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, 2019We 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, 20193, 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 www.virtualshareholdermeeting.com/nflx2019NFLX2021 (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 8, 20192021 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 located at 100 Winchester Circle, Los Gatos, CA, 95032.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, 20192021

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, OR VOTE BY PHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD, 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, 2019: 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, 2019

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, 2019,3, 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: www.virtualshareholdermeeting.com/nflx2019.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, 2019,2021, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 8, 2019,2021, 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://www.netflixinvestor.com/ir.netflix.net/financials/annual-reports-and-proxies.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 athttps://www.netflixinvestor.com/ir.netflix.net/financials/sec-filingssec-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 437,219,953443,402,736 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, 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, 2019.2, 2021. If you vote by mail, your proxy card must be received by June 5, 2019.2, 2021. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/nflx2019NFLX2021 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 and Five.through 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 Five.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 Five.Six. A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.

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

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STOCKHOLDER PROPOSALS

Stockholder proposals that are intended to be presented at our 20202022 Annual Meeting of Stockholders in our 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 25, 201924, 2021 in order to be included in our Proxy Statement and proxy materials relating to our 20202022 Annual Meeting of Stockholders.

Stockholder nominations for director that are intended to be presented at our 20202022 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with our bylaws and must be received by our Secretary no earlier than November 25, 201924, 2021 and no later than December 25, 201924, 2021 in order to be considered for inclusion in our Proxy Statement and proxy materials relating to our 20202022 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 8, 2020,7, 2022, and no later than March 9, 2020.2022. 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 III directors, TimothyRichard N. Barton, Rodolphe Belmer, Bradford L. Smith and Anne M. Haley, Leslie Kilgore, Ann Mather and Ambassador Susan Rice,Sweeney, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Mr. Haley,Messrs. Barton, Belmer, and Smith and Ms. Kilgore, Ms. Mather and Ambassador Rice,Sweeney, each of whom is currently a director of the Company. If Mr. Haley,Barton, Mr. Belmer, Mr. Smith or Ms. Kilgore, Ms. Mather and Ambassador RiceSweeney 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. Each of Mr. Haley,Barton, Mr. Belmer, Mr. Smith and Ms. Kilgore, Ms. Mather and Ambassador Rice eachSweeney 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 20222024 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 II 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 Mr. Haley,Messrs. Barton, Belmer, and Smith and Ms. Kilgore, Ms. Mather and Ambassador RiceSweeney are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board. Ambassador Rice was recommended by executive officers

Required Vote

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

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

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

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As a venture capital investor, Mr. Haley brings strategicWho We Are

BOARD OVERVIEW

Our Board is composed of 12 highly experienced, talented, and financialqualified directors with experience toas board members and executives at some of the Board. He has evaluated, invested in and served as a board member on numerousworld’s most successful companies. His executive recruiting background also providesWe believe that the Board with insight into talent selection and management.

Leslie Kilgore served asis well situated to navigate the Company’s Chief Marketing Officerchanging competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from 2000 until 2012. From February 1999a US DVD-by-mail company 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 1992global streaming company to February 1999. She serves on the board of Nextdoor, where she is also a memberone of the compensation committee. Ms. Kilgore holds an M.B.A. fromleading entertainment companies in the Stanford University Graduate School of Businessworld, while effectively managing risk 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 a member ofoverseeing management performance. By successfully navigating this evolution, our board of directorsannualized total stockholder return since 2010. Ms. Mather has also been a member of the board of directors of: Glu Mobile Inc., a publisher of mobile games, since September 2005, and serves on its nominating and governance committee; Google, Inc. since November 2005, and serves as a chair of its audit committee; MGM Holdings Inc. (“MGM”, the independent, privately-held motion picture, television, home video, and theatrical production and distribution company), sinceour initial public offering in 2002 through December 2010; Shutterfly, Inc., a manufacturer and digital retailer of personalized products and services, since May 2013; and Arista Networks, provider of cloud networking services, since July 2013, and serves on its audit committee. She also serves as director for Veem, Planet and AirBnB. Ms. Mather has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. Ms. Mather31, 2020 was previously a director of: Central European Media Enterprises Group, a developer and operator of national commercial television channels and stations in Central and Eastern Europe, from 2004 to 2009; Zappos.com, Inc., a privately held, online retailer, until it was acquired by Amazon.com, Inc. in 2009; Ariat International, Inc., a privately-held manufacturer of footwear for equestrian athletes, from 2005 to 2012; and MoneyGram International, Inc., a global payment services company, from May 2010 to May 2013, and Solazyme, Inc., a renewable oil and bioproducts company, from April 2011 to November 2014. From 1999 to 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation studio. Prior to her service at Pixar, Ms. Mather was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. From 1993 to 1999, she held various executive positions at The Walt Disney Company, including Senior Vice President of Finance and Administration for its Buena Vista International Theatrical Division. Ms. Mather was made an Honorary Fellow of Sidney Sussex College Cambridge in October 2016.

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

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

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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.

Anne M. Sweeney 18					61			Class I/2021

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

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

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

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

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

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

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AsCo-founderHow We are Selected,

Elected and Chief Executive Officer of Netflix, Mr. Hastings deeply understands the technology and business of Netflix. He brings strategic and operational insightEvaluated

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. Mr. HastingsHowever, 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 alsonot proposed by a software engineerstockholder.

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 unique managementbeen in a state of constant innovation since inception. We have redefined how people watch video—first through DVD-by-mail, then streaming video, and industry insights.

Jay C. Hoag 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 1999. Since 1995,our 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 COVID-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 the Exchange Act and an outside director under section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee reviews and approves all forms of compensation to be provided to 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, 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 ason 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. Smith who did not attend one meeting.

The Board has adopted a founding General Partnerwritten charter for the Nominating and Governance Committee, which is available on our investor relations website at Technology Crossover Ventures, a venture capital firm. Mr. Hoaghttps://ir.netflix.net/governance/governance-docs/default.aspx.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serves on the board of directors or compensation committee of Electronic Arts, Inc., Zillow Group, Inc., TripAdvisor and several private companies, including Peloton. Mr. Hoaga company that has an executive officer that serves on our Board or Compensation Committee. No member of our Board is on the Investment Advisory Committee at the Universityan executive officer 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, investedcompany 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.

Mathias Döpfner has served aswhich one of the Company’s directors since September 2018. He is Chairman and CEO and (with 3 percent) one of the largest shareholders of Axel Springer SE in Berlin, Europe’s leading digital publishing house. Publishing brands include BILD, DIE WELT, BUSINESS INSIDER and POLITICO Europe. He has been with Axel Springer SE since 1998, initially aseditor-in-chief of Die Welt and since 2000our executive officers serves as a member of the Management Board. Since he became CEOboard of Axel Springer in 2002 he focused on digital transformationdirectors 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 revenues from digital activities increased from€117m to€2.5bn. EBITDA from digital went up from€-12 to€582m, accounting for 80 percentMs. Sweeney, none of whom is currently or was formerly an officer or employee of the company’s EBITDA. HeCompany. None of Messrs. Belmer, Döpfner, Haley, or Hoag or Ms. Sweeney had a relationship with the Company that required disclosure under Item 404 of Regulation 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.

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 membernumber 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 Directorsthe Company for the year ending December 31, 2021. We are submitting its selection of Warner Music Group, holds honorary offices at, among others,Ernst & Young for ratification by the American Academy, the American Jewish Committee, the Federation of German Newspaper Publishers (BDZV) and the European Publishers Council (EPC). In 2010, he was visiting professor in mediastockholders at the UniversityAnnual Meeting. A representative of CambridgeErnst & Young is expected to be present at the Annual Meeting, will have the opportunity to make a statement and became a member of St John’s College. He studied Musicology, German, and Theatrical Arts in Frankfurt and Boston.

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

Richard N. Bartonbe 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 directors since May 2002. In late 2004, Mr. Bartonco-founded Zillow Group, Inc. where he is now Executive Chairmanaudited financial statements with accounting principles generally accepted in the United States of the Board. Additionally, Mr. Barton is a Venture Partner with Benchmark Capital. Previously, Mr. Barton founded Expedia, Inc. in 1994 and wasAmerica, 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 servesjudgments as a director for Liberty Interactive. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.

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

Rodolphe Belmer has served as onequality of the Company’s directors since January 2018. Since March 2016, Mr. Belmeraccounting 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 serveddiscussed with Ernst & Young its independence from management and the Company, including the written disclosures and the letter regarding its independence as CEOrequired 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 Eutelsat,all non-audit services by Ernst & Young were compatible with maintaining its independence.

The Audit Committee discussed with Ernst & Young the leading satellite operatoroverall 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 Europe, the Middleannual 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

7

East and Africa. He previously held several roles at Canal + Group, which he joined in 2001, most recently serving

OUR COMPANY                     

EXECUTIVE OFFICERS                     

Our executive officers as its CEO from 2012 to 2015. He is also a board member of Brut, a Paris based private company. Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school.April 23, 2021 are as follows:

