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 ☒                             Filed by a Party other than the Registrant ☐

Check the appropriate box:

NETFLIX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

Jay Hoag

FELLOW STOCKHOLDERS,

TO BE HELD ON JUNE 6, 2018We hope you and your families are healthy and safe. The COVID-19 pandemic brought unprecedented challenges and 2020 was a year marked with extraordinary loss for many. Throughout the year, we were fortunate to be able to adapt our business operations to protect the well-being of our employees and partners while also ensuring business continuity. We are grateful that we have been able to provide our members with a source of escape, connection and comfort during these challenging times.

  This past year also brought issues of racial and social injustice to the forefront. As a global company with a broad member base, we believe that talented employees with diverse backgrounds, cultures, perspectives, and experiences unlock and drive innovation, creativity, and the variety of our storytelling. We believe that more diversity in our company leads to more diversity behind the camera and more diversity on screen, and we published our first Inclusion Report in January 2021, providing a snapshot of representation within the company, and how we plan to increase it and cultivate a community of belonging. We followed that with a groundbreaking study, from the USC Annenberg Inclusion Initiative, examining diversity in our US original series and films, which we shared publicly to benchmark our progress and hold ourselves accountable for our goals of ongoing improvement.

We are humbled by our talented and dedicated teams who continued to create and deliver world class entertainment during these extraordinary times. Our original stories deeply resonated with audiences and were nominated for 160 Emmys and an industry-leading 36 Academy Award nominations within the last year.

In 2020, we had approximately 204 million paid memberships, achieved approximately $25 billion in revenue, representing 24% year-over-year growth, and approximately $4.6 billion of operating income, representing 76% year-over-year growth, as well as improved our cash flows from operations. We prioritize creating long-term value for our stockholders, demonstrated by our strong total stockholder return. As of December 31, 2020, we delivered 67% in annualized total stockholder return over the prior one-year period and 40% since our initial public offering in 2002 through December 31, 2020.

We believe we are in the early stages of the transition to streaming entertainment all around the world. To support continued growth, we evolved the management team with the appointment of Ted Sarandos as Co-Chief Executive Officer, in addition to his role as Chief Content Officer, and Greg Peters as Chief Operating Officer, in addition to his role as Chief Product Officer. Ted was also appointed to the Board. Reed Hastings continues to serve as Co-Chief Executive Officer and Chairman of the Board. Ted is instrumental to the innovation and success of Netflix, particularly in driving the content strategy. Both Co-Chief Executive Officers collaborate closely on corporate strategy and are involved in all aspects of management. Greg oversees global operations and our team responsible for product, ensuring that Netflix stays aligned, productive and able to improve rapidly. We believe this is an effective leadership model and mostly formalized the prior working relationship between Reed and Ted.

The Board, alongside management, continued to actively engage with stockholders to seek their input and provide perspective on our policies and practices. This year, the discussions were focused on environmental, social and governance matters; diversity, equity and inclusion; and our executive compensation program.

On behalf of the Board, we thank you for your investment and wish you and your families good health.

Warm regards,

Jay C. Hoag

Lead Independent Director

Notice of Annual Meeting

To the Stockholders of Netflix, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Netflix, Inc., a Delaware corporation (the “Company”), will be held on June 6, 20183, 2021 at 3:00 p.m. Pacific Time. You can attend the Annual Meeting via the internet and vote your shares electronically and submit your questions during the Annual Meeting, by visiting nflx.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/NFLX2021 (there is no physical location for the Annual Meeting). You will need to have your16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

The Annual Meeting will be held for the following purposes:

These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our common stock at the close of business on April 9, 20188, 2021 can vote at this meeting or any adjournments that may take place.

All stockholders are cordially invited to attend the meeting via the internet.

For ten days prior to the meeting,Annual 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. Due to the COVID-19 pandemic, please email board@netflix.com to make arrangements to examine the stockholder list. The stockholder list will also be available during the annual meeting during ordinary business hours at the address of the Company’s executive offices noted above.by visiting www.virtualshareholdermeeting.com/NFLX2021 and entering your 16-Digit Control Number.

By order of the Board of Directors

David Hyman

General CounselChief Legal Officer and Secretary

April 23, 20182021

Los Gatos, California

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2018: 3, 2021: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.WWW.PROXYVOTE.COM.

