amounts elected to be deferred by the employee, that would otherwise have been paid, under a cash or deferred arrangement established by the Company), overtime pay, commissions, bonuses and any other remuneration paid directly to the employee, but excluding profit sharing, the cost of employee benefits paid for by the Company, education or tuition

A-1

reimbursements, imputed income arising under any Company group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income recognized in connection with stock options, contributions made by the Company under any employee benefit plan, and similar items of compensation.

(h) “Contributions” means any payroll deductions and other additional payments that the Company may allow to be made by a participant to fund the exercise of options granted pursuant to the Plan.

(i) “Designated Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan.

(j) “Director” means a member of the Board.

(k) “Employee” means any individual who is a common law employee of an Employer and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer, or any lesser number of hours per week and/or number of months in any calendar year established by the Administrator (if required under applicable local law) for purposes of any separate Offering. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Employer. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated three (3) months and one (1) day following the start of such leave. The Administrator, in its discretion, from time to time may, prior to an Offering Date for all options to be granted on such Offering Date, determine (on a uniform and nondiscriminatory basis) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) is a highly compensated employee under Section 414(q) of the Code with compensation above a certain level or who is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided any exclusion be applied with respect to an individual Offering in an identical manner to all highly compensated individuals of the Employer whose Employees are participating in that Offering.

(l) “Employer” means any one or all of the Company and its Designated Subsidiaries.

(m) “Enrollment Date” means the first Trading Day of each Offering Period.

(n) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

(o) “Exercise Date” means the first Trading Day on or after May 1stand November 1stof each year. The first Exercise Date under the Plan shall be November 1, 2002.

(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported inThe Wall Street Journal or such other source as the Administrator deems reliable, or;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported inThe Wall Street Journal or such other source as the Administrator deems reliable, or;

A-2

(iii) In the absence of an established market for the Common Stock, its Fair Market Value shall be determined in good faith by the Administrator, or;

(iv) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus deemed to be included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock (the “Registration Statement”).

(q) “Offering” means an offer under the Plan of an of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of this Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical.

(r) “Offering Periods” through November 1, 2005 means the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1st and November 1st of each year and terminating on the first Trading Day on or after the May 1st and November 1stOffering Period commencement date approximately twenty-four (24) months later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company’s Registration Statement effective and ending on the first Trading Day on or after the earlier of (i) May 1, 2004 or (ii) twenty-seven (27) months from the beginning of the first Offering Period; and provided, further, that the second Offering Period under the Plan shall commence on November 1, 2002.

Effective May 1, 2006, Offering Periods means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1st and November 1st of each year and terminating on the first Trading Day on or after the next November 1stand May 1st, respectively. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.

(s) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(t) “Plan” means this 2002 Employee Stock Purchase Plan.

(u) “Purchase Period” means the approximately six (6) month period commencing on one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date.

(v) “Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20.

(w) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(x) “Trading Day” means a day on which the U.S. national stock exchanges and the Nasdaq System are open for trading.

3.Eligibility.

(a)First Offering Period. Any individual who is an Employee immediately prior to the first Offering Period under the Plan shall be automatically enrolled in the first Offering Period.

(b)Subsequent Offering Periods. Any individual who is an Employee as of the Enrollment Date of any future Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 5.

A-3

(c)Exclusions. Notwithstanding the foregoing subsections (a) and (b), Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from the Plan or an Offering if the participation of such Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.

(d)Limitations. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4.Offering Periods. Through November 1, 2005, the Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1st and November 1stof each year, or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance with Section 20; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company’s Registration Statement effective and ending on the first Trading Day on or after the earlier of (i) May 1, 2004 or (ii) twenty-seven (27) months from the beginning of the first Offering Period; and provided, further, that the second Offering Period under the Plan shall commence on November 1, 2002.

Effective May 1, 2006, the Plan shall be implemented by consecutive, concurrent Offering and Purchase Periods with a new Period commencing on the first Trading Day on or after May 1st and November 1st of each year, or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance with Section 20.

The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings and create new Offering Periods without stockholder approval.

5.Participation.

(a)First Offering Period. An Employee who has become a participant in the first Offering Period under the Plan pursuant to Section 3(a) shall be entitled to continue his or her participation in such Offering Period only if he or she submits to the Company’s payroll office (or its designee) a properly completed subscription agreement authorizing payroll deductions or, if permitted by the Administrator, in its sole discretion, stating the amount of Contributions to the Plan expressed as a U.S. dollar (or local currency) amount in the form provided by the Administrator for such purpose (i) no earlier than the effective date of the filing of the Company’s Registration Statement on Form S-8 with respect to the shares of Common Stock issuable under the Plan (the “Effective Date”) and (ii) no later than five (5) business days from the Effective Date (the “Enrollment Window”). A participant’s failure to submit the subscription agreement during the Enrollment Window pursuant to this Section 5(a) shall result in the automatic termination of his or her participation in the first Offering Period under the Plan.