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

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

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

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

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

Executive OfficersStockholder 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.   For information about Mr. Hastings, see “Proposal One – Election of Directors.” Our other executive officers are set forth below: Other Executive Officers Age        Position 2021 PROXY STATEMENT           19 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 been in a state of constant innovation since inception. We have redefined how people watch video—first through DVD-by-mail, then streaming video, and now as one of the world’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 our 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. Kelly Bennett 20                   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. 47 Chief Marketing Officer David Hyman 2021 PROXY STATEMENT              53 General Counsel and Secretary Jessica Neal 42 Chief Talent Officer Spencer Neumann 49 Chief Financial Officer Greg Peters 48 Chief Product Officer Ted Sarandos 54 Chief Content Officer Rachel Whetstone 51 Chief Communications Officer21 Kelly Bennett became Netflix’s Chief Marketing Officer in 2012 after nearly a decade at Warner Bros. where he was most recently Vice President Interactive, World Wide Marketing with the pictures group, leading international online campaigns for Warner Bros. movies. Before that, Mr. Bennett ran digital marketing for Warner Bros. Pictures in Europe, the Middle East and Africa and worked in promotion 8 THE ROLE OF THE BOARD IN RISK OVERSIGHT The Board’s role in our risk oversight process includes reviewing and business development at the company. He previously held executive positions at Dow Jones International and Ignition Media as well as being a partner in online marketing agency Cimex Media. The Canada-born Bennett is a graduatediscussing with members of Simon Fraser University. David Hyman is General Counsel for Netflix, responsible for all legal and public policy matters for the Company. He has served in this capacity since 2002 and also serves as the Company’s Secretary. Prior to Netflix, Mr. Hyman was the General Counselmanagement areas of Webvan, an online internet retailer, having previously held the role of senior corporate counsel. He also practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, DC. Mr. Hyman earned his JD and Bachelor’s degrees from the University of Virginia. Jessica Neal is a Netflix veteran, starting at the company in 2006 when DVD was king and streaming just a dream, and has been heavily involved in improving the Netflix culture as the company grew. In 2013 she left to become head of human resources at Coursera, which provides online accessmaterial risk to the world’s best university courses,Company, including strategic, operational, financial and later, Chief People Officer at Scopely,legal risks. The Board as a leading playerwhole 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 mobile gaming industry. She returned to Netflix inCOVID-19 pandemic, management, with the first halfsupport of 2017, overseeing HR for the 2000-person product engineering team responsible for continuously improving the Netflix consumer experience. Ms. Neal also serves on the board of directors of the Association for Talent Development. Spencer Neumannwas named CFO of Netflix in January of 2019. Previously, he served as Activision Blizzard’s CFO from May 2017. Prior to that, Mr. Neumann held a number of positions of increasing responsibility at The Walt Disney Company, most recently serving as the CFOour Board and executive vice president of Global Guest Experience of Walt Disney Parks and Resorts, from 2012 until May 2017. From 2005 to 2012, Mr. Neumann worked at the private equity firms of Providence Equity Partners and Summit Partners. Prior to that, Mr. Neumann held several other roles with Disney, which he initially joined in 1992, including executive vice president of the ABC Television Network from 2001 to 2004 and CFO of the Walt Disney Internet Group from 1999 to 2001. He is also a member of the national board of directors ofMake-A-Wish America. Mr. Neumann holds a B.A. degree in economics from Harvard University and an M.B.A. degree from Harvard University. Greg Peters assumed the role of Chief Product Officer in July 2017 and leads the product team, which designs, builds and optimizes the Netflix experience. Previously, he was International Development Officer for Netflix, responsible for the global partnerships with consumer electronics companies, Internet service providers and multi-channel video programming distributors that enable Netflix to deliver movies and TV shows across a full range of devices and platforms. Prior to joining Netflix in 2008, Mr. Peters was senior vice president of consumer electronics products for Macrovision Solutions Corp. (later renamed to Rovi Corporation) and previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. Mr. Peters holds a degree in physics and astronomy from Yale University. Ted Sarandos is Chief Content Officer at Netflix, overseeing the teams responsible for the acquisition and creation of all Netflix content including original series from around the world such as Stranger Things, Dark (Germany), La Casa De Papel (Spain), and Sacred Games (India) and original films including such blockbusters as To All the Boys I’ve Loved Before, Bright, and Bird Box and the 3-time Academy Award winning film ROMA. Ted has been responsible for all content operation since 2000,Audit Committee, engaged, assessed and led the company’s transition into original content production that began in 2013our efforts to mitigate operational, employee and other risks to our business associated with the launch of the series House of Cards, Arrested Development and Orange is the New Black, among numerouspandemic. How We are Organized 9 others. Since then, Netflix originals have received numerous awards around the world including 66 Primetime Emmy wins, 6 Oscars, and 5 BAFTA Film Awards including Best Picture. With more than 20 years’ experience in home entertainment, Ted is recognized in the industry as an innovator in film acquisition and distribution and was named one of Time Magazine’s 100 Most Influential People of 2013. Before Netflix, he was an executive at video distributor ETD and Video City / West Coast Video. Ted also has produced or executive produced several award-winning and critically acclaimed documentaries and independent films, including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends. He is a Henry Crown Fellow at the Aspen Institute and serves on the board of Exploring The Arts, a nonprofit focused on arts in schools. He also serves on the Film Advisory Board for the Tribeca and Los Angeles Film Festivals, is an American Cinematheque board member, an Executive Committee Member of the Academy of Television Arts & Sciences and is a trustee of the American Film Institute. Rachel Whetstone has been the Company’s Chief Communications Officer since 2018. She spent the last 13 years working on communications and policy issues for US technology companies. She joined Google in 2005 and served as Senior Vice President of Communications & Public Policy from 2011 to 2015. She held the same position at Uber from 2015 till 2017, before joining Facebook as a Vice President of Communications last year. Ms. Whetstone also serves as a director of Udacity. Rachel is a graduate of Bristol University and spent the first half of her career working as a policy advisor for the UK Conservative Party. There are no family relationships among any of our directors, nominees for director and executive officers. Board Meetings and Committees BOARD MEETINGS AND COMMITTEES The Board held fourfive meetings during 2018.2020. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees during the period on which such director served in 2018.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 CommitteeCOMPENSATION COMMITTEE TheIn 2020, the Compensation Committee of the Board consistsconsisted of fournon-employee directors: Messrs. Belmer, Döpfner, Haley (Chair), and Ms. Sweeney. Mr. Hoag and Ms. Sweeney, eachalso served on the Compensation Committee until Mr. Döpfner’s appointment to the Compensation Committee in March 2020. Each member of whomthe 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. In December 2018, Mr. Belmer replaced Mr. A. George (Skip) Battle on the Compensation Committee. Each of the Compensation Committee members is also anon-employee director under Rule16b-3 of the Exchange Act and an outside director under section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee reviews and approves all forms of compensation to be provided to theour executive officers and directors of the Company.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 fivefour meetings in 2018.2020. Each member attended at least 75% of the aggregate ofall the Compensation Committee meetings held in 2018, except for Mr. Belmer, who was not a member of the Compensation Committee at the time of the meetings in 2018.2020. 10 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’sour Investor Relations website athttps://www.netflixinvestor.com/ir.netflix.net/governance/governance-docsgovernance-docs/default.aspx. Audit CommitteeAUDIT COMMITTEE The Audit Committee of the Board consists of threenon-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 RegulationS-K of the Securities Act of 1933, as amended. 22            The Audit Committee engages the Company’s independent registered public accounting firm, reviews the Company’s financial controls, evaluates the scope of the annual audit, reviews audit results, consults with management and the Company’s independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of the Company’s internal accounting controls and financial affairs. The Audit Committee met seven times in 2018.2020. Each member attended at least 75% of the Audit Committee meetings held in 2018.2020. 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 the Company’sour Investor Relations website athttps:at https://www.netflixinvestor.com/ir.netflix.net/governance/governance-docsgovernance-docs/default.aspx. Nominating and Governance CommitteeNOMINATING AND GOVERNANCE COMMITTEE The Nominating and Governance Committee of the Board consists of threetwo non-employee directors, Messrs. Hoag (Chair) and Smith andSmith. Ambassador Rice each of whomserved 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. In December 2018, Ambassador Rice replaced Mr. Barton on the Committee. The Nominating and Governance Committee reviews and approves candidates for election and to fill vacancies on the Board, includingre-nominations of members whose terms are due to expire, and reviews and provides guidance to the Board on corporate governance matters. The Nominating and Governance Committee met two times in 2018 and2020. Each member attended all the meetings were attended by all members, except for Ambassador Rice, who was not a member of the Nominating and Governance Committee at the time of the meetings held in 2018.2020, other than Mr. Smith who did not attend one meeting. The Board has adopted a written charter for the Nominating and Governance Committee, which is available on the Company’s Investor Relationsour investor relations website athttps://www.netflixinvestor.com/ir.netflix.net/governance/governance-docsgovernance-docs/default.aspx. Compensation Committee Interlocks and Insider Participation COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of the Company’sour executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on the Company’sour Board or Compensation Committee. No member of the Company’sour Board is an executive officer of a company in which one of the Company’sour executive officers serves as a member of the board of directors or compensation committee of that company. 11 TheIn 2020, the Compensation Committee consistsconsisted of Messrs. Belmer, Döpfner (from March 2020), Haley, and 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 relationship with the Company that required disclosure under Item 404 of RegulationS-K. In addition to Messrs. Belmer, Döpfner, Haley, and Hoag and Ms. Sweeney, the Company’s Chiefour 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.” Director IndependencePOLICY 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.   2021 PROXY STATEMENT           23 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: coordinating the activities of the independent directors, and authorization to call meetings of the independent directors; coordinating with the Co-Chief Executive Officers 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 Co-Chief Executive Officers about discussions among the independent directors; helping facilitate communication among the Co-Chief Executive Officers 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. 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. 24            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: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value on the date of grant. The table below sets forth information concerning the compensation of our non-employee directors during 2020. In each of 2018 and 2019, Compensia advised the Board on our compensation program for our Board for the upcoming year, based on a comparison against our peer group’s board compensation programs and other compensation-related developments. The prior time Compensia reviewed our Board’s compensation program was in 2015, and we adjusted our Board’s compensation program in 2016. We have not made any changes to the compensation program for our Board since then. Name    Option Awards ($)(1)      Total ($)   Richard N. Barton      376,943            376,943 (4)  Rodolphe Belmer      377,175            377,175 (5)  Mathias Döpfner      377,201            377,201 (6)  Timothy M. Haley      376,943            376,943 (7)  Jay C. Hoag      376,943            376,943 (8)  Leslie Kilgore      376,943            376,943 (9)  Strive Masiyiwa(2)      —            —   Ann Mather      376,943            376,943 (10)  Susan E. Rice(3)      377,017            377,017 (11)  Bradford L. Smith      376,943            376,943 (12)  Anne M. Sweeney      376,943            376,943 (13)  2021 PROXY STATEMENT           25 (1) Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 as shown below. Only options to purchase whole shares are granted with any remaining amount of the grant value carried over to the next monthly grant. The differences in option award values for each of Messrs. Belmer and Döpfner and Ambassador Rice reflect the different carryover amounts relating to the appointment month for each director. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2020 in our Form 10-K filed with the SEC on January 28, 2021. Grant Date Fair Value ($) 1/2/2020 29,336   2/3/2020 29,485   3/2/2020 29,407   4/1/2020 31,573   5/1/2020 31,800   6/1/2020 31,752   7/1/2020 32,038   8/3/2020 32,381   9/1/2020 32,127   10/1/2020 32,261   11/2/2020 32,618   12/1/2020 32,166   (2) Mr. Strive Masiyiwa was appointed to the Board on December 16, 2020 and did not receive a prorated grant of stock options. (3) Ambassador Susan Rice served on the Board through January 20, 2021. (4) Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2020 was 31,411. (5) Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 2020 was 4,078. (6) Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2020 was 4,654. (7) Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2020 was 37,361. (8) Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2020 was 34,162. (9) Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2020 was 11,240. (10) Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2020 was 16,401. (11) Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2020 was 4,426. (12) Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2020 was 23,407. (13) Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2020 was 8,240. 26            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. 2021 PROXY STATEMENT           27 Proposal 2 Our Auditors Ratification of Appointment of Independent Registered Public Accounting Firm 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 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):         2020      2019   Audit Fees    $ 5,351    $ 4,936 Audit-Related Fees      70      —   Tax Fees      2,096      2,927 Total    $ 7,517    $ 7,863 Audit Fees include amounts related to the audit of our annual financial statements and internal control over financial reporting, and quarterly review of the financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include amounts related to accounting consultations and services rendered in connection with the Company’s issuance of senior notes in 2020 and 2019, respectively, as well as fees for statutory audit filings. Audit-Related Fees include fees related to assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including attestation services that are not required by statute or regulation. Tax Fees include fees billed for tax compliance, tax advice and tax planning services. There were no other fees billed by Ernst & Young for services rendered to us, other than the services described above, in 2020 and 2019. The Audit Committee has determined that eachthe rendering of Messrs. Barton, Belmer, Döpfner, Haley, Hoagnon-audit services by Ernst & Young 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 Smith,permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax and Mses. Kilgore, Mather, Riceother services. Pre-approval is generally provided for up to one year, and Sweeneyany pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent underregistered 2021 PROXY STATEMENT           29 public accounting firm in accordance with this pre-approval, and the applicable rulesfees 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 SEC and the listing standardsmajority of the NASDAQ Stock Market;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 every membernot 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. 30            Report of the Audit Committee Compensation of the Board The Audit Committee engages and Nominatingsupervises the Company’s independent registered public accounting firm and Governanceoversees 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 independent directoropinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in accordancethe 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 those standards. See “Proceduresthe 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 Approvalaudit 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 Related Party Transactions”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 this Proxy Statementthe annual report on Form 10-K for more information.the year ended December 31, 2020, for filing with the Securities and Exchange Commission. ConsiderationAudit Committee of Director Nomineesthe Board Richard N. Barton Leslie Kilgore Ann Mather   2021 PROXY STATEMENT           31 OUR COMPANY                      EXECUTIVE OFFICERS                      Our executive officers as of April 23, 2021 are as follows: Stockholder Nominees The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for membership on the Board as described belowabove under “Identifying and Evaluating Nominees for Directors.” Any stockholder nominations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name and qualifications for Board membership. In addition, they should be submitted within the time frame as specified under “Stockholder Proposals” above and mailed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary. Our bylaws provide a proxy access right for stockholders, pursuant to which a stockholder, or a group of up to 20 stockholders, owning at least three percent of outstanding shares of our common stock continuously for at least three years, may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in our bylaws. Director Qualifications In discharging its responsibilities to nominate candidates for election to the Board, the Nominating and Governance Committee has not specified any minimum qualifications for serving on the Board. However, the Nominating and Governance Committee endeavors to evaluate, propose and approve candidates with business experience, diversity as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas that may be expected to contribute to an effective Board. With respect to diversity, the committee may consider such factors as differences in viewpoint, professional experience, education, international experience, skills and other individual qualifications and attributes that contribute to board heterogeneity, including characteristics such as gender, race and national origin. 