Table of Contents

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2018

INFORMATION CONCERNING                    

SOLICITATION AND VOTING

General

GENERAL

The attached proxy is solicited on behalf of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company”“Company,” “Netflix,” “we,” “us” or “our”), for use at the Annual Meeting of Stockholders to be held on June 6, 2018,3, 2021, at 3:00 p.m. Pacific 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 and form of proxy. This year’s annual meetingAnnual Meeting will be held entirely via the internet.internet and will be conducted by our Chief Legal Officer and Secretary. Stockholders may participate in the annual meetingAnnual Meeting by visiting the following website: nflx.onlineshareholdermeeting.com.www.virtualshareholdermeeting.com/NFLX2021. To participate in the annual meeting,Annual Meeting, you will need the16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 2:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

Hosting the Annual Meeting via the internet provides expanded access, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation. In addition, we intend that the virtual meeting format provides stockholders a similar level of transparency to the traditional in person meeting format. As a longstanding practice for many years, our stockholders are able to submit questions four times a year as part of our quarterly earnings interview, and answers to top investors questions are available on our Investor Relations website at https://ir.netflix.net. As such, questions at our Annual Meeting will be limited to those for our auditors, if any. Instructions on how to ask questions for our quarterly earnings interviews are found in the press release announcing the date on which we will release each quarter’s earnings results.

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 Companywe will mail, on or about April 23, 2018,2021, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 9, 2018,8, 2021, 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:https://ir.netflix.com/annuals.cfm.ir.netflix.net/financials/annual-reports-and-proxies/default.aspx. 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’sour Secretary at the address listed below.

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

Revocability of ProxiesREVOCABILITY 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’sour Secretary at the address above prior to your shares being voted, or by attending the Annual Meeting and voting via the internet. Attendance at the meetingAnnual Meeting will not cause your previously

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VOTING AND SOLICITATION

Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 434,692,559443,402,736 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on that date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

You may vote via the internet by going towww.proxyvote.com and following the instructions on the screen. As explained in greater detail in the Notice of Internet Availability of Proxy Materials, to vote your shares, you may vote via the internet by visitingwww.proxyvote.com and having available your16-digit control number(s) contained on your Notice of Internet Availability of Proxy Materials. If you received your proxy materials by mail, you may vote by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided.provided, or you may vote by phone by following the instructions on your proxy card. You may vote via the internet or by phone up until 8:59 PMp.m. Pacific Time on June 5, 2018.2, 2021. If you vote by mail, your proxy card must be received by June 5, 2018.2, 2021. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online atnflx.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/NFLX2021 and vote your shares during the Annual Meeting.

Properly delivered proxies will be voted at the Annual Meeting in accordance with the specifications made. Where no specifications are given, such proxies will be voted “FOR” all nominees, “FOR” proposals Two and Three, and “AGAINST” proposals Four through Nine.Six. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Annual Meeting. If, however, any matter not described in this Proxy Statement is properly presented for action at the Annual Meeting, the persons named as proxies in the enclosed form of proxy will have authority to vote according to their own discretion.

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

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

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STOCKHOLDER PROPOSALS

Stockholder Proposals

Proposals of stockholdersproposals that are intended to be presented at our 20192022 Annual Meeting of Stockholders in theour proxy materials for such meeting must comply with the requirements of SEC Rule14a-8 and must be received by our Secretary no later than December 24, 20182021 in order to be included in theour Proxy Statement and proxy materials relating to our 20192022 Annual Meeting of Stockholders.

Stockholder nominations for director that are intended to be presented at our 2022 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with our bylaws and must be received by our Secretary no earlier than November 24, 2021 and no later than December 24, 2021 in order to be considered for inclusion in our Proxy Statement and proxy materials relating to our 2022 Annual Meeting of Stockholders. A stockholder proposal or a nomination for director or on any other matter that will not be included in our Proxy Statement and proxy materials, but that a stockholder intends to present via the internet at the meeting, must generally be submitted to our Secretary no earlier than February 7, 2019,2022, and no later than March 9, 2019.2022. Such proposal or nomination must also comply with the requirements set forth in our bylaws. Proposals and nominations should be mailed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary. Our bylaws have been filed with the SEC and are available at www.sec.gov.www.sec.gov.

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Netflix 2020 Year in Review

BUSINESS HIGHLIGHTS

In a profoundly challenging year, we were grateful to present TV series, documentaries and feature films in more than 30 languages and 190 countries that resonated so deeply with audiences and earned a record 160 Emmy nominations and 36 Academy Award nominations within the last year. In 2020, we had approximately 204 million paid memberships, and financial highlights for 2020 included achieving approximately $25 billion in annual revenue, representing 24% year-over-year growth, and approximately $4.6 billion in operating income, representing 76% year-over-year growth. Our cash provided by operating activities also improved in 2020. We prioritize creating long-term value for our stockholders demonstrated by our strong stockholder return. As of December 31, 2020, we delivered 67%, 41%, 36% and 36% in annualized total stockholder returns over the prior one-, three-, five- and ten-year periods, respectively, and 40% since our initial public offering in 2002.