(b)Subsequent Offering Periods. An Employee who is eligible to participate in the Plan pursuant to Section 3(b) may become a participant by (i) submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Enrollment Date, a properly

A-4

completed subscription agreement authorizing payroll deductions or stating the amount of Contributions to the Plan expressed as a U.S. dollar (or local currency) amount in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator.

6.Contributions.

(a) At the time a participant enrolls in the Plan pursuant to Section 5, he or she shall elect to have payroll deductions made on each payday or other Contributions made during the Offering Period in an amount not exceeding 15% of the Compensation which he or she receives on each such payday. The Administrator, in its sole discretion, may permit all participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of each Purchase Period, provided that payment through means other than payroll deductions shall be permitted only if the participant has not already had the maximum permitted amount withheld through payroll deductions during the Purchase Period.

(b) Payroll deductions authorized by a participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10; provided, however, that for the first Offering Period under the Plan, payroll deductions shall commence on the first payday on or following the end of the Enrollment Window.

(c) All Contributions made for a participant shall be credited to his or her account under the Plan and shall be made in whole percentages only. A participant may not make any additional payments into such account.

(d) A participant may discontinue his or her participation in the Plan as provided in Section 10, or may change the rate of his or her Contributions during the Offering Period by (i) properly completing and submitting to the Company’s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in Contribution rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator; provided, however, that a participant may only make two Contribution changes during each Purchase Period. If a participant has not followed such procedures to change the rate of Contributions, the rate of his or her Contributions shall continue at the last properly elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of Contribution rate changes that may be made by participants during any Offering Period. Any change in Contribution rate made pursuant to this Section 6(d) shall be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the participant (unless the Company, in its sole discretion, elects to process a given change in payroll deduction rate more quickly).

(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d), a participant’s payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate originally elected by the participant effective as of the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10.

(f) At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company may, but shall not be obligated to, withhold from the participant’s Compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to the sale or early disposition of Common Stock by the Employee. Further, the Company or its Subsidiaries may satisfy its withholding obligations, if any, through any of the means set forth in the applicable subscription agreement to the extent permitted by Section 1.423-2(f) of the Treasury Regulations of the Code.

A-5

7.Grant of Option. On the Enrollment Date of each Offering Period, each Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such participant’s Contributions accumulated prior to such Exercise Date and retained in the participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall a participant be permitted to purchase during each Purchase Period more than 8,334 shares of Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(d) and 13. The Employee may accept the grant of such option by submitting a properly completed subscription agreement in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a participant may purchase during each Purchase Period of such Offering Period. Exercise of the option shall occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10. The option shall expire on the last day of the Offering Period.

8.Exercise of Option.

(a) Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option shall be purchased for such participant at the applicable Purchase Price with the accumulated Contributions in his or her account. No fractional shares of Common Stock shall be purchased; any Contributions accumulated in a participant’s account which are not sufficient to purchase a full share will be returned to the participant. Any other monies left over in a participant’s account after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.

(b) Notwithstanding any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make pro rata allocation of the shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares of Common Stock for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date.

9.Delivery. As soon as administratively practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion). No participant shall have any voting, dividend, or other shareholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the participant as provided in this Section 9.

10.Withdrawal.

(a) Under procedures established by the Administrator, a participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the

A-6

Plan at any time by (i) submitting to the Company’s payroll office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose, or (ii) following an electronic or other withdrawal procedure prescribed by the Administrator. All of the participant’s Contributions credited to his or her account shall be paid to such participant as promptly as practicable after the effective date of his or her withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further Contributions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, Contributions shall not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5.

(b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11.Termination of Employment. Upon a participant’s ceasing to be an Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the Contributions credited to such participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such participant’s option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.

12.Interest. No interest shall accrue on the payroll deductions of a participant in the Plan, except as may be required by applicable law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all participants in the relevant Offering except to the extent otherwise permitted by Section 1.423-2(f) of the Treasury Regulations of the Code.

13.Stock.

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19, the maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 2,800,000 shares.

(b) Shares of Common Stock to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.