12 2021 PROXY STATEMENT           19 Identifying and Evaluating Nominees for Directors The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, stockholders or other persons. These candidates are evaluated at meetings of the Nominating and Governance Committee as necessary and discussed by the members of the Nominating and Governance Committee from time to time. Candidates may be considered at any point during the year. As described above, the Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder. Our Board Evaluation Process OUR BOARD EVALUATION PROCESS Each year, our Board conducts a self-evaluation process to help assure and enhance its performance. This process is overseen by the Nominating and Governance Committee, and involves interviews of each director by our General Counsel.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 the Company’sour business and (c) performance of individualthe directors and quality of Board discussions. CommunicationsHow We Govern and are Governed OUR APPROACH TO CORPORATE GOVERNANCE Corporate Governance Philosophy Netflix operates in a dynamic industry and has been in a state of constant innovation since inception. We have redefined how people watch video—first through DVD-by-mail, then streaming video, and now as one of the world’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 our 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.   20            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 providesrepresentatives 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 processdesire 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 send communicationshave a voice on issues where there is strong consensus. We will continue to the Board. Information regarding stockholder communications with the Board can be found on the Company’s Investor Relations website athttps://www.netflixinvestor.com/governance/governance-docs. Policy Regarding Director Attendance at the Annual Meetingmonitor and evaluate this issue.   The Company’s policy regarding directors’ attendance at the annual meetings of stockholders and their attendance record at last year’s annual meeting of stockholders can be found on the Company’s Investor Relations website athttps://www.netflixinvestor.com/governance/governance-docs. 2021 PROXY STATEMENT           21 The Role of the Board in Risk Oversight THE ROLE OF THE BOARD IN RISK OVERSIGHT The Board’s role in the Company’sour risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks. The Board as a whole primarily deals with matters related to strategic and 13 operational risk. The Audit Committee deals with matters of financial and legal risk, including cybersecurity risk. The Compensation Committee addresses risks related to compensation and other talent-related matters. The Nominating and Governance Committee manages risks associated with Board independence and corporate governance. Committees report to the full Board regarding their respective considerations and actions. Throughout 2020, in response to the COVID-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’s Leadership StructureBoard 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 the Exchange Act and an outside director under section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee reviews and approves all forms of compensation to be provided to 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.   22            The Audit Committee engages the Company’s independent registered public accounting firm, reviews the Company’s financial controls, evaluates the scope of the annual audit, reviews audit results, consults with management and the Company’s independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of the Company’s internal accounting controls and financial affairs. The Audit Committee met seven times in 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. Smith who did not attend one meeting. The Board has adopted a written 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 our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or Compensation Committee. No member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors 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 relationship with the Company that required disclosure under Item 404 of Regulation 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. 2021 PROXY STATEMENT           23 THE BOARD’S LEADERSHIP STRUCTURE The Board combines the role of Chairman and Chief Executive. While the Board reassesses maintaining the combined role from time to time, the Board believes that the ChiefMr. Hastings, a Co-Chief Executive Officer, is best situated to serve as Chairman because he is the director most familiar with the Company’sour 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 ChiefCo-Chief Executive Officer facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Jay Hoag as its lead independent director. As lead independent director, Mr. Hoag’s responsibilities include:   coordinating the activities of the independent directors, and is authorizedauthorization to call meetings of the independent directors;   coordinating with the chief executive officerCo-Chief Executive Officers 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 officerCo-Chief Executive Officers about discussions among the independent directors;   helping facilitate communication betweenamong the chief executive officerCo-Chief Executive Officers 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. How to Communicate with Us 14COMMUNICATIONS 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. 24            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: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value on the date of grant. The table below sets forth information concerning the compensation of our non-employee directors during 2020. In each of 2018 and 2019, Compensia advised the Board on our compensation program for our Board for the upcoming year, based on a comparison against our peer group’s board compensation programs and other compensation-related developments. The prior time Compensia reviewed our Board’s compensation program was in 2015, and we adjusted our Board’s compensation program in 2016. We have not made any changes to the compensation program for our Board since then. Name    Option Awards ($)(1)      Total ($)   Richard N. Barton      376,943            376,943 (4)  Rodolphe Belmer      377,175            377,175 (5)  Mathias Döpfner      377,201            377,201 (6)  Timothy M. Haley      376,943            376,943 (7)  Jay C. Hoag      376,943            376,943 (8)  Leslie Kilgore      376,943            376,943 (9)  Strive Masiyiwa(2)      —            —   Ann Mather      376,943            376,943 (10)  Susan E. Rice(3)      377,017            377,017 (11)  Bradford L. Smith      376,943            376,943 (12)  Anne M. Sweeney      376,943            376,943 (13)  2021 PROXY STATEMENT           25 (1) Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 as shown below. Only options to purchase whole shares are granted with any remaining amount of the grant value carried over to the next monthly grant. The differences in option award values for each of Messrs. Belmer and Döpfner and Ambassador Rice reflect the different carryover amounts relating to the appointment month for each director. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2020 in our Form 10-K filed with the SEC on January 28, 2021. PROPOSAL TWO Grant Date Fair Value ($) 1/2/2020 29,336   2/3/2020 29,485   3/2/2020 29,407   4/1/2020 31,573   5/1/2020 31,800   6/1/2020 31,752   7/1/2020 32,038   8/3/2020 32,381   9/1/2020 32,127   10/1/2020 32,261   11/2/2020 32,618   12/1/2020 32,166   (2) Mr. Strive Masiyiwa was appointed to the Board on December 16, 2020 and did not receive a prorated grant of stock options. (3) Ambassador Susan Rice served on the Board through January 20, 2021. (4) Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2020 was 31,411. (5) Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 2020 was 4,078. (6) Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2020 was 4,654. (7) Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2020 was 37,361. (8) Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2020 was 34,162. (9) Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2020 was 11,240. (10) Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2020 was 16,401. (11) Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2020 was 4,426. (12) Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2020 was 23,407. (13) Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2020 was 8,240. 26            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. 2021 PROXY STATEMENT           27   Proposal 2 Our Auditors Ratification of Appointment of Independent Registered Public Accounting Firm 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 The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”), an independent registered public accounting firm, to audit the financial statements of Netflix, Inc.the Company for the year ending December 31, 2019. The Company is2021. 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 the Company’s Bylawsour bylaws require that stockholders ratify the selection of Ernst & Young as the Company’sour independent registered public accounting firm. However, the Company iswe 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 itsour stockholders. Principal Accountant Fees and Services PRINCIPAL ACCOUNTANT FEES AND SERVICES During 20182020 and 2017,2019, fees for services provided by Ernst & Young werewas as follows (in thousands):      2020      2019      2018      2017   Audit Fees    $ 4,343      $               3,957      $ 5,351    $ 4,936 Audit-Related Fees      70      —   Tax Fees      1,858        1,275        2,096      2,927               Total    $               6,201      $ 5,232      $ 7,517    $ 7,863               Audit Feesinclude amounts related to the audit of the Company’sour annual financial statements and internal control over financial reporting, and quarterly review of the financial statements included in the Company’sour Quarterly Reports onForm 10-Q. Audit fees also include amounts related to accounting consultations and services rendered in connection with the Company’s issuance of senior notes in 20182020 and 2017,2019, respectively, as well as fees for statutory audit filings. Audit-Related Fees include fees related to assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including attestation services that are not required by statute or regulation. Tax Fees include fees billed for tax compliance, tax advice and tax planning services. There were no other fees billed by Ernst & Young for services rendered to the Company,us, other than the services described above, in 20182020 and 2017.2019. The Audit Committee has determined that the rendering ofnon-audit services by Ernst & Young was compatible with maintaining their independence. 15 Policy on Audit CommitteePOLICY ON AUDIT COMMITTEE Pre-ApprovalPRE-APPROVAL of Audit and PermissibleOF AUDIT AND PERMISSIBLE Non-AuditNON-AUDIT Services of Independent Registered Public Accounting FirmSERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committeepre-approves all audit and permissiblenon-audit services provided by the Company’sour independent registered public accounting firm. These services may include audit services, audit-related services, tax and other services.Pre-approval is generally provided for up to one year, and anypre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered 2021 PROXY STATEMENT           29 public accounting firm in accordance with thispre-approval, and the fees for the services performed to date. The Audit Committee may alsopre-approve particular services on acase-by-case basis. During 2018,2020, services provided by Ernst & Young werepre-approved by the Audit Committee in accordance with this policy. Required Vote The affirmative vote of the majority of the Votes Cast is required for ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.2021. 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. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST 30            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 & YOUNGYoung LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER(“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, 2019.2020 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   16 2021 PROXY STATEMENT           31 OUR COMPANY                      EXECUTIVE OFFICERS                      Our executive officers as of April 23, 2021 are as follows: Executive Officers Position Reed Hastings 60 Co-Chief Executive Officer, President, and Chairman of the Board David Hyman 55 Chief Legal Officer and Secretary Jessica Neal(1) 44 Chief Talent Officer Spencer Neumann 51 Chief Financial Officer Greg Peters 50 Chief Operating Officer and Chief Product Officer Bozoma Saint John 44 Chief Marketing Officer Ted Sarandos 56 Co-Chief Executive Officer and Chief Content Officer Rachel Whetstone 53 Chief Communications Officer For more information about Messrs. Hastings and Sarandos, see “Proposal One: Our Board of Directors—Election of Directors—Who We Are.” Information about our other executive officers is set forth below:      DAVID HYMAN CHIEF LEGAL OFFICER AGE: 55 About: As Chief Legal Officer, David is responsible for all legal and public policy matters for the Company. He also serves as the Company’s Secretary. Also... David practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, DC. He earned his JD and Bachelor’s degrees from the University of Virginia. Career Snapshot: •  Chief Legal Officer and Secretary of Netflix (since 2002) Prior: •  General Counsel of Webvan, an online internet retailer      JESSICA NEAL CHIEF TALENT OFFICER AGE: 44 About: Jessica leads the team that maintains the Company’s unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth. Also... Jessica is a Netflix veteran, starting at the company in 2006 when DVD was king and streaming just a dream, and has been heavily involved in improving the Netflix culture as the company grew. After roles at Coursera and Scopley, she rejoined the Netflix team in her current role. Jessica joined the JFrog board in 2020 and served as a board member for the Association of Talent Development from 2016 to 2019. Career Snapshot: •  Chief Talent Officer at Netflix (since 2017) Prior: •  Chief People Officer at Scopely, a leading player in the mobile gaming industry (2015-2017) •  Head of Human Resources at Coursera, which provides online access to the world’s best university courses (1) Ms. Neal will be departing from the Company in May 2021. 34            PROPOSAL THREE          ADVISORY SPENCER NEUMANN CHIEF FINANCIAL OFFICER AGE: 51 About: Spencer was named CFO of Netflix in January of 2019, utilizing his finance, strategy, and accounting experience in media, entertainment and service oriented companies to continue to build on the company’s track record of success and innovation. Also... Spencer also worked at the private equity firms of Providence Equity Partners and Summit Partners. Additional positions at The Walt Disney Company, which he initially joined in 1992, included executive vice president of the ABC Televisions Network and CFO of the Walt Disney Internet Group. He is a member of the national board of directors of Make-A-Wish America. Spencer holds both a B.A. in economics and an M.B.A. from Harvard University. Career Snapshot: •  CFO of Netflix (since 2019) Prior: •  CFO of Activision Blizzard, a video gaming company (2017-2019) •  CFO and executive vice president of Global Guest Experience of Walt Disney Parks and Resorts, among other positions at the Walt Disney Company, a diversified multinational media and entertainment company (2012-2017)        GREG PETERS CHIEF OPERATING OFFICER AND CHIEF PRODUCT OFFICER AGE: 50 About: As Chief Operating Officer and Chief Product Officer, Greg oversees global operations and leads the product team, which designs, builds and optimizes the Netflix experience including applications and user interfaces. Also... Greg previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. He holds a degree in physics and astronomy from Yale University. Greg joined the board of 2U, Inc., a global leader in education technology, in March of 2018. Career Snapshot: •  Chief Operating Officer (since July 2020) and Chief Product Officer of Netflix (since 2017) Prior: •  International Development Officer of Netflix (2015-2017) •  Chief Streaming and Partnerships Officer of Netflix •  Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company 2021 PROXY STATEMENT           35    BOZOMA SAINT JOHN CHIEF MARKETING OFFICER AGE: 44 About: Bozoma was appointed Chief Marketing Officer in August 2020. Also... Bozoma has been recognized for her breakthrough work by both the industry and her peers, having been inducted into the American Advertising Federation Hall of Achievement in 2014. Additionally, Bozoma serves on the boards of Girls Who Code and Vital Voices and in March 2017, she was named as a Henry Crown Fellow by the Aspen Institute. She holds a BA in English and African American Studies from Wesleyan University. Career Snapshot: •  Chief Marketing Officer of Netflix (since August 2020) Prior: •  Chief Marketing Officer of Endeavor, a talent and media agency (2018-2020) •  Chief Brand Officer at Uber, a multinational ride-sharing company (2017-2018) •  Head of Global Consumer Marketing, Apple Music & iTunes (2014-2017)    RACHEL WHETSTONE CHIEF COMMUNICATIONS OFFICER AGE: 53 About: Rachel leads our public relations globally. Also... Rachel has spent the last 20 years working on communications and policy issues for US companies. She also serves as a director of Udacity. Rachel is a graduate of Bristol University and spent the first half of her career working as a policy advisor for the UK Conservative Party. Career Snapshot: •  Chief Communications Officer at Netflix (since 2018) Prior: •  Vice President of Communications at Facebook, a social media and technology company (2017-2018) •  Senior Vice President of Communications & Public Policy at Uber, a multinational ride-sharing company (2015-2017) •  Senior Vice President of Communications & Public Policy at Google, an internet-related services and products company (2005-2015) There are no family relationships among any of our directors, nominees for director and executive officers. 36            Proposal 3 Our Pay Advisory Approval of Executive Officer Compensation THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” APPROVAL OF OUR EXECUTIVE OFFICER COMPENSATION DISCLOSED IN THIS PROXY STATEMENT. As required by section 14A of the Securities Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to cast anon-binding advisory vote on the compensation of our named executive officers,Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC (also referred to as“say-on-pay”). We currently hold our advisory say-on-pay vote every year. Stockholders will have an opportunity to cast an advisory vote on the frequency of say-on-pay votes at least every six years. We currently expect that the next advisory vote on the frequency of the say-on-pay votes will occur at the 2023 annual meeting of stockholders. As described in our Compensation Discussion and Analysis, we have adopted an executive compensation philosophy designed to attract and retain outstanding performers. The Company’sOur compensation practices are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position, as well as the performance and unique qualifications of the individual employee, rather than by seniority or overall Company performance. Required Vote The affirmative vote of the majority of the Votes Cast is required to approve the compensation of our named executive officersNamed Executive Officers disclosed in this Proxy Statement. The vote is an advisory vote, and therefore not binding. Netflix Recommendation   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF OUR EXECUTIVE OFFICER COMPENSATION DISCLOSED IN THIS PROXY STATEMENT. 17 PROPOSAL FOUR   STOCKHOLDER PROPOSAL The Board unanimously recommends that the stockholders vote “FOR POLITICAL DISCLOSURE” approval of our executive officer compensation disclosed in this Proxy Statement. In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal. Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, the beneficial owner of no less than 700 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of her intent to present the following proposal at the Annual Meeting. 