EXECUTIVE LEADERSHIP CHANGES

In July 2020, Ted Sarandos was appointed to the Board and promoted to the role of Co-Chief Executive Officer, in addition to his role as Chief Content Officer. Reed Hastings continues to serve as Co-Chief Executive Officer and Chairman of the Board. Mr. Sarandos has served as the Chief Content Officer since 2000, and this promotion formalized the evolution and growth of his duties and responsibilities. Messrs. Hastings and Sarandos have a long history of collaboration and will continue to work closely on corporate strategy and planning and are involved in all aspects of management.

Also in July 2020, Greg Peters was appointed as Chief Operating Officer, in addition to his role as Chief Product Officer, in which he has served since 2017. Mr. Peters has been with Netflix since 2008, holding positions of increasing responsibility, bringing strategic and analytical strength to the executive team. In his role as Chief Operating Officer, Mr. Peters oversees global operations and our team responsible for product – anything a member or non-member touches when they come to our service, ensuring that we stay aligned, productive and able to improve rapidly.

We believe the Co-Chief Executive Officer leadership structure and the addition of the Chief Operating Officer role provide an efficient and effective leadership model to support our future growth.

BOARD COMPOSITION

In 2020, we added two new members to the Board, Ted Sarandos, our Co-Chief Executive Officer and Chief Content Officer, who was appointed to the Board in July 2020 and Strive Masiyiwa, who was appointed to the Board in December 2020. Ambassador Susan Rice resigned from the Board effective January 20, 2021. More information on each Board member can be found in the section titled, “Proposal One: Our Board of Directors—Election of Directors—Who We Are.”

RESPONSE TO COVID-19

The COVID-19 pandemic and precautions to mitigate the spread of the virus significantly impacted the media and entertainment industry, including our business and operations. In an effort to protect the health and safety of our

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employees, our workforce has had, and continues in most instances, to spend a significant amount of time working from home. While we and our partners have resumed productions and related operations in most parts of the world, certain of our productions continue to experience disruption, as do the productions of our third-party content suppliers. As a result, our ability to produce content remains affected by the pandemic. The Board and management team continue to actively monitor the situation and alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders.

At the onset of the pandemic, most filming stopped globally, with the exception of a few countries. Recognizing the devastating impact on hundreds of thousands of crew and cast members, many of whom are paid hourly wages and work project-to-project, we established a $150 million hardship fund to directly support the hardest hit workers in the creative community. While most of the fund supports members of our own productions, $30 million of the fund will go to third parties and non-profits, providing emergency relief to out-of-work crew and cast across the broader TV and film industry in countries where we have a large production base.

INCLUSION AND DIVERSITY

Our company culture remains an important aspect of our operations. As we have expanded our offices globally, we have also become mindful of cultural differences across and within regions. Fostering a work environment that is culturally diverse, inclusive and equitable is a major focus for us. We employ a team reporting to our VP of Inclusion Strategy who works to build diversity, inclusion and equity into all aspects of our operations globally, with the goal of having diversity and inclusion function as a critical lens through which each Netflix employee carries out their role. We want more people and cultures to see themselves reflected on screen—so it’s important that our employees are diverse like the communities we serve. We strive to increase representation by training our recruiters on how to hire more inclusively, and to help the company and senior leaders diversify their networks.

We published in January 2021 an Inclusion Report on our website that provides a snapshot of representation within the company, how we plan to increase it, and how we cultivate a community of belonging and allyship. We have also published our U.S. Employer Equal Opportunity data (EEO-1 data) reaching back to our 2014 filing.

We also support numerous employee resource groups (ERGs), representing employees and allies from a broad array of historically underrepresented and/or marginalized communities. Our ERGs are important in creating a more inclusive environment for all employees, allowing space to connect on shared experiences, providing mentoring, career development and volunteering opportunities, and to provide the Company with insight into the perspectives, needs and lived experiences of the communities. Each ERG is supported by senior leaders across the Company.

TRANSPARENCY

We are committed to continued stockholder engagement and transparency. In response to input from our stockholders, we began publishing in 2020 an Environmental Social Governance report that covers our ESG performance for the prior year. We use the Sustainability Accounting Standards Board (SASB) reporting framework for the “Internet & Media Services” and “Media & Entertainment” industries. The ESG reports for 2019 and 2020 are available at ir.netflix.net. In addition, we will continue to publish our Inclusion Report and EEO-1 data on our website annually.