14.Administration. The Board or a committee of members of the Board who shall be appointed from time to time by, and shall serve at the pleasure of, the Board, shall administer the Plan. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Unless otherwise determined by the Administrator, Employees eligible to participate in each sub-plan (if any sub-plan is adopted by the Administrator as necessary or appropriate to permit the participation in the Plan by employees who are non-U.S. nationals or employed outside the United States) will participate in a separate Offering. The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate to one or more individuals all or any part of its authority and powers under the Plan. Every finding, decision and determination made by the Administrator (or its designee) shall, to the full extent permitted by law, be final and binding upon all parties.

15.Designation of Beneficiary.

(a) A participant may designate a beneficiary who is to receive any shares of Common Stock and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to

A-7

an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may designate a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the participant at any time. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

(c) All beneficiary designations under this Section 15 shall be made in such form and manner as the Administrator may prescribe from time to time. Notwithstanding Sections 15(a) and (b) above, the Company and/or the Administrator may decide not to allow such designations by participants in non-U.S. jurisdictions to the extent permitted by Section 1.423-2(f) of the Treasury Regulations of the Code.

16.Transferability. Neither Contributions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 10.

17.Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions except under Offerings in which applicable local law requires that Contributions to the Plan by participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party for participants in non-U.S. jurisdictions. Until shares of Common Stock are issued under the Plan (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant shall only have the rights of an unsecured creditor with respect to such shares.

18.Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.

19.Adjustments, Dissolution, Liquidation or Change of Control.

(a)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7 and 13.

(b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise

A-8

Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10.

(c)Change of Control. In the event of a Change of Control, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed Change of Control. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10.

20.Amendment or Termination.

(a) The Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19, no such termination can affect options previously granted under the Plan, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and this Section 20, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required.

(b) Without stockholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

(c) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) amend the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718, including with respect to an Offering Period underway at the time;

(ii) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(iii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action;

A-9

(iv) allocating shares;

(v) reducing the maximum percentage of Compensation a participant may elect to set aside as payroll deductions or the maximum amount a participant may elect to pay as Contributions; and

(vi) reducing the maximum number of Shares a participant may purchase during any Offering Period.

Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.

21.Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22.Conditions Upon Issuance of Shares. Shares of Common Stock shall not be issued with respect to an option under the Plan unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder, the Exchange Act and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

23.Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect until terminated under Section 20.

24.Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.

A-10



FORM OF PROXY

NETFLIX, INC.

ANNUAL MEETING OF STOCKHOLDERS

MAY 20, 2010

JUNE 7, 2013
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 8, 2010,26, 2013 and hereby appoints Reed Hastings and Barry McCarthy,David Wells, and each of them, with full power of substitution, as Proxy or Proxies 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 May 20, 2010,June 7, 2013, and at any adjournments thereof, upon the proposals set forth in this 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 below or if no direction is made, this proxy will be voted “for” each nomineethe nominees for Class II director set forth below (item 1), “for” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 (item 2) ,items 2 and “for” approval of the Amended3 and Restated 2002 Employee Stock Purchase Plan (item 3).

“against” items 4, 5, 6, 7 and 8.

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

1.

To elect twothree Class II directors to hold office until the 20132016 Annual Meeting of Stockholders:Stockholders.
Timothy M. Haley
o    FOR
   ¨FOR¨
oWITHHELD

Ann Mather
Gregory S. Stanger
o    FOR
o   WITHHELD

Leslie Kilgore
o    FOR
   ¨
o   WITHHELD


FOR¨WITHHELD

2.

To ratify the appointment of KPMGErnst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20102013.
o   FOR
  
o   AGAINST
  ¨
o   ABSTAIN   
FOR¨AGAINST¨ABSTAIN

3.

To approveAdvisory approval of the Company’s Amended and Restated 2002 Employee Stock Purchase Planexecutive officer compensation.
o   FOR
o   AGAINST
o   ABSTAIN   

4.Consideration of a stockholder proposal to repeal the Company’s classified board, if properly presented at the meeting.
o   FOR
  
o   AGAINST
  ¨
o   ABSTAIN   


47


5.
Consideration of a stockholder proposal regarding majority voting in uncontested director elections, if properly presented at the meeting.

o   FOR
  FOR
o   AGAINST
  ¨
o   ABSTAIN   

6.
Consideration of a stockholder proposal regarding an independent board chair, if properly presented at the meeting.



o   FOR
  
oAGAINST
  ¨
o   ABSTAIN   

7.Consideration of a stockholder proposal regarding proxy access for shareholders, if properly presented at the meeting.

o   FOR
  
o   AGAINST
oABSTAIN


8.
Consideration of a stockholder proposal regarding simple majority vote right, if properly presented at the meeting.




o   FOR
o   AGAINST
o   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.

Signature: 

 Date: 

 Signature: 

 Date: 




48