38            RESOLVED, that the shareholders of Netflix Inc. (“Netflix” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s: 1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.COMPENSATION DISCUSSION                     2. Monetary andnon-monetaryAND ANALYSIS                      contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: The identity of the recipient as well as the amount paid to each; and The title(s) of the person(s) in the Company responsible for decision-making. The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. Supporting Statement   As long-term shareholders of Netflix, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, “Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Publicly available records show Netflix has contributed at least $30,000 in corporate funds since the 2010 election cycle (CQMoneyline: http://moneyline.cq.com; National Institute on Money in State Politics: http://www.followthemoney.org). However, relying on publicly available data does not provide a complete picture of the Company’s electoral spending. For example, the Company’s payments to trade associations that may be used for 18 election-related activitiesA MESSAGE FROM THE COMPENSATION COMMITTEE CHAIR 2020 presented unprecedented challenges, with effects of the COVID-19 pandemic felt around the world by nearly every business. Our executive officers demonstrated strong leadership in navigating the pandemic, acting quickly to implement measures to care for the health and safety of our employees, to continue providing great content for our members, and to promote the financial strength of our company for our stockholders. In response to stockholder feedback, we aimed to more clearly explain our compensation program in our compensation disclosures last year and updated our insider trading policy to prohibit certain hedging and pledging transactions. The Board, alongside management, continued to actively engage with stockholders throughout 2020 to ensure we are undisclosedaddressing relevant questions and unknown. This proposal asks the Companyconcerns, to disclose allseek input, and to provide perspective on our policies and practices. We discussed a broad spectrum of its electoral spending,topics, including payments to trade associationsenvironmental, social and othertax-exempt organizations, which may be used for electoral purposes. This would bringgovernance matters; diversity, equity and inclusion; and our Company in line withexecutive compensation program. We have heard from a growing number of leading companies, including salesforce.com Inc., Alphabet Inc.,our stockholders that the enhanced disclosures and Microsoft Corp., which present this information on their websites. The Company’s Boardhave been helpful to stockholders and shareholders need comprehensive disclosure to fully evaluate the useresulted in a better understanding of corporate assets in elections. We urge your support for this critical governance reform. Please vote for: Political Disclosure - Proposal 4 Netflix Opposing Statement our compensation program. The Board hasand Compensation Committee considered the input from our stockholders and the results of our annual Say-on-Pay vote and continue to strongly believe that our compensation program’s design is a significant contributor to Netflix’s success and is highly aligned with stockholder proposalinterests. Therefore, we are not making material changes to the executive compensation program for 2021. The Compensation Committee will continue to explore ways that we can implement changes to the program desired by some stockholders while preserving the program’s general design and for the reasons described below, believes that the proposal is not in the best interests ofvalue to Netflix and our stockholders. We will also continue to provide transparent disclosures about our compensation program and to solicit input from our stockholders. Political contributionsThank you for being a stockholder and joining us on this journey to change the way people are already publicly disclosed. Indeed, federalentertained. We appreciate your commitment to Netflix and all 50 state election laws require eitherwe will continue to endeavor to make your commitment worthwhile. Tim Haley Compensation Committee Chairperson OUR COMPANY AND 2020 PERFORMANCE Netflix is one of the contributor orworld’s leading entertainment services with approximately 208 million paid memberships in over 190 countries. We launched our streaming service in 2007, and have since added increasing amounts of content that enable consumers to enjoy entertainment directly on their internet-connected screens. Our content is increasingly exclusive and curated and includes our own original programming. We believe that Netflix remains a growth venture, even though we have been a public company for nearly 20 years. We added a record 37 million paid memberships in 2020, representing an increase of 31% over the recipient campaign or committeeprior year and achieved approximately $25 billion in revenue, representing 24% year-over-year growth. Our profitability also improved, with operating income rising 76% year over year while operating margins increased from 13% to publicly file reports disclosing such contributions.18%. We manage our business for the long term with a focus on stockholder value creation. Consistent with this approach, our annualized total stockholder return since our initial public offering in 2002 through December 31, 2020 was 40%. In 2020, we continued to invest heavily in content to great success. As for other political organizations that are not subjectnoted in our investor letters, some of our big hits included new series like Tiger King: Murder, Mayhem and Madness, The Queen’s Gambit, and Bridgerton. Season four of the critically acclaimed The Crown was its biggest season so far and new seasons of Ozark and La Casa de Papel (aka, Money Heist) continued to these election laws, they are required to publicly disclose to the IRS the contributions they receive. The IRS in turn makes those disclosures available on its website. Groups,entertain our members. Original films premiered a wide variety of successes such as those cited by the proponent (i.e., CQMoneyLineThe Old Guard, Extraction, and the National Institute on Money in State Politics) aggregate these disclosures madeThe Midnight Sky. We continued to the various jurisdictions and post them on their easily searchable public websites, making the search by interested shareholders that much more convenient. The Proposal’s accompanying supporting statement also suggests that the proponent is concerned about trade association or 501(c)(4)non-profit payments, which could be used for electoral purposes. The Internal Revenue Code prohibits these entities from having political activities as their primary purpose. Rather, trade association memberships provide significant benefits to the Corporation by giving it access to business, technical and industry expertise and by advancing Netflix’s commercial interests. Trade associations are independent organizations representing a variety of members, and may take political or policy positions we do not share. Requiring Netflix to disclose payments to trade associations gives the false appearance that the trade associations’ political activities, if any, are attributable to the us. For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix orexpand our stockholders, and recommends that you vote “AGAINST” Proposal Four. Required Votelocal language   The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The proposal is precatory and, accordingly, is not binding on the Board or the Company. Netflix Recommendation THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL REGARDING POLITICAL DISCLOSURE. 19 PROPOSAL FIVE40         STOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE     In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal. John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA: 90278, the beneficial owner of 50 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of his intent to present the following proposal at the Annual Meeting. RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. Supporting Statement Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. This proposal won more than 70% support4-times at Netflix since 2011: 2016-82% 2015-80% 2013-81% 2011-72% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed. Richard Barton and Bradford Smith were also on the governance committee. Currently a 1%-minority can frustrate the will of our 66%-shareholder majority in an election with 67% of shares casting ballots. In other words a 1%-minority could have the power to prevent shareholders 20 from improvingcontent, which was not only impactful in the governing ruleshome country but was enjoyed around the globe. As a testament to the quality of our company. Thisprogramming, our titles were nominated for 160 Emmys and an industry-leading 36 Academy Award nominations within the last year. We’re also proud to lead the industry in nominations at both the 2021 NAACP Image Awards (53 nominations) and the GLAAD Media Awards (26 nominations). We are also producing content from countries all over the world as we believe great stories can come from anywhere and can be particularly important during periodsenjoyed everywhere. STOCKHOLDER ENGAGEMENT AND THE 2020 SAY-ON-PAY VOTE RESULT In 2020, 61.5% of voted shares approved the compensation of our Named Executive Officers. At the time of the vote in 2020, the Compensation Committee had already approved the design of our 2020 executive compensation program. The Compensation Committee reviewed these voting results, and in response, members of the Compensation Committee and management underperformance and/or an economic downturn. Currentlyengaged with stockholders to solicit feedback regarding our compensation program. In the rolefall of shareholders2020, we invited stockholders representing approximately 47% of our shares outstanding to engage with us on a variety of issues, specifically including executive compensation. We held 10 virtual meetings in the fall of 2020 with stockholders representing approximately 25% of our common stock outstanding, including stockholders that did not support our 2020 vote. 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 compensation matters, the discussions also focused 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. These meetings reconfirmed that ESG and diversity, equity and inclusion matters were increasingly top of mind for our investors. Investors expressed a desire to see improved disclosure on environmental and social matters, which the recent hire of our Sustainability Officer is downsized because management can tell shareholdersintended to get losthelp address. We have also recently increased our disclosure about these topics partly in response to a 66% shareholder voteinvestor feedback by publishing an Inclusion Report in January 2021 along with our EEO-1 data and ESG reports. This and other ESG information is available on certain important issues.our Investor Relations website at ir.netflix.net. Please vote yes: Simple Majority Vote-Proposal [5]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. Regarding governance, investors understood our rationale for our governance structure, even if they disagreed with it. Netflix Opposing StatementThe 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.     Our Compensation Committee considered stockholder feedback in its deliberations regarding 2021 compensation and will continue to consider feedback in ongoing executive compensation decisions.   The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders. The Board believes that this stockholder proposal seeking to adopt a simple majority vote in all cases requiring more than a simple majority would not be in the best interests of the Company and its stockholders. A simple majority vote requirement already applies to most corporate matters submitted to a vote of the Company’s stockholders. The Company’s Restated Certificate of Incorporation and Bylaws do, however, require a 66 2/3% “supermajority” vote for certain fundamental changes to the corporate governance posture of the Company, including the procedures for calling stockholder meetings, nominating directors for election, altering the size of the Board and removing directors. The supermajority voting requirements were adopted by our stockholders and were intended to preserve and maximize the value of the Company for all stockholders and to provide protection for all stockholders against self-interested actions by one or a few large stockholders. The Board continues to believe these requirements are appropriate and in the best interest of all stockholders; therefore, the Board opposes this stockholder proposal. For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Five. Required Vote The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The proposal is precatory and accordingly, is not binding on the Board or the Company. Netflix Recommendation THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL FOR SIMPLE MAJORITY VOTE. 21 2021 PROXY STATEMENT           41 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT2020 NAMED EXECUTIVE OFFICERS The following table sets forth certain information known toThis Compensation Discussion and Analysis describes the Company with respect to beneficial ownership ofcompensation program for our common stock as of April 8, 2019 by (i) each stockholder that the Company knows is the beneficial owner of more than 5% of our common stock, (ii) each directorNamed Executive Officers. During 2020, these individuals were: Reed Hastings, Co-Chief Executive Officer, President, and nominee for director, (iii) eachChairman of the executive officers named in the “Summary Executive Compensation” table, which we refer to as the Named Executive Officers, and (iv) all executive officers and directors as a group. The Company has relied upon information provided to the Company by its directors and Named Executive Officers and copies of documents sent to the Company that have been filed with the SEC by others for purposes of determining the number of shares each person beneficially owns. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes those persons who have voting or investment power with respect to the securities. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of the Company’s common stock beneficially owned by them. Shares of the Company’s common stock subject to options that are currently exercisable or exercisable within 60 days of April 8, 2019 are also deemed outstanding for purposes of calculating the percentage ownership of that person, and if applicable, the percentage ownership of the executive officers and directors as a group, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Unless otherwise indicated, the address for each stockholder listed in the table below is c/o Netflix, Inc., 100 Winchester Circle, Los Gatos, CA 95032. Name and Address   Number of Shares   Beneficially Owned     Percent of Class   The Vanguard Group, Inc.(1) 100 Vanguard Blvd Malvern, PA 19355     31,351,391       7.17%   BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055     27,229,446       6.23%   FMR LLC(3) 245 Summer Street Boston, MA 02213     25,791,804       5.90%   Capital Research Global Investors(4) 333 South Hope Street Los Angeles, CA 90071     25,691,576       5.88%   Reed Hastings(5)     10,060,095       2.28%   Jay C. Hoag(6) 250 Middlefield Road Menlo Park, CA 94025     4,989,977       1.14%   Ted Sarandos(7)     490,692       *    Greg Peters(8)     237,668       *    David Wells(9)     195,660       *    Richard N. Barton(10)     80,709       *    Kelly Bennett(11)     52,882       *    Leslie Kilgore(12)     46,040       *    Ann Mather(13)     38,960       *    22Board Name and Address   Number of Shares   Beneficially Owned     Percent of Class   Timothy M. Haley(14) c/o Redpoint Ventures 3000 Sand Hill Road Building 2, Suite 290 Menlo Park, CA 94025     34,046       *    Bradford L. Smith(15)     20,092       *    Anne M. Sweeney(16)     7,925       *    Rodolphe Belmer(17)     2,899       *    Susan E. Rice(18)     2,448       *    Mathias Döpfner(19)     1,363       *    All directors and executive officers as a group (19 persons)(20)     16,473,714       3.72%                       *• Less than 1% of the Company’s outstanding shares of common stock.Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer(1)   (1) As of February 11, 2019, based on information provided by The Vanguard Group, Inc. in the Schedule 13G filed February 11, 2019. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 30,735,169 shares, shared dispositive power with respect to 616,222 shares, sole voting power with respect to 533,045 shares and shared voting power with respect to 95,093 shares. (2) As of December 31, 2018, based on information provided by BlackRock, Inc. in the Schedule 13G filed January 2, 2019. Of the shares beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to all of the shares and sole voting power with respect to 23,586,488 shares. (3) As of December 31, 2018, based on information provided by FMR LLC in the Schedule 13G filed on February 13, 2019. Of the shares beneficially owned, FMR LLC reported that it has sole voting power with respect to 4,660,165 and sole dispositive power with respect to all of the shares. (4) As of December 31, 2018, based on information provided by Capital Research Global Investors in the Schedule 13G filed February 13, 2019. Of the shares beneficially owned, Capital Research Global Investors reported that it has sole dispositive power and sole voting power with respect to all of the shares. (5) Includes options to purchase 4,501,148 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the holder of 5,558,947 of the Company’s shares. (6) Includes (i) 2,313,810 common shares that are directly held by TCV VII, L.P. (“TCV VII”), (ii) 1,201,602 common shares that are directly held by TCV VII (A), L.P. (“TCV VII (A)”), (iii) 20,008 common shares that are directly held by TCV Member Fund, L.P. (“Member Fund”), (iv) 640,434 common shares that are directly held by Orange Investor, L.P. (“Orange Investor”), (v) 172,704 common shares that are directly held by Orange Investor (A), L.P. (“Orange Investor (A)”), (vi) 39,777 common shares that are directly held by Orange Investor (B), L.P. (“Orange Investor (B)”), (vii) 47,085 common shares that are directly held by Orange (MF) Investor, L.P. (“Orange Investor (MF)”), (viii) options to purchase 51,966 common shares held by Jay C. Hoag, (ix) 421,836 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and (x) 80,755 common shares held by Hamilton Investments Limited Partnership (“Hamilton Investments”). Jay C. Hoag and seven 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 23Spencer Neumann, Chief Financial Officer the general partner of TCM VII, which is the general partner of TCV VII and TCV VII (A). Management VII is also a general partner of Member Fund. The Class A Directors of Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, TCV VII (A) and Member Fund, but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Mr. Hoag and six other individuals are Class A Directors of Technology Crossover Management VIII, Ltd. (“Management VIII”) and limited partners of Technology Crossover Management VIII, L.P. (“TCM VIII”). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC (“Orange GP”), which in turn is the sole general partner of Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor. The Class A Directors of Management VIII and TCM VIII may be deemed to beneficially own the shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor are also pledged as collateral for a third party debt facility. Mr. Hoag has the sole power to dispose and direct the disposition of the options and any shares issuable upon exercise of the options, and the sole power to direct the vote of the shares of common stock to be received upon exercise of the options. However, with respect to the options, Mr. Hoag has transferred to TCV VII Management, L.L.C. (“TCV VII Management”) and TCV VIII Management, L.L.C. (“TCV VIII Management” 100% of the pecuniary interest in such options and any shares to be issued upon exercise of such options. Mr. Hoag is a member of TCV VII Management and TCV VIII Management but disclaims beneficial ownership of such options and any shares to be received upon exercise of such options except to the extent of his pecuniary interest therein. Mr. Hoag is a trustee of the Hoag Family Trust and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Hoag Family Trust. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments and may be deemed to have the sole power to dispose or direct the disposition of the shares held by Hamilton Investments. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.   (7)• Includes options to purchase 490,692 shares. (8) Includes options to purchase 224,578 shares. (9) Includes options to purchase 195,660 shares. (10) Includes options to purchase 53,604 shares. Mr. Barton is a trustee of the Barton Family Foundation, which is the holder of 20,000 of the Company’s shares. (11) Includes options to purchase 52,882 shares. (12) Includes options to purchase 10,844 shares. (13) Includes options to purchase 38,960 shares. (14) Includes options to purchase 34,046 shares. (15) Includes options to purchase 20,092 shares. (16) Includes options to purchase 7,925 shares. (17) Includes options to purchase 2,899 shares. (18) Includes options to purchase 2,448 shares. (19) Includes options to purchase 1,338 shares. (20) Includes, without duplication, the sharesGreg Peters, Chief Operating Officer and options listed in footnotes (5) through (19) above.Chief Product Officer(1)   24David Hyman, Chief Legal Officer COMPENSATION DISCUSSION AND ANALYSIS Philosophy   The Company’s compensation philosophy is premised on the Company’s desire to attract and retain outstanding performers. As such, the Company aimsRachel Whetstone, Chief Communications Officer COMPENSATION PHILOSOPHY We aim to provide highly competitive compensation packages for all itsour key positions, including itsour Named Executive Officers. The Company’sOur compensation practices are guided by market rates andalso 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.we grant. Determining Executive Compensation This Compensation Discussion and Analysis describes the compensation programs for the Company’s Named Executive Officers. During 2018, these individuals were: Reed Hastings, Chief Executive Officer David Wells, former Chief Financial Officer Greg Peters, Chief Product Officer Ted Sarandos, Chief Content Officer Kelly Bennett, Chief Marketing Officer Mr. Wells’s employment with the Company ended on January 18, 2019. On March 7, 2019, the Company announced that Mr. Bennett intends to resign as Chief Marketing Officer pending the appointment of his replacement. In 2018, the Company’s compensation program for Named Executive Officers centered around two components: salary and stock options. The compensation associated with each of these components was expressed in a dollar-denominated amount and was allocated among these components, as described below. In determining the compensation for its Named Executive Officers, the Compensation Committee (A) reviews and considers the performance of each Named Executive Officer and (B) considers, for each Named Executive Officer, the estimated amount of compensation: (i) the Company would be willing to pay to retain that person; (ii) the Company would have to pay to replace the person; and (iii) the individual could otherwise command in the employment marketplace. The Chief Executive Officer, in consultation with the Chief Talent Officer, reviews comparative data derived from market research and publicly available information for each of the Named Executive Officers. The Chief Executive Officer then makes recommendations to the Compensation Committee 25 regarding compensation for each Named Executive Officer. The Compensation Committee reviews and discusses the information and then determines a dollar-denominated amount availableaims for allocation to the compensation components described above (“allocatable compensation”) for each Named Executive Officer, as it deems appropriate.program to be simple to understand and administer, to be transparent to both stockholders and executive officers, and to create a long-term alignment between our stockholders and our executive officers. The Chief Executive Officer’sOur compensation is determinedpractices are evaluated by the Compensation Committee outside the presence of the Chief Executive Officer. The Committee’s decision regarding compensation for the Chief Executive Officer is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the Chief Executive Officer in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management. In establishing the Chief Executive Officer’s compensation, the Compensation Committee is also mindful of the results of the stockholder’s Advisory Vote on Executive Compensation for the prior year. In determining compensation for 2018, the Compensation Committee retained Compensia, a management consulting firm providing executive compensation advisory services, to help the Committee assess the competitiveness of the Chief Executive Officer’s compensation, obtain a general understanding of chief executive compensation practices in the marketplace, and as a resource for its deliberations concerning the Chief Executive Officer’s specific compensation. The Compensation Committee did not use the information from Compensia, however, with the goal of setting a specific target compensation level based upon percentiles derived from such other companies. In 2017 and 2018, the Compensation Committee worked with Compensia in determining an appropriate peer group of companies. There were minimal changes in the peer group from 2017 to 2018, with DISH replacing Dolby to reflect the Company’s continued orientation toward media companies and consumer-facing technology companies. The peer group for 2018 was comprised of the following companies: Activision Blizzard, Adobe Systems, AMC Networks, CBS, Discovery Communications, DISH Network, eBay, Electronic Arts, Lions Gate Entertainment, PayPal Holdings, salesforce.com, Scripps Networks Interactive, Sirius XM Holdings, The Priceline Group, Time Warner, Twenty-first Century Fox, Twitter, Viacom, Walt Disney and Workday. The peer group for 2017 was comprised of the following companies: Activision Blizzard, Adobe Systems, AMC Networks, CBS, Discovery Communications, Dolby Laboratories, eBay, Electronic Arts, Lions Gate Entertainment, PayPal Holdings, salesforce.com, Scripps Networks Interactive, Sirius XM Holdings, The Priceline Group, Time Warner, Twenty-first Century Fox, Twitter, Viacom, Walt Disney and Workday. Total fees paid to Compensia were less than $120,000 in each year. With respect to each of the Named Executive Officers, in determining compensation, the Compensation Committee considered the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each Named Executive Officer’s responsibilities and performance. The Company does not specifically benchmark compensation for its Named Executive Officers in terms of picking a particular percentile relative to other people with similar titles at peer group companies. The Company believes that many subjective factors unique to each Named Executive Officer’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination. In determining Mr. Sarandos’s 2018 compensation, the Committee considered his role in obtaining globally relevant content for the Company’s international expansion, his significant contributions to the Company’s original content strategy and buildout of the infrastructure to support that strategy, and the market demand for high-level content programming talent. In determining Mr. Wells’s 2018 compensation, the Committee considered his performance in managing the finance organization as the 26 Company’s business continues to evolve and grow internationally. In determining Mr. Peters’s 2018 compensation, the Committee considered his responsibility for the development and deployment of the Company’s increasing engineering systems and product offerings across the globe and in multiple languages, as well as the continued market demand for engineering talent, and increased his compensation accordingly. In determining Mr. Bennett’s 2018 compensation, the Committee considered his responsibilities for managing a global marketing team tasked with promoting the Company and its content slate, and in particular its original content, around the world. The Company’s compensation practices are evaluated on an ongoing basis to determine whether they are appropriate to attract, retain and reward outstanding performers. Such evaluations may result in refinements to the compensation program, including changes in how compensation is determined and awarded. Individual employee performance, COMPENSATION PROGRAM OVERVIEW The key elements of our compensation program applicable to the majority of our employees, 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 inand how they align with our compensation or, in the case of under performers, demotion, a reduction in compensation or termination. Elements of Executive Compensationphilosophy are as follows:   • Only two pay components, salary and stock options. Our compensation program consists of only base salary and stock options. It is the same program for our executive officers as it is for the majority of our employees. We use stock options as we believe that they correlate compensation with stockholder returns, and encourage a long-term perspective, especially given how we’ve designed the stock option allocation portion of our program in which employees can allocate cash compensation toward stock options. Importantly, as described below, our stock price needs to appreciate 40% before the employee is better off allocating cash to stock options. We do not use performance-based bonuses as we believe that they tend to incentivize specific, typically short-term focused behavior rather than encourage long-term stockholder value creation. For 2018, after determining the allocatable Personal Choice. We set a dollar-denominated annual compensation for each Named Executive Officer by the method described above, such amount for each individual was divided intoeligible employee (“allocatable compensation”) who can then choose to allocate any portion of that compensation amount toward (1) Effective July 14, 2020, Mr. Sarandos was appointed as Co-Chief Executive Officer, in addition to his role as Chief Content Officer, and Mr. Peters was appointed as Chief Operating Officer, in addition to his role as Chief Product Officer. Mr. Sarandos was also appointed to the Board as a Class III director effective July 14, 2020. Neither Mr. Sarandos nor Mr. Peters received an increase in compensation in connection with these appointments. 42            stock options. We believe that providing choice and flexibility helps us better compete for talent as the individual employee can customize their compensation to fit varying lifestyle needs. Monthly Grants. We grant stock options on the two key componentsfirst trading day of salary andeach month with the number of options granted based on the closing stock options. This allocation was made pursuantprice on that trading day (see formula below). We believe granting options monthly produces a dollar cost averaging effect—unlike annual grants which are more subject to the compensation preferencesvagaries of each Named Executive Officer, who allocated compensation between cashthe market—which helps reduce the potential negative impacts with employee distraction and stock options.morale. The amount allocated to stock options is referred to as the Minimum stock option allocation. The Company also providesgrants. Through 2020, in addition to the choice described above, each eligible employee, including executive officers, was awarded a minimum annual stock option allowance (equal(generally based upon 5% of their total allocatable compensation). Beginning in 2021, in an effort to maximize flexibility and personal choice for our employees, the minimum option grants have been eliminated for most employees and the value has been added to the employee’s total allocatable compensation. Objective and Transparent Stock Option Grant Formula. The number of monthly stock options granted is determined by the following formula: (the amount of an employee’s total annual stock option allocation/12) (the closing trading price of a share of our stock on the grant date x 0.40) For example: If our stock price is $500 on the date of grant and the recipient allocated $2,000 per month of their allocatable compensation to stock options, the recipient would receive 10 stock options with an exercise price of $500. $2000   =     2000   =   10 options with an exercise price of $500. $500*0.40   200 The stock price would need to rise to $700 (40% appreciation from $500) for the recipient to earn back the $2,000 of cash they traded for the options: $700 - $500 = $200 x 10 shares = $2,000 Anything below a 40% appreciation in the stock means that the employee would have been better off electing cash. We believe that this structure and the corresponding trade-off of current cash compensation for longer-term appreciation potential significantly aligns our employee interest with that of our stockholders. In 2020, each Named Executive Officer elected to allocate a portion of their cash compensation to our stock option program. Reed Hastings, our Co-Chief Executive Officer allocated 98% of his cash compensation toward our stock option program, Ted Sarandos, our Co-Chief Executive Officer allocated 39% of his cash compensation toward our stock option program, and the average election across our Named Executive Officers was 43%. Vested 10-year Stock Options. We grant fully vested 10-year stock options, which means that employees have 10 years from the date of grant to exercise their options. We believe a 10-year option life is important to encourage participation in the equity portion of our compensation program and reinforce a long-term focus. As the options must increase by 40% from the date of grant before they break even with the traded cash, as a practical matter, it takes time before it is worthwhile for an employee to exercise their vested options. We do not believe that vesting over a certain period of time and forced exercise upon termination creates a healthy environment or secures a high-performing workforce. We want our employees to stay at Netflix because they are 2021 PROXY STATEMENT           43 passionate about their roles and want to help Netflix be successful in the long run, rather than merely waiting for their options to vest. DETERMINING EXECUTIVE COMPENSATION MAGNITUDE We aim to pay all employees at the top of their personal market. We believe this helps us attract and retain the most talented employees from around the globe. To establish the top of personal market for each of our Named Executive Officers, the Compensation Committee (A) reviews and considers the performance of each Named Executive Officer and (B) considers, for each Named Executive Officer, the estimated amount of compensation: i. we would be willing to pay to retain that person; ii. we would have to pay to replace the person; and iii. the individual could otherwise command in the employment marketplace. Role of executive officers Each of our Co-Chief Executive Officers, in consultation with our Chief Talent Officer, reviews comparative data derived from publicly available market compensation information for each of the other Named Executive Officers. The Co-Chief Executive Officers then make a recommendation to the Compensation Committee regarding compensation for each other Named Executive Officer. The Compensation Committee reviews and discusses this information and the recommendation by the Co-Chief Executive Officers, and then determines a dollar-denominated amount available for allocation to salary and stock options for each such Named Executive Officer, as it deems appropriate. The Compensation Committee also approves the stock option allocation amount for each Named Executive Officer. Our Co-Chief Executive Officers’ compensation is determined by the Compensation Committee outside the presence of the Co-Chief Executive Officers. The Compensation Committee’s decision regarding compensation for the Co-Chief Executive Officers is based on the philosophy described above. It includes a review of comparative data, including the compensation paid by the companies in our compensation peer group to their chief executive officers and consideration of the accomplishments of the Co-Chief Executive Officers in developing the business strategy for the Company, the Company’s performance against this strategy, and the Co-Chief Executive Officers’ ability to attract and retain senior management. In establishing each Co-Chief Executive Officer’s compensation, the Compensation Committee is also mindful of the results of the Say-on-Pay vote for the prior year. Compensation for any given year is generally established at the end of the prior year. The 2020 compensation for our Named Executive Officers was determined at the end of 2019, and therefore, only Mr. Hastings, the sole Chief Executive Officer at the time, participated in the 2020 compensation determinations of the other Named Executive Officers as described above. Role of the compensation consultant In determining compensation for 2020, the Compensation Committee retained Compensia, Inc. (“Compensia”) a national compensation consulting firm to advise on executive and director compensation matters. Compensia provided various services to the Compensation Committee, including the review, analysis and update of our compensation peer group; the review and analysis of our Named Executive Officer compensation against competitive market data based on the companies in our compensation peer group; the review and analysis of our non-employee director compensation; advice on our equity plans and support on other ad hoc matters. 44            Peer group and benchmarking The Compensation Committee works with Compensia in determining an appropriate peer group of companies each year. In changes from 2019, Microsoft and Lions Gate Entertainment were removed for size (too large and too small, respectively) and Facebook was added consistent with Netflix’s continued growth, to better align Netflix with the median revenue and market capitalization of the peer group, and to continue to prioritize media and consumer-facing companies. Twenty-first Century Fox was removed due to its acquisition by Walt Disney. The compensation peer group for 2020 was composed of the following companies: 2020 Netflix Peer Group Activision Blizzard Facebook Adobe Systems Intuit Booking Holdings Oracle CBS PayPal Holdings Charter Communications salesforce.com Comcast Sirius XM Holdings Discovery Communications Viacom DISH Network VMWare eBay Walt Disney Electronic Arts With respect to each of our Named Executive Officers, in determining compensation, the Compensation Committee considered our compensation philosophy as described above, comparative market data and specific factors relative to each Named Executive Officer’s responsibilities and performance. We do not specifically benchmark compensation for our Named Executive Officers in terms of picking a particular percentile relative to other individuals with similar titles at peer group companies. The Compensation Committee 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. ELEMENTS OF EXECUTIVE COMPENSATION We use only salary and stock options, augmented by very limited perquisites, to compensate our Named Executive Officers. Across the broader employee base, we also use salary and stock options as our key compensation components to remain competitive within the marketplace. Similarly situated companies typically offer employees an equity component as part of their overall compensation package and as such, we believe it is important to provide this opportunity to our employees, including our Named Executive Officers. By permitting employees to request a customized combination of salary and stock options, we endeavor to tailor individuals’ compensation to their personal compensation preferences and thereby offer a more compelling compensation package. Cash Compensation As described above, our compensation program offers our Named Executive Officers the opportunity to select the proportion of cash and equity compensation they receive each year. While our Named Executive Officers generally have elected to receive a significant portion of their compensation in equity, the remaining compensation is paid in cash in the form of salary. 2021 PROXY STATEMENT           45 Stock Options We believe that equity ownership, including stock and stock options, helps align the interest of our Named Executive Officers with those of our stockholders and links executive compensation to long-term company performance. Furthermore, because the stock options are granted at the fair market value of our common stock on the date of the option grant and are not generally transferable, they are only of value to the recipient if the market value of our common stock increases after the date of grant, thereby directly linking compensation in the form of stock options to Company performance. Making option grants on a monthly basis provides employees with a “dollar-cost averaging” approach to the price of their option grants. By granting options each month rather than on a less frequent basis, we believe it alleviates to a great extent the arbitrariness of option grant timing and the potential negative employee issues associated with “underwater” options. Stock options are vested upon grant and can be exercised for up to ten years following grant regardless of employment status. We believe that the ten-year life of the options enhances their value for each employee and thereby encourages equity ownership in the Company, which is helpful in aligning employee and stockholder interests. We do not believe that staggered vesting of stock options or expiration of options closely following employment termination has a desirable impact on employee retention. Rather, we believe that creating and maintaining a high-performance culture and providing highly competitive compensation packages are the critical components for retaining employees, including our Named Executive Officers. Empirically, stock options have proven to be an effective way of creating long-term alignment between executives and stockholders. Even though the options are vested upon grant, our Named Executive Officers often do not exercise their options for an extended period of time. Other Components of Compensation In 2020, each Named Executive Officer, like all our full-time employees, was eligible to receive an additional $15,000 in annual compensation that may be used to defray the cost of health care benefits previously paid by us. This amount was increased to $16,000 for 2021. Any portion of this allowance not utilized toward the cost of health care benefits will be paid as salary, up to a maximum of $5,000. In addition to base salary and stock options, certain eligible U.S. employees, including our Named Executive Officers, have the opportunity to participate in our 401(k) matching program which enables them to receive a dollar-for-dollar Company match of up to 4% of his or her compensation to the 401(k) fund, subject to limitations under applicable law. Messrs. Neumann, Sarandos, and Hyman all participated in this program in 2020 and therefore we matched their 401(k) contributions as shown in the compensation tables of this Proxy Statement. We also maintain a group term life insurance policy for all full-time employees, including our Named Executive Officers. We permit our Named Executive Officers and their family members and guests to use our corporate aircraft for personal use and consider amounts related to such travel to be a perquisite. Additionally, our Named Executive Officers are permitted to use a company-provided car service under certain circumstances. We also pay for residential security measures and services for certain Named Executive Officers when deemed necessary. All of these perquisites are reflected in the “All Other Compensation” column of the Summary Compensation Table. 