DIRECTORS STANDING FOR ELECTION

Four Class I directors, Richard N. Barton, Rodolphe Belmer, Bradford L. Smith and Anne M. Sweeney, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Messrs. Barton, Belmer, and Smith and Ms. Sweeney, each of whom is currently a director of the Company. If Messrs.Mr. Barton, Mr. Belmer, Mr. Smith or Ms. Sweeney 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. Messrs.Each of Mr. Barton, Mr. Belmer, Mr. Smith and Ms. Sweeney each has agreed to serve as a director of the Company if elected. The term of the office of directordirectors elected at this Annual Meeting will continue until the Annual Meeting of Stockholders held in 20212024 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal.

Required Vote

The four nominees receiving the highest number of affirmative Votes Cast will each be elected as Class I directors.

Netflix Recommendation

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

Each nominee has extensive business experience, education and personal skills that qualifies him or her to serve as an effective Board member. The specific experience, qualifications and skills of Messrs. Barton, Belmer, and Smith and Ms. Sweeney are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board. Mr. Belmer was recommended by executive officers

Required Vote

The four nominees receiving the highest number of the Companyaffirmative Votes Cast will each be elected as well as by entertainment and technology executives.Class I directors.

Richard N. Barton has served as one of the Company’s directors since 2002. In late 2004, Mr. Bartonco-founded Zillow Group, Inc. where he is now Executive Chairman of the Board. Additionally, Mr. Barton is a Venture Partner with Benchmark Capital. In 1994, Mr. Barton founded Expedia, Inc. 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., Glassdoor.com, and Liberty Interactive. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.Netflix Recommendation

		The Board unanimously recommends that the stockholders vote “FOR” the nominees listed above.

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Having foundedWho We Are

BOARD OVERVIEW

Our Board is composed of 12 highly experienced, talented, and qualified directors with experience as board members and executives at some of the world’s most successful internet-based companies, Mr. Barton provides strategic and technical insightcompanies. We believe that the Board is well situated to navigate the Board. As an executive chairman and director of other companies, Mr. Barton also brings managerial, operational and corporate governance experiencechanging competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from a US DVD-by-mail company to the Board. In addition, Mr. Barton brings experience with respecta global streaming company to marketing products to consumers through the internet.

Rodolphe Belmer has served as one of the Company’s directors since January 2018. Since March 2016, Mr. Belmer has served as CEO of Eutelsat, the leading satellite operator in Europe, the Middle East and Africa. He previously held several roles at Canal + Group, which he joined in 2001, most recently serving as its CEO from 2012 to 2015. Mr. Belmer began his careerentertainment companies in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school.

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

Bradford L. Smith has served as one of the Company’s directorsoverseeing management performance. By successfully navigating this evolution, our annualized total stockholder return since March 2015. Mr. Smith has been with Microsoft since 1993 and became the general counsel and executive vice president of Legal and Corporate Affairsour initial public offering in 2002 and currently serves as the President and Chief Legal Officer. Prior to joining Microsoft hethrough December 31, 2020 was an associate and then partner at the Washington, D.C.-based firm of Covington and Burling. Mr. Smith holds a BA in international relations and economics from Princeton University and a JD from Columbia University School of Law. He also studied international law and economics at the Graduate Institute of International Studies in Geneva.

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

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

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

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OUR DIRECTORS

Directors standing for election:

				RICHARD BARTON INDEPENDENT DIRECTOR DIRECTOR SINCE: 2002 CLASS: I AGE: 53 COMMITTEES: AUDIT Why this director is valuable to Netflix Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet. Also... Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 until 2018. He has served on many public company boards. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University. Career Snapshot: •  Chief Executive and co-founder of Zillow-Group (since 2010) •  Co-founder and Chairman of GlassDoor (2007-2018) •  Founder and Chief Executive Officer of Expedia (1996-2003) Other Public Company Boards •  Qurate (formerly Liberty Interactive) •  Zillow Group •  Altimeter Growth Corp. •  Altimeter Growth Corp. 2

				RODOLPHE BELMER INDEPENDENT DIRECTOR DIRECTOR SINCE: 2018 CLASS: I AGE: 51 COMMITTEES: COMPENSATION Why this director is valuable to Netflix As a media executive located in France, Mr. Belmer brings a unique international perspective to the Board. In addition, his media experience and business acumen provide the Board with valuable insight as it expands its global operations. Also... Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school. Career Snapshot: •  CEO and director of Eutelsat, the leading satellite operator in Europe, the Middle East and Africa (since 2016) •  CEO of Canal + Group (2012-2015); various additional roles since joining in 2001 Other Public Company Boards •  None

Directors not standing for election:

				REED HASTINGS CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY, AND CHAIRMAN OF THE BOARD DIRECTOR AND CHAIRMAN SINCE: 1997 CLASS: III (EXPIRES 2023) AGE: 60 COMMITTEES: NONE Why this director is valuable to Netflix Mr. Hastings, as co-founder and Co-Chief Executive Officer, deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an MSCS in Artificial Intelligence from Stanford University, and has unique management and industry insights. Also... Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher in Swaziland. Mr. Hastings previously served on the board of Facebook, Inc. from 2011-2019. Career Snapshot: •  Founder, Co-Chief Executive Officer, President and Chairman of Netflix (since 1997) •  Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software Other Public Company Boards •  None

				JAY C. HOAG LEAD INDEPENDENT DIRECTOR DIRECTOR SINCE: 1999 CLASS: III (EXPIRES 2023) AGE: 62 COMMITTEES: NOMINATING AND GOVERNANCE (CHAIR) Why this director is valuable to Netflix As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management. Also... Mr. Hoag has been a technology investor and venture capitalist for more than 38 years, involved in a large number of technology investments including Altiris (acquired by Symantec), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, and Sybase. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies, including TechTarget, Inc. from 2004-2016. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. Career Snapshot: •  Founding General Partner at TCV (Technology Crossover Ventures), a venture capital firm (since 1995) Other Public Company Boards •  Electronic Arts •  Peloton Interactive •  TCV Acquisition Corp. •  TripAdvisor •  Zillow Group

BOARD SKILLS AND EXPERIENCE

Our Board believes that having a diverse mix of directors with complementary skills, experience, and expertise is important to meeting its oversight responsibility. That diversity, combined with transparent and broad access to information and exposure to management beyond the executive officers, allows the Board to exercise effective management oversight and to ensure the care of our stockholders’ interests. Below are a number of skills that our Board members bring to Netflix. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in such area.

DIRECTOR INDEPENDENCE

The Board has determined that each of Messrs. Barton, Belmer, Döpfner, Haley, Hoag, Masiyiwa and Smith, and Mses. Kilgore, Mather, and Sweeney are independent under the applicable rules of the SEC and the listing standards of the NASDAQ Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards. In addition, the Board determined that Ambassador Rice was independent during the time she served on the Board.

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How We are Selected,

Elected and Evaluated

CONSIDERATION OF DIRECTOR NOMINEES

Director Qualifications

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

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, stockholders or other persons. These candidates are evaluated at meetings of the Nominating and Governance Committee as necessary and discussed by the members of the Nominating and Governance Committee from time to time. Candidates may be considered at any point during the year.

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.

Stockholder Nominees

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

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

OUR BOARD EVALUATION PROCESS

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

How We Govern

and are Governed

OUR APPROACH TO CORPORATE GOVERNANCE

Corporate Governance Philosophy

Netflix operates in a dynamic industry and has extensive business experience, educationbeen in a state of constant innovation since inception. We have redefined how people watch video—first through DVD-by-mail, then streaming video, 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.

Timothy M. Haley has servednow as one of the Company’s directorsworld’s leading entertainment services with approximately 208 million memberships in 190 countries. Our success has not gone unnoticed, and we are seeing increasing competition, even as this dynamic market continues to evolve.

Our corporate governance structure is built against this backdrop. Governance, in this context, means finding the right balance of rights and responsibilities among stockholders, the Board, and management, and ensuring that there are appropriate checks and balances in place. With the rapid evolution of technology and the changing media landscape, we are continually adjusting our service to meet the dynamic needs and desires of our consumers. Our governance structure is built to help us to do that. Our focus is on creating long-term value for our stockholders, and we have been successful at that – since 1998. Mr. Haleyour initial public offering in 2002, annualized total stockholder return through December 31, 2020 was 40%.

Our governance structure is unconventional. We have several provisions that give our Board and our management team the freedom to be forward-thinking, such as making investments to build our own production studios and developing our own animation capabilities, with the confidence that they will be able to see those investments to fruition. At the same time, we have paid attention to our stockholders and increased our accountability to them by adopting provisions such as proxy access. We are proud of our governance structure, both because of how it has supported our success to date and for being innovative, such as the way that our Board has unfettered access to management and is able to seek information directly from employees all around the enterprise.

We strive to stay in tune with our ownership base. Our Board and our management team engage directly with our stockholders, and our Board and its committees consider stockholders’ feedback in assessing our governance structure, including our compensation program. These discussions provide a good opportunity to share views and answer questions; the input from our stockholders will continue to inform our ongoing evaluation of our structure.

We believe our approach to governance will continue to provide the greatest benefit to Netflix and our stockholders. We realize that elements of our structure may not fit within the standard corporate governance practices and that some stockholders take a different view. But we believe that Netflix’s long-term value is currently best optimized with our approach to governance.