46            EXECUTIVE COMPENSATION IN 2020 Each year, we allow our Named Executive Officers to allocate their compensation between cash and stock options. Our Named Executive Officers continue to express their confidence in the Company and our growth strategy by electing to receive a substantial percentage of their compensation through at-risk stock option awards. These elections are made prior to the compensation year and are irrevocable. For 2020, the following elections were made by our Named Executive Officers: Named Executive Officer   Allocatable Compensation ($)(1)   Amount of Allocatable Compensation Elected to be received as Stock Options (%)(1)   Amount of Allocatable Compensation Elected to be received as Cash Salary (%) Reed Hastings, Co-Chief Executive Officer, President, Chairman of the Board       33,000,000       98.0       2.0 Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer       33,000,000       39.4       60.6 Spencer Neumann, Chief Financial Officer       11,000,000       45.0       55.0 Greg Peters, Chief Operating Officer and Chief Product Officer       18,000,000       33.3       66.7 David Hyman, Chief Legal Officer       9,000,000       38.9       61.1 Rachel Whetstone, Chief Communications Officer       5,000,000       4.0       96.0 (1) Excludes the minimum annual stock option allowance. We also provided a minimum annual stock option allowance (generally equal to 5% of the Named Executive Officer’s allocatable compensation) in 2020, which is added to the amount allocated to stock options by the Named Executive Officer into arrive at the manner described above.total annual stock option allocation. While the total annual stock option allocation is expressed in a dollar denomination, we use the total annual stock option allocation is used by the Company only to calculate the number of stock options to be granted in the manner described below.granted. The total annual stock option allocation is not available to the employees as cash compensation, except where an employee who has allocated a portion of their compensation toward stock options receives severance payments and as otherwise set forth in theour Amended and Restated Executive Severance and Retention Incentive Plan (the “Severance Plan”). The compensation of our Named Executive Officers for 2020 was determined in 2019, prior to the global onset of the COVID-19 pandemic. In determining compensation for our Named Executive Officers for 2020, in consultation with Compensia, the Compensation Committee considered the philosophy described below.above, including comparative market data. In addition, the following factors were considered for each Named Executive Officer: • for Mr. Hastings, the Compensation Committee considered his accomplishments in continuing to develop and evolve the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management, and increased his allocatable compensation from $30,000,000 to $33,000,000 for 2020. • for Mr. Sarandos, consideration was given to his global stature as a leading media executive and his role in obtaining globally relevant content for the Company’s international expansion, his significant contributions to the Company’s original content strategy, the buildout of the infrastructure to support that strategy, and the market demand for high-level content programming talent. Mr. Sarandos’ allocatable compensation was increased from $30,000,000 to $33,000,000 for 2020. Mr. Sarandos’s allocatable compensation was not increased when he was promoted to Co-Chief Executive Officer in July 2020 and he also continues to retain his role as Chief Content Officer. • for Mr. Neumann, consideration was given to his experience in leading a financial organization in the media industry, as well as the increasing complexity of our financial reporting as we engage in original productions around the globe. Mr. Neumann’s allocatable compensation was increased from $9,524,000 to $11,000,000 for 2020. 2021 PROXY STATEMENT           47 • for Mr. Peters, consideration was given to his performance in developing and deploying our increasingly complex engineering systems to support our continued expansion into new jurisdictions and languages and new product offerings to enhance user experience, as well as the continued market demand for engineering talent. His allocatable compensation was increased from $16,000,000 to $18,000,000 for 2020. Mr. Peters’ allocatable compensation was not increased when he was promoted to Chief Operating Officer in July 2020 and he also continues to retain his role as Chief Product Officer. • for Mr. Hyman, consideration was given to his performance in managing and developing a global legal and public policy function, and his allocatable compensation was increased from $7,000,000 to $9,000,000 for 2020. • for Ms. Whetstone, consideration was given to her deep knowledge and international experience in leading global communications, as we expand our original content around the globe. Her allocatable compensation was increased from $3,500,000 to $5,000,000 for 2020. Individual employee performance, including that of our Named Executive Officers, is evaluated on an ongoing basis. To the extent such performance exceeds or falls short of our performance values, we may take action that includes, in the case of star performers, promotions or increases in compensation or, in the case of under performers, demotion, a reduction in compensation or termination. After considering the above, in 2020, the compensation components for our Named Executive Officers were as follows. Please see the Summary Compensation Table provided in this Proxy Statement for a complete description of the compensation of our Named Executive Officers: Name and Position 2020 Total Annual Stock Option Allocation, with 1/12 granted monthly ($)(1) 2020 Annual Cash Salary ($) Reed Hastings, Co-Chief Executive Officer, President, and Chairman of the Board   34,000,000   650,000 Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer   14,650,000   20,000,000 Spencer Neumann, Chief Financial Officer   5,500,000   6,050,000 Greg Peters, Chief Operating Officer and Chief Product Officer   6,900,000   12,000,000 David Hyman, Chief Legal Officer   3,950,000   5,500,000 Rachel Whetstone, Chief Communications Officer   450,000   4,800,000 (1) The dollar amounts set forth in this column are different than the amounts in the “Option Awards” column of the Summary Compensation Table because the amounts in this column are reflective of the total compensation amount attributable to stock option grants, rather than the accounting valuation which is reflected in the Summary Compensation Table. Includes the annual stock option allowance of 5% of allocatable compensation. Method for determining monthly stock option grants After the total annual stock option allocation is established, theour Named Executive Officers receive monthly option grants pursuant to our monthly stock option program, which is applicable to the Company’s monthly option grant program.majority of our employees. Under this program, theeligible employees, including our 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 of our stock on the date of the option grant. The number of stock options to be granted monthly will fluctuatefluctuates based on the fair market valueclosing price of our stock on the date of the option grant. The In 2020, the actual number of options granted to theour Named Executive Officers each month was determined by the following formula: the monthly dollar(The amount of thean employee’s total annual stock option allocationallocation/12) / ([fair market valuethe closing price of our stock on the date of option grant] *x 0.40). 48            For stock option accounting purposes, the dollar valuevalues of stock options granted by the Company, as reflected in the Summary Executive Compensation table,Table, below, are appreciably higherdifferent than the dollar valuevalues of the total annual stock option allocation in the table above. The difference arises as the stock option allocation (please compare “Summary Executive Compensation” table provided in this Proxy Statement with the table below). Furthermore, because the stock options are granted at fair market value on the date of the option grant and are not generally transferable, they are only of value to the recipient through an increase in the market value of 27 the Company’s common stock, thereby linking that element of compensation to Company performance. As shown in the table below,above is the Company’samount used to determine the number of options granted, whereas the dollar values of stock option grants in the Summary Compensation Table reflects their grant date fair value under the accounting rules. Named Executive Officer Compensation for 2021 Compensation for our Named Executive Officers electedfor 2021 remained flat as compared to receive a significant portion of their compensation in the form of stock options. The Company believes that equity ownership, including stock and stock options, helps align the interest of the2020. Our Named Executive Officers with those ofcontinued to execute our strategies and deliver strong performance throughout 2020 amidst the Company’s stockholderscontinuously evolving and is a good mechanismchallenging environment. Nonetheless, given the COVID-19 pandemic and related economic challenges, the Compensation Committee determined not to linkmake any changes to executive compensation to long-term company performance. In 2017 and 2018, thefor 2021. Allocatable compensation components for the Named Executive Officers were allocated as follows (please see the “Summary Executive Compensation” table provided in this Proxy Statement for a complete description of the compensation of theour Named Executive Officers in 2017 and 2018): Name and Position    2017     Annual Salary      2017 Annual Stock Option Allocation      2017 Monthly Stock Option Allocation          2017 Estimated   Target Bonus     Reed Hastings Chief Executive Officer and Chairman of the Board    $ 850,000      $ 21,200,000      $ 1,766,667      $ —   Greg Peters Chief Product Officer (allocation effective Jan 1, 2017, annualized)      1,000,000        3,275,000        272,917        1,500,000   Greg Peters (modified allocation effective July 1, 2017, annualized)      1,000,000        3,400,000        283,333        4,000,000   Ted Sarandos Chief Content Officer      1,000,000        11,000,000        916,667        9,000,000   David Wells former Chief Financial Officer      2,500,000        1,910,000        159,167        —   Name and Position    2018     Annual Salary      2018 Annual Stock Option Allocation      2018 Monthly Stock Option Allocation   Kelly Bennett Chief Marketing Officer (allocation effective Jan 1, 2018, annualized)    $ 4,400,000      $ 850,000      $ 70,833   Kelly Bennett Chief Marketing Officer (modified allocation effective July 16, 2018, annualized)      6,400,000        950,000        79,167   Reed Hastings Chief Executive Officer and Chairman of the Board      700,000        28,700,000        2,391,667   Greg Peters Chief Product Officer      6,000,000        6,600,000        550,000   Ted Sarandos Chief Content Officer      12,000,000        14,250,000        1,187,500   David Wells former Chief Financial Officer      2,800,000        2,450,000        204,167   28 From 2015 through 2017, the Committee2021 was determined that the maximum annual salary payable to any Named Executive Officer (excluding the Chief Financial Officer) would be $1 million. Any portion of a Named Executive Officer’s compensation over $1 million that was not allocated to stock options was allocated to a target bonus to the Named Executive Officer pursuant to our Performance Bonus Plan (the “Plan”), which was approved by shareholders at our 2014 Annual Meeting. The Plan was intended to permit the Company to seek a full federal tax deduction for compensation paid under the Plan, compensation that otherwise might not have been fully tax deductible to the Company if paid as salary. For 2018, the Company did not offer performance-based bonuses and all cash compensation was paid as salary. Vested stock options granted on or after January 1, 2007 can be exercised up to ten (10) years following grant regardless of employment status. The Company believes that this increase in the life of the options enhances the value of such options for each employee and thereby encourages equity ownership in the Company, which is helpful in aligning the interests of employeesconsultation with that of the Company. The Company does not believe that staggered vesting of stock options or early expiration of options following termination has a material impact on retention. The Company believes that creating a high-performance culture and providing highly competitive compensation packages are the critical components for retaining employees, including its Named Executive Officers. Across the broader employee base, the Company utilizes salary and stock options as its key compensation components in order to be competitive within the marketplace. Similarly situated companies typically offer employees an equity component as part of their overall compensation and as such, the Company believes it is important to provide this opportunity to its employees, including the Named Executive Officers. By permitting employees to request a customized combination of salary and stock options, the Company believes it is better able to take into consideration personal compensation preferences and thereby offer a more compelling compensation package. In addition, offering grants monthly provides employees with a “dollar-cost averaging” approach to the price of their option grants. Option grants made on an infrequent basis are more susceptible to the whims of market timing and fluctuations. By granting options each month, the Company believes it alleviates to a great extent the arbitrariness of option timing and the potential negative employee issues associated with “underwater” options. Each Named Executive Officer, like all of the Company’s employees, is eligible to receive an additional $15,000 in annual compensation not reflected above that may be used to defray the cost of health care benefits previously paid by the Company. Any portion of this allowance not utilized toward the cost of health care benefits will be paid as salary, up to a maximum of $5,000. In addition to salary and stock options, all exempt employees, including Named Executive Officers, also have the opportunity to participate in the Company’s 401(k) matching program which enables them to receive adollar-for-dollar Company match of up to 3% of his or her compensation to the 401(k) fund. Mr. Bennett, Mr. Sarandos and Mr. Wells all participated in this program in 2018 and therefore the Company matched the 401(k) contributions as shown in the tables of this Proxy Statement. The Company also maintains a group term life insurance policy for all full-time employees. 29 Compensia. For the fiscal year ending December 31, 2019,2021, the compensation components for theour Named Executive Officers serving in 2021 are being allocated as follows, based on the allocation methodmethods described above:above. Beginning in 2021, in an effort to maximize flexibility and personal choice for our employees, the minimum annual stock option allowance (generally based upon 5% of total allocatable compensation) has been eliminated for most employees and the value has been added to the employees’ total allocatable compensation.   Name and Position   2019 Annual Salary      2019 Annual Stock Option Allocation      2019 Monthly Stock Option Allocation   Kelly Bennett Chief Marketing Officer   $ 6,200,000      $ 1,150,000      $ 95,833   Reed Hastings Chief Executive Officer and Chairman of the Board     700,000        30,800,000        2,566,667   Spencer Neumann Chief Financial Officer     5,000,000        5,000,000        416,667   Greg Peters Chief Product Officer     10,000,000        6,800,000        566,667   Ted Sarandos Chief Content Officer     18,000,000        13,500,000        1,125,000   Name and Position   2021 Annual Stock Option Allocation ($)   2021 Annual Stock Option Allocation as percentage of Allocatable Compensation (%)   2021 Annual Salary ($)   2021 Annual Salary as Percentage of Allocatable Compensation (%) Reed Hastings, Co-Chief Executive Officer, President, and Chairman of the Board       34,000,000       98.1       650,000       1.9 Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer       14,650,000       42.3       20,000,000       57.7 Spencer Neumann, Chief Financial Officer       5,550,000       48.1       6,000,000       51.9 Greg Peters, Chief Operating Officer and Chief Product Officer       6,900,000       36.5       12,000,000       63.5 David Hyman, Chief Legal Officer       4,725,000       50.0       4,725,000       50.0 Rachel Whetstone, Chief Communications Officer       500,000       9.5       4,750,000       90.5 Termination-Based Compensation and Change in Control Retention IncentivesTERMINATION-BASED COMPENSATION AND CHANGE IN CONTROL RETENTION INCENTIVES TheOur Named Executive Officers are beneficiaries of the Company’s Amended and Restated Executiveour Severance and Retention Incentive Plan (“Severance Plan”).Plan. Under this Severance Plan, each employee of the Company at the level of Vice President or higher (“Covered Executive”) is entitled to a severance benefit upon termination of employment (other than for cause, death or permanent disability) so long as he or she signs a waiver and release of claims and an agreement not to disparage the Company, its directors or its officers in a form reasonably satisfactory to the Company. The During 2020, the severance benefit consistsconsisted of a lump sum cash payment equal to nine (9) months of allocatable compensation, or, for newly hired Covered Executives only, a cash payment equal to 24 months of allocatable compensation, which is reduced by an amount equal to one (1) month of allocatable compensation for each month of tenure at the Company for the first 15 months of continuous employment following hire by the Company, such that the minimum benefit for such newly hired Covered Executives is the cash equivalent of nine (9)months of allocatable compensation. In order to remain competitive in attracting top talent, the severance benefit was increased in April 2021 such that newly hired Covered Executives are eligible to receive a severance benefit of up to 36 months of allocatable compensation, which is reduced by an amount equal to one month of allocatable compensation for each 2021 PROXY STATEMENT           49 month of tenure at the Company for the first 27 months of continuous employment following hire by the Company, such that the minimum benefit for such newly hired Covered Executives is the cash equivalent of nine months of allocatable compensation. The right to receive a severance benefit terminates upon a change in control transaction, so that the Covered Executives under the Severance Plan are not entitled to both a change in control benefit as well as a severance benefit. In lieu of the severance benefit described above, the Severance Plan provides that employees covered by the Severance 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)12 months of allocatable compensation regardless of whether their employment terminates. The CompanyWe also maintainsmaintain a plan for itsour director level employees (the “Director Plan”) that provides those employees who are employed by the Company on the date of a change in control transaction with a lump sum cash payment equal to six (6) months of allocatable compensation, regardless of whether their employment terminates. While director level employees are not guaranteed any severance upon termination of employment, to the extent any severance is provided to a director level employee, payment associated with the change in control will be in lieu of or otherwise offset against any such severance payment. 