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Stockholder Engagement and 2020 Stockholder Proposals

At our 2020 annual meeting, stockholders presented three proposals for vote. One proposal requested additional disclosure around political spending, and the proposal did not receive majority support from stockholders. The second proposal requested that we lower the two-thirds supermajority requirement for amending our charter and bylaws to a simple majority. This proposal did receive majority support from stockholders. The third proposal sought a public report regarding our equal employment opportunity policy, and received less than 1% support from stockholders.

We consider the voting results for stockholders proposals in our Board discussions and as we contemplate our governance structure.

We also engaged with stockholders to solicit feedback on a broad range of topics, including these stockholder proposals. We held 10 virtual meetings in the fall of 2020 with stockholders representing approximately 25% of our common stock outstanding. Members of the Board, accompanied by Company representatives as appropriate, participated in each of these conversations. We also held numerous engagement meetings earlier in 2020, prior to our 2020 annual meeting.

In addition to governance and compensation matters, our discussions in 2020 centered on our approach to environmental, social and governance (ESG) matters; diversity, equity and inclusion; our response to the COVID-19 pandemic; and our dual CEO management structure. Investors expressed a desire to see improved disclosure on environmental and social matters, which the recent hire of our Sustainability Officer is intended to help address. We have also recently increased our disclosure about these topics partly in response to investor feedback by publishing an Inclusion Report in January 2021 along with our EEO-1 and ESG reports.

We also discussed our approach to governance, including our goal of ensuring that we are best able to execute our long-term vision, which we believe is in the best interests of all stockholders. Investors understood our rationale for our governance structure, even if they disagreed with it. While investors inquired about our dual CEO model and how it works for Netflix, none expressed that it was inappropriate for us. We explained that the dual CEO model formalized the prior working relationship between Reed and Ted, and was an effective leadership model to further support our continued growth and international expansion. Stockholders gave us high marks for our response to the COVID-19 pandemic, such as our focus on employee well-being and our efforts to support the creative industry through our establishment of hardship funds.

The feedback on our compensation program was limited, with many investors understanding and supportive of our approach to compensation. While we did not hear thematic concerns about our compensation program during our meetings, one stockholder questioned some components of our compensation program, including the ability of our executives to allocate their compensation between cash and stock options.

We further note that our current practice with respect to our supermajority provision is a mainstream practice. According to data from FactSet, more than forty percent of S&P 500 companies have supermajority provisions in place, and our threshold is common and among the lower thresholds that companies have adopted. After consideration of stockholder feedback, industry trend data, and our corporate governance philosophy, we decided at this point not to lower the voting requirement from its current supermajority level. A simple majority vote requirement already applies to most corporate matters submitted to a vote of our stockholders. We believe that in the current dynamic business environment, the supermajority we have in place is appropriate to increase stability in our operations, while still being set low enough for stockholders to have a voice on issues where there is strong consensus. We will continue to monitor and evaluate this issue.

THE ROLE OF THE BOARD IN RISK OVERSIGHT

The Board’s role in our risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks. The Board as a whole primarily deals with matters related to strategic and operational risk. The Audit Committee deals with matters of financial and legal risk, including cybersecurity risk. The Compensation Committee addresses risks related to compensation and other talent-related matters. The Nominating and Governance Committee manages risks associated with Board independence and corporate governance. Committees report to the full Board regarding their respective considerations and actions. Throughout 2020, in response to the co-founderCOVID-19 pandemic, management, with the support of our Board and Audit Committee, engaged, assessed and led our efforts to mitigate operational, employee and other risks to our business associated with the pandemic.

How We are Organized

BOARD MEETINGS AND COMMITTEES

The Board held five meetings during 2020. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees.

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

COMPENSATION COMMITTEE

In 2020, the Compensation Committee of the Board consisted of four non-employee directors: Messrs. Belmer, Döpfner, Haley (Chair), and Ms. Sweeney. Mr. Hoag also served on the Compensation Committee until Mr. Döpfner’s appointment to the Compensation Committee in March 2020. Each member of the Compensation Committee is independent in compliance with the rules of the SEC and the listing standards of the NASDAQ Stock Market as they pertain to Compensation Committee members. Each of the Compensation Committee members is also a non-employee director under Rule 16b-3 of Redpoint Ventures, a venture capital firm,the Exchange Act and has been a Managing Directoran outside director under section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee reviews and approves all forms of compensation to be provided to our executive officers and directors. 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 four meetings in 2020. Each member attended all the Compensation Committee meetings held in 2020.