30 TheWe have a “single trigger” change in control plan for our executive officers. Given our monthly grants of fully vested options, a change in control does not trigger acceleration of unvested shares, which is a typical concern about single triggers. We use a single trigger change in control plan because we believe that double trigger plans, which require the occurrence of both a change in control and the executive’s termination of service from the Company believes that it is appropriatefor an executive to make such payment uponreceive severance, create a misaligned incentive for executives to attempt to be terminated from the single-triggerCompany in the event of a change in control in ordercontrol. We would rather encourage our executives to reduce distractions associated with the uncertainty surrounding change in control transactions andcontinue to reduce potential conflicts that might otherwise arise when a Company executive must relyfocus on the decisionslong-term success of the acquiring company for either continued employment or severance.Company instead of their individual severance opportunities. The benefits owing under the Severance Plan or Director Plan are to be paid to an individual covered under the applicable plan by the Company as soon as administratively practicable following the completion of all conditions to the payment, but in no event more than two and one half months following the date of the triggering event. The Company believesWe believe 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 Severance Plan is an important element in advancing the Company’s overall compensation philosophy ofmechanism for attracting and retaining outstanding performers. Each of the terms “base pay,“allocatable compensation,” “cause” and “change in control” are defined in the plan,Severance Plan, a copy of which is attached as Exhibit 10.1410.1 to the Company’s Form10-Q filed on July 19, 2017.April 22, 2021. Tax Considerations TAX CONSIDERATIONS Section 162(m) of the Internal Revenue Code (“Section 162(m)”) was among the provisions that were amended pursuant to The Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. The prior version of Section 162(m) generally disallowed a tax deduction for compensation that we paid to our Chief Executive Officer or any of the next three most highly compensated executive officers (excluding the Chief Financial Officer) to the extent that the compensation for any such individual exceeded $1 million in any taxable year. However, this deduction limitation did not apply to compensation that was “performance-based” under Section 162(m). The Tax Act amended Section 162(m) to eliminate the exception for performance-based compensation. As a result, effective for our 2018 fiscal year and thereafter, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Section 162(m) will beis $1 million per officer. officer, subject to a transition rule that is described below. 50            The Tax Act also expanded the individuals covered by Section 162(m) to include our Chief Financial Officer and certain of our former officers. Separately, the Tax Act included a transition rule with respect to compensation that is provided pursuant to a written binding contract in effect on November 2, 2017 and not materially modified after that date. The CompanyWe continued to grant stock options in 2018,2020, although the compensation income recognized upon exercise of such grants by individuals covered by Section 162(m) will not be deductible by us to the extent the total compensation for each officer subject to the rules of Section 162(m)such individual exceeds $1 million in the year in which the stock options are exercised. Pursuant toOn December 30, 2020, the transition rule, stock option grants that were granted prior to 2018 will generally still be eligible for the prior rules underInternal Revenue Service published final Section 162(m) and will be deductibleregulations that generally implement amendments made to the extent they qualify as performance-based compensation under Section 162(m). by the Tax Act. The Compensation Committee considers the tax impact of the Company’s compensation programs,program, and will generally seek to preserve the deductibility of any performance-based compensation that is subject to the transition rule of the Tax Act, to the extent practicable and in the best interests of the Company and its stockholders. However, the Compensation Committee reserves the right to pay compensation that is not tax deductible. PROHIBITION ON HEDGING 31Our Insider Trading Policy, which was updated in March 2020, prohibits our section 16 officers and directors from engaging in any transactions involving any hedging or derivatives of Company equity securities, including trading in futures and derivative securities and engaging in hedging activities relating to our securities (including forward sales contracts, equity swaps, collars, puts, calls, exchange traded options and exchange funds), or otherwise engaging in transactions that are designed to hedge or offset decreases in the market value of our equity securities, provided that it does not limit director and officer participation in our stock option program. This prohibition applies only to transactions initiated on or after March 4, 2020 and applies to Company equity securities that are (i) granted to the section 16 officer or director by the Company as part of their compensation or (ii) held, directly or indirectly, by the section 16 officer or the director. CLAWBACK OF PERFORMANCE-BASED AWARDS While we do not currently use performance-based awards, the Netflix, Inc. 2020 Stock Plan allows us to recover certain performance-based equity awards or amounts paid in respect of such awards in the event of certain acts of misconduct by award recipients. Such misconduct generally relates to contributing to or failing to take reasonable steps to prevent an accounting restatement due to material noncompliance with financial reporting requirements. COMPENSATION RISK Our compensation policies for non-executive salaried employees are the same as those outlined for our 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 We have adopted a Code of Ethics for our directors, officers and other employees. A copy of the Code of Ethics is available on our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx. Any waivers of the Code of Ethics will be posted at that website. 2021 PROXY STATEMENT           51 The Committee’s Consideration of the 2018 Nonbinding Advisory Vote to Approve the Compensation of our Named Executive OfficersCommittee In 2018, 61% of the shares voted approved the compensation of our Named Executive Officers. At the time of the 2018 vote, the Committee had already approved the design and goals of our executive compensation program for 2018. The Committee reviewed these voting results, which while lower than prior years, affirmed support of the Company’s approach to executive compensation. 32 COMPENSATION COMMITTEE REPORTReport The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form10-K for the year ended December 31, 2018.2020. Compensation Committee of the Board of Directors Rodolphe Belmer Mathias Döpfner Timothy M. Haley Jay C. Hoag Anne Sweeney   33 52            COMPENSATION OF EXECUTIVE                     OFFICERS AND OTHER MATTERS                     SUMMARY COMPENSATION OF EXECUTIVE OFFICERS AND OTHER MATTERS Summary Executive Compensation TABLE The following summary executive compensation tableSummary Compensation Table sets forth information concerning the compensation paid byto our Named Executive Officers in 2020, 2019 and 2018, other than Mr. Neumann who joined the Company to: (i) the Chiefin 2019 and Ms. Whetstone who was not a Named 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.in 2018 or 2019. A description of the method for determining the amount of salary in proportion to total compensation is set forth above in “Compensation Discussion and Analysis.”   Name and Principal Position         Year     Salary ($)     Option Awards ($) (1)     Non-Equity Incentive Plan Compensation ($) (2)     All Other Compensation ($)     Total ($)   Reed Hastings       2018     $ 700,000     $   35,380,417     $ —     $ —     $  36,080,417   Chief Executive Officer, President, Chairman of the Board       2017       850,000       23,527,499       —       —       24,377,499         2016       900,000       22,277,733       —       —       23,177,733                 Ted Sarandos       2018         12,000,000       17,615,220       —       32,251 (3)       29,647,471   Chief Content Officer       2017       1,000,000       12,389,532         9,045,000       8,100 (4)       22,442,632         2016       1,000,000       13,917,568       4,000,000       5,538 (5)       18,923,106   Greg Peters       2018       6,000,000       7,985,902       —       832,687 (6)       14,818,589   Chief Product Officer       2017       1,000,000       3,725,022       2,763,750       1,748,718 (7)       9,237,490         2016       1,000,000       3,869,152       1,500,000       1,660,135 (8)       8,029,287   Kelly Bennett (9)       2018       5,284,616       1,124,402       —       47,550 (10)       6,456,568   Chief Marketing Officer               David Wells       2018       2,800,000       3,030,461       —       8,250 (11)       5,838,711   Chief Financial Officer       2017       2,500,000       2,127,673       —       553,641 (12)       5,181,314         2016       2,400,000       2,145,314       —       1,549,136 (13)       6,094,450   Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($)(1) All Other Compensation ($)(2) Total ($) Reed Hastings Co-Chief Executive Officer, President, and Chairman of the Board   2020   650,000   42,428,878   147,146 (3)    43,226,024   2019   700,000   37,411,492   465,637 (3)    38,577,129   2018   700,000   35,380,417   —   36,080,417 Ted Sarandos Co-Chief Executive Officer and Chief Content Officer   2020   20,000,000   18,304,124   1,014,127 (4)    39,318,251   2019   18,000,000   16,575,902   98,497 (5)    34,674,399   2018   12,000,000   17,615,220   32,251 (6)    29,647,471 Spencer Neumann Chief Financial Officer   2020   6,050,000   6,865,017   24,134 (7)    12,939,151   2019   4,981,693 (8)    1,700,000 (9)    5,272,020   29,008 (10)    11,982,721 Greg Peters Chief Operating Officer and Chief Product Officer   2020   12,000,000   8,664,337   141,658 (11)    20,805,995   2019   10,000,000   8,287,734   340,976 (12)    18,628,710   2018   6,000,000   7,985,902   832,687 (13)    14,818,589 David Hyman Chief Legal Officer   2020   5,500,000   4,956,023   13,324 (14)    10,469,347   2019   3,500,000   4,643,129   15,550 (15)    8,158,679   2018   2,500,000   3,914,510   11,890 (16)    6,426,400 Rachel Whetstone Chief Communications Officer   2020   4,800,000   555,929   170 (17)    5,356,099   (1) Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the respective fiscal year.year, computed in accordance with FASB ASC Topic 718. The dollar amounts set forth in the Option Awards column are different than the stock option allocation amounts described in the section above entitled “Compensation Discussion and Analysis” because the stock option allocation amounts in such section are reflective of the total compensation amount attributable to stock option grants, notrather than the accounting valuation. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 79 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2018 and the discussion under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation”2020 in the Company’s our Form10-K filed with the SEC on January 29, 2019, as amended by our Amendment No. 1 on Form10-K/A filed with the SEC on February 8, 2019.28, 2021. (2) In accordance withWe permit our Named Executive Officers and their family members and guests to use our corporate aircraft for personal use. Personal use of company aircraft is calculated based upon our actual aggregate incremental cost to operate the Company’s Performance Bonus Planaircraft, including fuel, crew, and catering costs, as approvedwell as other variable costs. Fixed costs, which do not change based on usage, are excluded. (3) Includes $147,146 and $465,637 for personal use of company aircraft in 2020 and 2019, respectively. (4) Includes $11,400 representing our matching contribution made under our 401(k) plan, $7,639 for car services, and $995,088 in residential security costs paid to a third-party provider by the Company valued on the basis of aggregate incremental cost to the Company. The Compensation Committee approved the dollar amounts representresidential security costs after considering the amount earned in 2016potential security concerns related to Mr. Sarandos’s service as an executive officer and 2017 forbelieves the achievement of the established performance goals.security costs are a necessary and appropriate business expense. 34 (3)(5) Includes $9,800 representing our matching contribution made under our 401(k) plan, $74,282 for personal use of company aircraft and $14,415 for car services. (6) Includes $8,250 representing our matching contribution made under our 401(k) plan, $19,599 for personal use of company aircraft, and $4,402 for commuting expenses. (4)(7) Includes $8,100$14,581 representing our matching contribution made under our 401(k) plan.plan, $2,174 for personal use of company aircraft, and $7,379 for car services. (5)(8) Amount reflects the prorated payment of Mr. Neumann’s salary based on his employment start date of January 7, 2019. (9) Amount represents a one-time cash payment Mr. Neumann received upon joining the Company, which served as an inducement for him to join the Company. (10) Includes $5,538$6,731 representing our matching contribution made under our 401(k) plan.plan and $22,277 for car services. (6)(11) Includes $140,394 for personal use of company aircraft and $1,264 for commuting expenses. (12) Includes $340,471 for personal use of company aircraft and $505 for commuting expenses. (13) Includes $829,025 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $3,662 offor commuting expenses. (7)(14) Includes $1,746,105$11,400 representing our matching contribution made under our 401(k) plan, $1,664 for living allowancescommuting expenses and taxes paid$260 for car services. (15) Includes $9,800 representing our matching contribution made under our 401(k) plan, $1,481 reimbursed by the Company tofor tax equalize the employeepreparation, $4,118 for an expatriate assignmentcommuting expenses, and $2,613 of commuting expenses.$151 for car services. (8)(16) Includes $1,660,135 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment. (9) Mr. Bennett was not a Named Executive Officer for 2016 and 2017. (10) Includes $8,250 representing our matching contribution made under our 401(k) plan and payment of $13,532$3,640 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $25,678 of commuting expenses. (11)(17) Includes $8,250 representing our matching contribution made under our 401(k) plan. (12) Includes $8,100 representing our matching contribution made under our 401(k) plan and payment of $545,541$170 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment. (13) Includes $7,950 representing our matching contribution made under our 401(k) plan and payment of $1,541,186 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment.car services.   35 54            Grants of Plan-Based Awards GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2018.2020. As described above in “Compensation Discussion and Analysis,” the Company grantswe grant eligible employees, including the Named Executive Officers, fully vested stock options on a monthly basis. These stock options can generally be exercised up to 10 years following the date of grant, regardless of employment status. These are the only equity awards made to the Named Executive Officers. The material terms of these stock option grants, including the formula for determining the number of stock options to be granted, are set forth above in “Compensation Discussion and Analysis.”   Name Grant Date All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($) Reed Hastings   1/2/2020   19,456   329.81   3,019,914       Estimated Potential Payouts Under Non-Equity Incentive Plan Awards   All Other Option Awards: Number of Securities Underlying Options   Exercise or Base Price of Option Awards   Grant Date Fair Value of Stock and Option Awards     2/3/2020   19,786   358.00   3,333,636 Name     Grant Date   Threshold ($)   Target ($)   Maximum ($)   (#)   ($/Sh)   ($)   Reed Hastings   1/2/2018           21,966     $ 201.07     2,160,839   Reed Hastings   2/1/2018           22,557     $ 265.07     2,925,271   Reed Hastings   3/1/2018           20,590     $ 290.39     2,925,608   Reed Hastings   4/2/2018           21,332     $ 280.29     3,066,603   Reed Hastings   5/1/2018           19,085     $ 313.30     3,066,696   Reed Hastings   6/1/2018           16,612     $ 359.93     3,066,608   Reed Hastings   7/2/2018           15,016     $ 398.18     2,989,172   Reed Hastings   8/1/2018           17,670     $ 338.38     2,989,225   Reed Hastings   9/4/2018           16,444     $ 363.60     2,989,156   Reed Hastings   10/1/2018           15,676     $ 381.43     3,067,107   Reed Hastings   11/1/2018           18,839     $ 317.38     3,067,017   Reed Hastings   12/3/2018           20,597     $ 290.30     3,067,114     3/2/2020   18,589   381.05   3,333,192   4/1/2020   19,455   364.08   3,592,105   5/1/2020   17,057   415.27   3,592,148   6/1/2020   16,631   425.92   3,592,258   7/1/2020   14,585   485.64   3,650,607   8/3/2020   14,206   498.62   3,650,780   9/1/2020   12,727   556.55   3,650,685   10/1/2020   13,428   527.51   3,671,163   11/2/2020   14,632   484.12   3,671,286   12/1/2020   14,038   504.58   3,671,105 Ted Sarandos   1/2/2018           11,397     $ 201.07     1,121,146     1/2/2020   8,527   329.81   1,323,540 Ted Sarandos   2/1/2018           11,200     $ 265.07     1,452,455   Ted Sarandos   3/1/2018           10,223     $ 290.39     1,452,574   Ted Sarandos   4/2/2018           10,592     $ 280.29     1,522,664   Ted Sarandos   5/1/2018           9,476     $ 313.30     1,522,662   Ted Sarandos   6/1/2018           8,248     $ 359.93     1,522,597   Ted Sarandos   7/2/2018           7,456     $ 398.18     1,484,235   Ted Sarandos   8/1/2018           8,773     $ 338.38     1,484,124   Ted Sarandos   9/4/2018           8,165     $ 363.60     1,484,217   Ted Sarandos   10/1/2018           7,783     $ 381.43     1,522,792   Ted Sarandos   11/1/2018           9,354     $ 317.38     1,522,845   Ted Sarandos   12/3/2018           10,227     $ 290.30     1,522,910   Greg Peters   1/2/2018           3,523     $ 201.07     346,565   Greg Peters   2/1/2018           5,187     $ 265.07     672,668   Greg Peters   3/1/2018           4,735     $ 290.39     672,790   Greg Peters   4/2/2018           4,906     $ 280.29     705,267   Greg Peters   5/1/2018           4,389     $ 313.30     705,252   Greg Peters   6/1/2018           3,820     $ 359.93     705,180     2/3/2020   8,525   358.00   1,436,331   3/2/2020   8,010   381.05   1,436,272   4/1/2020   8,383   364.08   1,547,809   5/1/2020   7,350   415.27   1,547,886   6/1/2020   7,166   425.92   1,547,840   7/1/2020   6,284   485.64   1,572,877   8/3/2020   6,121   498.62   1,573,027   9/1/2020   5,484   556.55   1,573,062   10/1/2020   5,786   527.51   1,581,870   11/2/2020   6,304   484.12   1,581,724   12/1/2020   6,049   504.58   1,581,886 Spencer Neumann   1/2/2020   3,158   329.81   490,177   2/3/2020   3,201   358.00   539,319   3/2/2020   3,007   381.05   539,185   4/1/2020   3,147   364.08   581,051   5/1/2020   2,759   415.27   581,036   6/1/2020   2,690   425.92   581,034   7/1/2020   2,360   485.64   590,705   8/3/2020   2,298   498.62   590,560   9/1/2020   2,058   556.55   590,328   10/1/2020   2,173   527.51   594,090   11/2/2020   2,367   484.12   593,899   12/1/2020   2,270   504.58   593,632   36 2021 PROXY STATEMENT           55           Estimated Potential Payouts Under Non-Equity Incentive Plan Awards     All Other Option Awards: Number of Securities Underlying Options     Exercise or Base Price of Option Awards     Grant Date Fair Value of Stock and Option Awards   Name     Grant Date     Threshold ($)     Target ($)     Maximum ($)     (#)     ($/Sh)     ($)   Greg Peters     7/2/2018             3,453     $ 398.18       687,374   Greg Peters     8/1/2018             4,063     $ 338.38       687,336   Greg Peters     9/4/2018             3,782     $ 363.60       687,484   Greg Peters     10/1/2018             3,605     $ 381.43       705,341   Greg Peters     11/1/2018             4,332     $ 317.38       705,256   Greg Peters     12/3/2018             4,737     $ 290.30       705,390   Kelly Bennett     1/2/2018             891     $ 201.07       87,649   Kelly Bennett     2/1/2018             668     $ 265.07       86,629   