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 our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

AUDIT COMMITTEE

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

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The Audit Committee engages the Company’s independent registered public accounting firm, since October 1999.reviews the Company’s financial controls, evaluates the scope of the annual audit, reviews audit results, consults with management and the Company’s independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of the Company’s internal accounting controls and financial affairs. The Audit Committee met seven times in 2020. Each member attended at least 75% of the Audit Committee meetings held in 2020.

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 our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee of the Board consists of two non-employee directors, Messrs. Hoag (Chair) and Smith. Ambassador Rice served on the Nominating and Governance Committee through her resignation date, January 20, 2021. Each director serving on the Nominating and Governance Committee is independent under the listing standards of the NASDAQ Stock Market. 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 two times in 2020. Each member attended all the Nominating and Governance Committee meetings held in 2020, other than Mr. HaleySmith who did not attend one meeting.

The Board has beenadopted a Managing Directorwritten charter for the Nominating and Governance Committee, which is available on our investor relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None 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, anour executive recruiting firm in the high technology industry. Mr. Haley currentlyofficers serves on the board of directors or compensation committee of several private companies. Mr. Haley holds a B.A. from Santa Clara University.

Ascompany that has an executive officer that serves on our Board or Compensation Committee. No member of our Board is an executive officer of a venture capital investor, Mr. Haley brings strategic and financial experience to the Board. He has evaluated, investedcompany in and served as a board member on numerous companies. His executive recruiting background also provides the Board with insight into talent selection and management.

Leslie Kilgore has served aswhich one of the Company’s directors since 2012. From 2010 to 2016, Ms. Kilgore was a director of LinkedIn Corporation and servedour executive officers serves as chair on its compensation committee. Ms. Kilgore served as the Company’s Chief Marketing Officer (formerly Vice President of Marketing) from 2000 until her resignation in February 2012. From February 1999 to March 2000, Ms. Kilgore served as Director of Marketing for Amazon.com, Inc., an internet retailer. Ms. Kilgore served as a brand manager for The Procter & Gamble Company, a manufacturer and marketer of consumer products, from August 1992 to February 1999. 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.

Ann Mather has served as one of the Company’s directors since 2010. Ms. Mather has also been a member of the board of directors of: Glu Mobile Inc.or compensation committee of that company.

In 2020, the Compensation Committee consisted of Messrs. Belmer, Döpfner (from March 2020), Haley, Hoag (through March 2020) and Ms. Sweeney, none of whom is currently or was formerly an officer or employee of the Company. None of Messrs. Belmer, Döpfner, Haley, or Hoag or Ms. Sweeney had a publisherrelationship with the Company that required disclosure under Item 404 of mobile games, since SeptemberRegulation S-K. In addition to Messrs. Belmer, Döpfner, Haley, and Hoag and Ms. Sweeney, our Co-Chief Executive Officer, Reed Hastings, and Chief Talent Officer participated in the executive compensation process for the year ended December 31, 2020 as described below in the section entitled “Compensation Discussion and Analysis.”

POLICY REGARDING DIRECTOR ATTENDANCE AT THE ANNUAL MEETING

Our 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 our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

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THE BOARD’S LEADERSHIP STRUCTURE

The Board combines the role of Chairman and Chief Executive. While the Board reassesses maintaining the combined role from time to time, the Board believes that Mr. Hastings, a Co-Chief Executive Officer, is best situated to serve as Chairman because he is the director most familiar with our 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 Co-Chief Executive Officer facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Jay Hoag as its lead independent director. As lead independent director, Mr. Hoag’s responsibilities include:

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.

How to Communicate with Us

COMMUNICATIONS WITH THE BOARD

We provide a process for stockholders to send communications to the Board through the email address board@netflix.com. Information regarding stockholder communications with the Board can be found on the Company’s Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

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How We are Paid

Since 2015, none of our directors receive cash for services they provide as directors or members of Board committees but may be reimbursed for their reasonable expenses for attending Board and Board committee meetings. 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 us and subject to the terms and conditions of our equity compensation plans.

We believe that for our company, compensating directors only with options is appropriate and creates the right incentives and long-term value alignment with stockholders. Without long-term value creation, directors are not compensated as the intrinsic value of options on dates of grant is zero.

The actual number of options granted each month to each of our directors is determined by the following formula: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value on the date of grant. The table below sets forth information concerning the compensation of our non-employee directors during 2020.

In each of 2018 and 2019, Compensia advised the Board on our compensation program for our Board for the upcoming year, based on a comparison against our peer group’s board compensation programs and other compensation-related developments. The prior time Compensia reviewed our Board’s compensation program was in 2015, and we adjusted our Board’s compensation program in 2016. We have not made any changes to the compensation program for our Board since then.

Certain Relationships and

Related Transactions

AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us 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 us.

PROCEDURES FOR APPROVAL OF RELATED PARTY TRANSACTIONS

We have 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 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.

The Audit Committee of the Board has selected Ernst & Young LLP (“Ernst & Young”), an independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2021. We are submitting its selection of Ernst & Young for ratification by the stockholders at the Annual Meeting. A representative of Ernst & Young is expected to be present at the Annual Meeting, will have the opportunity to make a statement and is expected to be available to respond to appropriate questions. Ernst & Young has served as our independent registered public accounting firm since March 21, 2012. Neither applicable law nor our bylaws require that stockholders ratify the selection of Ernst & Young as our independent registered public accounting firm. However, we are submitting the selection of Ernst & Young to stockholders for ratification as a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young. Even if the selection is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During 2020 and 2019, fees for services provided by Ernst & Young was as follows (in thousands):

public accounting firm in accordance 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 2020, services provided by Ernst & Young were pre-approved by the Audit Committee in accordance with this policy.

Required Vote

The affirmative vote of the majority of the Votes Cast is required for ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The vote is an advisory vote, and therefore not binding.

Netflix Recommendation

		The Board unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2021.

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Report of the Audit Committee

of the Board

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, 2020 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments made by management and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Ernst & Young LLP (“Ernst��& Young”), 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 Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has discussed with Ernst & Young its independence from management and the Company, including the written disclosures and the letter regarding its independence as required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence.

The Audit Committee also reviewed the fees paid to Ernst & Young during the year ended December 31, 2020 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 Ernst & Young were compatible with maintaining its independence.

The Audit Committee discussed with Ernst & Young the overall scope and plans for its audit. The Audit Committee met with Ernst & Young, 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, 2020, for filing with the Securities and Exchange Commission.

Audit Committee of the Board

Richard N. Barton

Leslie Kilgore

Ann Mather

2005 and serves on its nominating and governance committee; Google, Inc., since November 2005 and serves as chair of its audit committee; MGM Holdings Inc. (“MGM”), the independent, privately-held motion picture, television, home video, and theatrical production and distribution company, since 2010; Shutterfly, Inc., a manufacturer and digital retailer of personalized products and services, since May 2013; and Arista Networks, a provider of cloud networking services, since July 2013, and serves on its audit committee. Ms. Mather has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. Ms. Mather was previously a director of: Central European Media Enterprises Group, a developer and operator of national commercial television channels and stations in Central and Eastern Europe, from 2004 to 2009; Zappos.com, Inc., a privately held, online retailer, until it was acquired by Amazon.com, Inc. in 2009; Ariat International, Inc., a privately-held manufacturer of footwear for equestrian athletes, from 2005 to 2012; MoneyGram International, a global payment services company, and served as chair of its audit committee, from 2010 to 2013; and Solazyme, Inc., a renewable oil and bioproducts company, from 2011 to 2014. From 1999 to 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation studio. Prior to her service at Pixar, Ms. Mather was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. From 1993 to 1999, she held various executive positions at The Walt Disney Company, including Senior Vice President of Finance and Administration for its Buena Vista International Theatrical Division. Ms. Mather was made an Honorary Fellow of Sidney Sussex College Cambridge in October 2016. Ms. Mather holds a Master of Arts degree from Cambridge University.

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

Susan Rice joined the Company’s Board of Directors in 2018. Ambassador Rice is a former US National Security Advisor and Ambassador to the United Nations. She is currently a Distinguished Visiting Research Fellow at American University’s School of International Service,Non-ResidentEXECUTIVE OFFICERS                      Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government, and Contributing Opinion Writer for the New York Times.

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

Ambassador Rice received her Master’s degree (M.Phil.) and PhD (D.Phil.) in International Relations from New College, Oxford University, England, where she was a Rhodes Scholar, and her BA in History with honors from Stanford University in 1986. In 2017, French President Francois Hollande presented Ambassador Rice with the Award of Commander, the Legion of Honor of France, for her contributions to Franco-American relations.

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

Reed Hastingsco-founded Netflix in 1997 and has served as Chairman of the Board since inception.

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

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

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

Mr. Hastings received a BA from Bowdoin College in 1983, and an MSCS in Artificial Intelligence from Stanford University in 1988. Between Bowdoin and Stanford, Mr. Hastings served in the Peace CorpsApril 23, 2021 are as a high school math teacher in Swaziland.

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

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

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

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

Mr. Battle brings business insight and experience to the Board. He was a business consultant for more than 25 years, has served as a chief executive officer and currently serves on a number of boards. As such, he brings to the Board strategic, operational, financial and corporate governance experience.follows:

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