Kelly Bennett     3/1/2018             609     $ 290.39       86,532   Kelly Bennett     4/2/2018             632     $ 280.29       90,854   Kelly Bennett     5/1/2018             565     $ 313.30       90,788   Kelly Bennett     6/1/2018             492     $ 359.93       90,824   Kelly Bennett     7/2/2018             445     $ 398.18       88,584   Kelly Bennett     8/1/2018             585     $ 338.38       98,964   Kelly Bennett     9/4/2018             544     $ 363.60       98,887   Kelly Bennett     10/1/2018             519     $ 381.43       101,546   Kelly Bennett     11/1/2018             624     $ 317.38       101,588   Kelly Bennett     12/3/2018             682     $ 290.30       101,557   David Wells     1/2/2018             1,979     $ 201.07       194,678   David Wells     2/1/2018             1,925     $ 265.07       249,641   David Wells     3/1/2018             1,758     $ 290.39       249,792   David Wells     4/2/2018             1,821     $ 280.29       261,780   David Wells     5/1/2018             1,629     $ 313.30       261,758   David Wells     6/1/2018             1,418     $ 359.93       261,766   David Wells     7/2/2018             1,282     $ 398.18       255,202   David Wells     8/1/2018             1,508     $ 338.38       255,108   David Wells     9/4/2018             1,404     $ 363.60       255,216   David Wells     10/1/2018             1,338     $ 381.43       261,788   David Wells     11/1/2018             1,609     $ 317.38       261,948   David Wells     12/3/2018             1,758     $ 290.30       261,785   Name Grant Date All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($) Greg Peters   1/2/2020   4,296   329.81   666,815   2/3/2020   4,015   358.00   676,466   3/2/2020   3,772   381.05   676,357   4/1/2020   3,949   364.08   729,130   5/1/2020   3,461   415.27   728,875   6/1/2020   3,375   425.92   728,992   7/1/2020   2,960   485.64   740,884   8/3/2020   2,883   498.62   740,898   9/1/2020   2,583   556.55   740,922   10/1/2020   2,725   527.51   745,004   11/2/2020   2,969   484.12   744,946   12/1/2020   2,849   504.58   745,048 David Hyman   1/2/2020   2,432   329.81   377,489   2/3/2020   2,299   358.00   387,346   3/2/2020   2,160   381.05   387,309   4/1/2020   2,260   364.08   417,279   5/1/2020   1,981   415.27   417,192   6/1/2020   1,932   425.92   417,308   7/1/2020   1,695   485.64   424,256   8/3/2020   1,650   498.62   424,031   9/1/2020   1,479   556.55   424,245   10/1/2020   1,560   527.51   426,498   11/2/2020   1,700   484.12   426,544   12/1/2020   1,631   504.58   426,526 Rachel Whetstone   1/2/2020   221   329.81   34,303   2/3/2020   262   358.00   44,143   3/2/2020   246   381.05   44,110   4/1/2020   257   364.08   47,452   5/1/2020   226   415.27   47,595   6/1/2020   220   425.92   47,519   7/1/2020   193   485.64   48,308   8/3/2020   188   498.62   48,314   9/1/2020   169   556.55   48,477   10/1/2020   177   527.51   48,391   11/2/2020   194   484.12   48,676   12/1/2020   186   504.58   48,641   37 56            Outstanding Equity Awards at FiscalOUTSTANDING EQUITY AWARDS AT FISCAL Year-EndYEAR-END The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2018.2020. All stock options are fully vested and can generally be exercised up to 10 years following the date of grant.   Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Reed Hastings   38,801   16.11   3/1/2022   Option Awards     38,388   16.28   4/2/2022 Name   Number of Securities Underlying Unexercised Options: Exercisable   Option Exercise Price ($)   Option Expiration Date   Reed Hastings   67,907     $ 4.91     3/2/2019   Reed Hastings   54,418     $ 6.12     4/1/2019   Reed Hastings   52,458     $ 6.35     5/1/2019   Reed Hastings   56,966     $ 5.85     6/1/2019   Reed Hastings   57,414     $ 5.80     7/1/2019   Reed Hastings   51,898     $ 6.42     8/3/2019   Reed Hastings   55,342     $ 6.02     9/1/2019   Reed Hastings   52,269     $ 6.37     10/1/2019   Reed Hastings   43,372     $ 7.69     11/2/2019   Reed Hastings   40,061     $ 8.32     12/1/2019   Reed Hastings   54,516     $ 7.64     1/4/2020   Reed Hastings   95,578     $ 8.72     2/1/2020   Reed Hastings   83,692     $ 9.96     3/1/2020   Reed Hastings   77,777     $ 10.71     4/1/2020   Reed Hastings   57,197     $ 14.57     5/3/2020   Reed Hastings   54,369     $ 15.33     6/1/2020   Reed Hastings   53,193     $ 15.67     7/1/2020   Reed Hastings   57,260     $ 14.55     8/2/2020   Reed Hastings   43,239     $ 19.27     9/1/2020   Reed Hastings   37,716     $ 22.09     10/1/2020   Reed Hastings   34,853     $ 23.91     11/1/2020   Reed Hastings   29,148     $ 28.59     12/1/2020   Reed Hastings   32,697     $ 25.49     1/3/2021   Reed Hastings   41,097     $ 30.41     2/1/2021   Reed Hastings   42,763     $ 29.23     3/1/2021   Reed Hastings   36,141     $ 34.58     4/1/2021   Reed Hastings   36,890     $ 33.88     5/2/2021   Reed Hastings   32,739     $ 38.18     6/1/2021   Reed Hastings   32,648     $ 38.28     7/1/2021   Reed Hastings   33,222     $ 37.63     8/1/2021   Reed Hastings   37,513     $ 33.32     9/1/2021   Reed Hastings   77,266     $ 16.18     10/3/2021     53,774   11.62   5/1/2022   69,503   8.99   6/1/2022   64,477   9.69   7/2/2022   80,276   7.79   8/1/2022   78,225   7.99   9/4/2022   78,057   8.01   10/1/2022   56,315   11.10   11/1/2022   57,561   10.86   12/3/2022   47,551   13.14   1/2/2023   35,399   23.54   2/1/2023   30,807   27.05   3/1/2023   31,976   26.06   4/1/2023   27,398   30.42   5/1/2023   26,278   31.71   6/3/2023   26,012   32.04   7/1/2023   23,415   35.59   8/1/2023   20,188   41.29   9/3/2023   17,969   46.37   10/1/2023   17,717   47.04   11/1/2023   16,030   51.99   12/2/2023   16,079   51.83   1/2/2024   21,637   57.77   2/3/2024   19,635   63.66   3/3/2024   23,996   52.10   4/1/2024   25,998   48.07   5/1/2024   20,734   60.29   6/2/2024   18,494   67.59   7/1/2024   20,566   60.77   8/1/2024   18,361   68.09   9/2/2024   19,943   62.69   10/1/2024   22,526   55.49   11/3/2024   25,599   48.83   12/1/2024   25,074   49.85   1/2/2025   45,290   63.01   2/2/2025   41,601   68.61   3/2/2025   48,363   59.02   4/1/2025   35,868   79.58   5/1/2025   32,067   89.00   6/1/2025   30,485   93.64   7/1/2025   25,360   112.56   8/3/2025   38 2021 PROXY STATEMENT     57 Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Reed Hastings   26,977   105.79   9/1/2025   Option Awards     26,933   105.98   10/1/2025 Name   Number of Securities Underlying Unexercised Options: Exercisable   Option Exercise Price ($)   Option Expiration Date   Reed Hastings   109,249     $ 11.44     11/1/2021   Reed Hastings   130,263     $ 9.60     12/1/2021   Reed Hastings   121,121     $ 10.32     1/3/2022   Reed Hastings   35,581     $ 17.57     2/1/2022   Reed Hastings   38,801     $ 16.11     3/1/2022   Reed Hastings   38,388     $ 16.28     4/2/2022   Reed Hastings   53,774     $ 11.62     5/1/2022   Reed Hastings   69,503     $ 8.99     6/1/2022   Reed Hastings   64,477     $ 9.69     7/2/2022   Reed Hastings   80,276     $ 7.79     8/1/2022   Reed Hastings   78,225     $ 7.99     9/4/2022   Reed Hastings   78,057     $ 8.01     10/1/2022   Reed Hastings   56,315     $ 11.10     11/1/2022   Reed Hastings   57,561     $ 10.86     12/3/2022   Reed Hastings   47,551     $ 13.14     1/2/2023   Reed Hastings   35,399     $ 23.54     2/1/2023   Reed Hastings   30,807     $ 27.05     3/1/2023   Reed Hastings   31,976     $ 26.06     4/1/2023   Reed Hastings   27,398     $ 30.42     5/1/2023   Reed Hastings   26,278     $ 31.71     6/3/2023   Reed Hastings   26,012     $ 32.04     7/1/2023   Reed Hastings   23,415     $ 35.59     8/1/2023   Reed Hastings   20,188     $ 41.29     9/3/2023   Reed Hastings   17,969     $ 46.37     10/1/2023   Reed Hastings   17,717     $ 47.04     11/1/2023   Reed Hastings   16,030     $ 51.99     12/2/2023   Reed Hastings   16,079     $ 51.83     1/2/2024   Reed Hastings   21,637     $ 57.77     2/3/2024   Reed Hastings   19,635     $ 63.66     3/3/2024   Reed Hastings   23,996     $ 52.10     4/1/2024   Reed Hastings   25,998     $ 48.07     5/1/2024   Reed Hastings   20,734     $ 60.29     6/2/2024   Reed Hastings   18,494     $ 67.59     7/1/2024   Reed Hastings   20,566     $ 60.77     8/1/2024   Reed Hastings   18,361     $ 68.09     9/2/2024   Reed Hastings   19,943     $ 62.69     10/1/2024   Reed Hastings   22,526     $ 55.49     11/3/2024   Reed Hastings   25,599     $ 48.83     12/1/2024   Reed Hastings   25,074     $ 49.85     1/2/2025     26,513   107.64   11/2/2025   22,765   125.37   12/1/2025   25,959   109.96   1/4/2026   42,176   94.09   2/1/2026   40,374   98.30   3/1/2026   37,547   105.70   4/1/2026   42,629   93.11   5/2/2026   39,097   101.51   6/1/2026   41,055   96.67   7/1/2026   42,055   94.37   8/1/2026   40,755   97.38   9/1/2026   38,670   102.63   10/3/2026   32,188   123.30   11/1/2026   33,857   117.22   12/1/2026   31,130   127.49   1/3/2027   31,373   140.78   2/1/2027   30,961   142.65   3/1/2027   30,062   146.92   4/3/2027   28,431   155.35   5/1/2027   27,097   162.99   6/1/2027   30,216   146.17   7/3/2027   24,264   182.03   8/1/2027   25,275   174.74   9/1/2027   24,952   177.01   10/2/2027   22,306   198.00   11/1/2027   23,641   186.82   12/1/2027   21,966   201.07   1/2/2028   22,557   265.07   2/1/2028   20,590   290.39   3/1/2028   21,332   280.29   4/2/2028   19,085   313.30   5/1/2028   16,612   359.93   6/1/2028   15,016   398.18   7/2/2028   17,670   338.38   8/1/2028   16,444   363.60   9/4/2028   15,676   381.43   10/1/2028   18,839   317.38   11/1/2028   20,597   290.30   12/3/2028   22,338   267.66   1/2/2029   18,881   339.85   2/1/2029   17,958   357.32   3/1/2029   17,486   366.96   4/1/2029   16,939   378.81   5/1/2029   19,061   336.63   6/3/2029   39 58          Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Reed Hastings   17,130   374.60   7/1/2029   Option Awards     20,083   319.50   8/1/2029 Name   Number of Securities Underlying Unexercised Options: Exercisable   Option Exercise Price ($)   Option Expiration Date   Reed Hastings   45,290     $ 63.01     2/2/2025   Reed Hastings   41,601     $ 68.61     3/2/2025   Reed Hastings   48,363     $ 59.02     4/1/2025   Reed Hastings   35,868     $ 79.58     5/1/2025   Reed Hastings   32,067     $ 89.00     6/1/2025   Reed Hastings   30,485     $ 93.64     7/1/2025   Reed Hastings   25,360     $ 112.56     8/3/2025   Reed Hastings   26,977     $ 105.79     9/1/2025   Reed Hastings   26,933     $ 105.98     10/1/2025   Reed Hastings   26,513     $ 107.64     11/2/2025   Reed Hastings   22,765     $ 125.37     12/1/2025   Reed Hastings   25,959     $ 109.96     1/4/2026   Reed Hastings   42,176     $ 94.09     2/1/2026   Reed Hastings   40,374     $ 98.30     3/1/2026   Reed Hastings   37,547     $ 105.70     4/1/2026   Reed Hastings   42,629     $ 93.11     5/2/2026   Reed Hastings   39,097     $ 101.51     6/1/2026   Reed Hastings   41,055     $ 96.67     7/1/2026   Reed Hastings   42,055     $ 94.37     8/1/2026   Reed Hastings   40,755     $ 97.38     9/1/2026   Reed Hastings   38,670     $ 102.63     10/3/2026   Reed Hastings   32,188     $ 123.30     11/1/2026   Reed Hastings   33,857     $ 117.22     12/1/2026   Reed Hastings   31,130     $ 127.49     1/3/2027   Reed Hastings   31,373     $ 140.78     2/1/2027   Reed Hastings   30,961     $ 142.65     3/1/2027   Reed Hastings   30,062     $ 146.92     4/3/2027   Reed Hastings   28,431     $ 155.35     5/1/2027   Reed Hastings   27,097     $ 162.99     6/1/2027   Reed Hastings   30,216     $ 146.17     7/3/2027   Reed Hastings   24,264     $ 182.03     8/1/2027   Reed Hastings   25,275     $ 174.74     9/1/2027   Reed Hastings   24,952     $ 177.01     10/2/2027   Reed Hastings   22,306     $ 198.00     11/1/2027   Reed Hastings   23,641     $ 186.82     12/1/2027   Reed Hastings   21,966     $ 201.07     1/2/2028   Reed Hastings   22,557     $ 265.07     2/1/2028   Reed Hastings   20,590     $ 290.39     3/1/2028   Reed Hastings   21,332     $ 280.29     4/2/2028     22,181   289.29   9/3/2029   23,802   269.58   10/1/2029   22,373   286.81   11/1/2029   20,699   309.99   12/2/2029   19,456   329.81   1/2/2030   19,786   358.00   2/3/2030   18,589   381.05   3/2/2030   19,455   364.08   4/1/2030   17,057   415.27   5/1/2030   16,631   425.92   6/1/2030   14,585   485.64   7/1/2030   14,206   498.62   8/3/2030   12,727   556.55   9/1/2030   13,428   527.51   10/1/2030   14,632   484.12   11/2/2030   14,038   504.58   12/1/2030 Ted Sarandos   25,130   79.58   5/1/2025   22,470   89.00   6/1/2025   21,357   93.64   7/1/2025   15,952   125.37   12/1/2025   26,125   94.09   2/1/2026   25,008   98.30   3/1/2026   26,405   93.11   5/2/2026   25,430   96.67   7/1/2026   26,050   94.37   8/1/2026   25,245   97.38   9/1/2026   19,282   127.49   1/3/2027   16,279   140.78   2/1/2027   15,679   146.17   7/3/2027   8,248   359.93   6/1/2028   7,456   398.18   7/2/2028   8,773   338.38   8/1/2028   8,165   363.60   9/4/2028   7,783   381.43   10/1/2028   9,354   317.38   11/1/2028   10,227   290.30   12/3/2028   11,091   267.66   1/2/2029   8,276   339.85   2/1/2029   7,871   357.32   3/1/2029   7,664   366.96   4/1/2029   7,425   378.81   5/1/2029   8,355   336.63   6/3/2029   7,508   374.60   7/1/2029   8,802   319.50   8/1/2029   40     Option Awards   Name   Number of Securities Underlying Unexercised Options: Exercisable     Option Exercise Price ($)     Option Expiration Date   Reed Hastings     19,085     $ 313.30       5/1/2028   Reed Hastings     16,612     $ 359.93       6/1/2028   Reed Hastings     15,016     $ 398.18       7/2/2028   Reed Hastings     17,670     $ 338.38       8/1/2028   Reed Hastings     16,444     $ 363.60       9/4/2028   Reed Hastings     15,676     $ 381.43       10/1/2028   Reed Hastings     18,839     $ 317.38       11/1/2028   Reed Hastings     20,597     $ 290.30       12/3/2028   Ted Sarandos     25,130     $ 79.58       5/1/2025   Ted Sarandos     22,470     $ 89.00       6/1/2025   Ted Sarandos     21,357     $ 93.64       7/1/2025   Ted Sarandos     15,952     $ 125.37       12/1/2025   Ted Sarandos     26,125     $ 94.09       2/1/2026   Ted Sarandos     25,008     $ 98.30       3/1/2026   Ted Sarandos     26,405     $ 93.11       5/2/2026   Ted Sarandos     25,430     $ 96.67       7/1/2026   Ted Sarandos     26,050     $ 94.37       8/1/2026   Ted Sarandos     25,245     $ 97.38       9/1/2026   Ted Sarandos     19,938     $ 123.30       11/1/2026   Ted Sarandos     20,972     $ 117.22       12/1/2026   Ted Sarandos     19,282     $ 127.49       1/3/2027   Ted Sarandos     16,279     $ 140.78       2/1/2027   Ted Sarandos     15,679     $ 146.17       7/3/2027   Ted Sarandos     11,574     $ 198.00       11/1/2027   Ted Sarandos     11,397     $ 201.07       1/2/2028   Ted Sarandos     11,200     $ 265.07       2/1/2028   Ted Sarandos     10,223     $ 290.39       3/1/2028   Ted Sarandos     10,592     $ 280.29       4/2/2028   Ted Sarandos     9,476     $ 313.30       5/1/2028   Ted Sarandos     8,248     $ 359.93       6/1/2028   Ted Sarandos     7,456     $ 398.18       7/2/2028   Ted Sarandos     8,773     $ 338.38       8/1/2028   Ted Sarandos     8,165     $ 363.60       9/4/2028   Ted Sarandos     7,783     $ 381.43       10/1/2028   Ted Sarandos     9,354     $ 317.38       11/1/2028   Ted Sarandos     10,227     $ 290.30       12/3/2028   Greg Peters     5,047     $ 112.56       8/3/2025   Greg Peters     5,366     $ 105.79       9/1/2025   Greg Peters     5,357     $ 105.98       10/1/2025   41     Option Awards   Name   Number of Securities Underlying Unexercised Options: Exercisable     Option Exercise Price ($)     Option Expiration Date   Greg Peters     5,274     $ 107.64       11/2/2025   Greg Peters     4,528     $ 125.37       12/1/2025   Greg Peters     5,163     $ 109.96       1/4/2026   Greg Peters     7,251     $ 94.09       2/1/2026   Greg Peters     6,941     $ 98.30       3/1/2026   Greg Peters     6,455     $ 105.70       4/1/2026   Greg Peters     7,329     $ 93.11       5/2/2026   Greg Peters     6,721     $ 101.51       6/1/2026   Greg Peters     7,058     $ 96.67       7/1/2026   Greg Peters     7,230     $ 94.37       8/1/2026   Greg Peters     7,007     $ 97.38       9/1/2026   Greg Peters     6,648     $ 102.63       10/3/2026   Greg Peters     5,533     $ 123.30       11/1/2026   Greg Peters     5,821     $ 117.22       12/1/2026   Greg Peters     5,352     $ 127.49       1/3/2027   Greg Peters     4,846     $ 140.78       2/1/2027   Greg Peters     4,783     $ 142.65       3/1/2027   Greg Peters     4,644     $ 146.92       4/3/2027   Greg Peters     4,392     $ 155.35       5/1/2027   Greg Peters     4,186     $ 162.99       6/1/2027   Greg Peters     4,668     $ 146.17       7/3/2027   Greg Peters     3,891     $ 182.03       8/1/2027   Greg Peters     4,054     $ 174.74       9/1/2027   Greg Peters     4,001     $ 177.01       10/2/2027   Greg Peters     3,578     $ 198.00       11/1/2027   Greg Peters     3,791     $ 186.82       12/1/2027   Greg Peters     3,523     $ 201.07       1/2/2028   Greg Peters     5,187     $ 265.07       2/1/2028   Greg Peters     4,735     $ 290.39       3/1/2028   Greg Peters     4,906     $ 280.29       4/2/2028   Greg Peters     4,389     $ 313.30       5/1/2028   Greg Peters     3,820     $ 359.93       6/1/2028   Greg Peters     3,453     $ 398.18       7/2/2028   Greg Peters     4,063     $ 338.38       8/1/2028   Greg Peters     3,782     $ 363.60       9/4/2028   Greg Peters     3,605     $ 381.43       10/1/2028   Greg Peters     4,332     $ 317.38       11/1/2028   Greg Peters     4,737     $ 290.30       12/3/2028   Kelly Bennett     644     $ 68.61       3/2/2025   42     Option Awards   Name   Number of Securities Underlying Unexercised Options: Exercisable     Option Exercise Price ($)     Option Expiration Date   Kelly Bennett     1,470     $ 79.58       5/1/2025   Kelly Bennett     1,309     $ 89.00       6/1/2025   Kelly Bennett     1,246     $ 93.64       7/1/2025   Kelly Bennett     1,040     $ 112.56       8/3/2025   Kelly Bennett     1,181     $ 105.79       9/1/2025   Kelly Bennett     1,180     $ 105.98       10/1/2025   Kelly Bennett     1,161     $ 107.64       11/2/2025   Kelly Bennett     997     $ 125.37       12/1/2025   Kelly Bennett     1,137     $ 109.96       1/4/2026   Kelly Bennett     1,771     $ 94.09       2/1/2026   Kelly Bennett     1,695     $ 98.30       3/1/2026   Kelly Bennett     1,577     $ 105.70       4/1/2026   Kelly Bennett     1,790     $ 93.11       5/2/2026   Kelly Bennett     1,642     $ 101.51       6/1/2026   Kelly Bennett     1,724     $ 96.67       7/1/2026   Kelly Bennett     1,766     $ 94.37       8/1/2026   Kelly Bennett     1,712     $ 97.38       9/1/2026   Kelly Bennett     1,624     $ 102.63       10/3/2026   Kelly Bennett     1,351     $ 123.30       11/1/2026   Kelly Bennett     1,422     $ 117.22       12/1/2026   Kelly Bennett     1,308     $ 127.49       1/3/2027   Kelly Bennett     1,272     $ 140.78       2/1/2027   Kelly Bennett     1,256     $ 142.65       3/1/2027   Kelly Bennett     1,220     $ 146.92       4/3/2027   Kelly Bennett     1,153     $ 155.35       5/1/2027   Kelly Bennett     1,099     $ 162.99       6/1/2027   Kelly Bennett     1,226     $ 146.17       7/3/2027   Kelly Bennett     984     $ 182.03       8/1/2027   Kelly Bennett     1,026     $ 174.74       9/1/2027   Kelly Bennett     1,012     $ 177.01       10/2/2027   Kelly Bennett     905     $ 198.00       11/1/2027   Kelly Bennett     959     $ 186.82       12/1/2027   Kelly Bennett     891     $ 201.07       1/2/2028   Kelly Bennett     668     $ 265.07       2/1/2028   Kelly Bennett     609     $ 290.39       3/1/2028   Kelly Bennett     632     $ 280.29       4/2/2028   Kelly Bennett     565     $ 313.30       5/1/2028   Kelly Bennett     492     $ 359.93       6/1/2028   Kelly Bennett     445     $ 398.18       7/2/2028   43     Option Awards   Name   Number of Securities Underlying Unexercised Options: Exercisable     Option Exercise Price ($)     Option Expiration Date   Kelly Bennett     585     $ 338.38       8/1/2028   Kelly Bennett     544     $ 363.60       9/4/2028   Kelly Bennett     519     $ 381.43       10/1/2028   Kelly Bennett     624     $ 317.38       11/1/2028   Kelly Bennett     682     $ 290.30       12/3/2028   David Wells     2,926     $ 47.04       11/1/2023   David Wells     2,646     $ 51.99       12/2/2023   David Wells     2,653     $ 51.83       1/2/2024   David Wells     3,969     $ 57.77       2/3/2024   David Wells     3,598     $ 63.66       3/3/2024   David Wells     4,396     $ 52.10       4/1/2024   David Wells     4,767     $ 48.07       5/1/2024   David Wells     3,801     $ 60.29       6/2/2024   David Wells     3,388     $ 67.59       7/1/2024   David Wells     3,773     $ 60.77       8/1/2024   David Wells     3,367     $ 68.09       9/2/2024   David Wells     3,654     $ 62.69       10/1/2024   David Wells     4,130     $ 55.49       11/3/2024   David Wells     4,690     $ 48.83       12/1/2024   David Wells     4,599     $ 49.85       1/2/2025   David Wells     5,537     $ 63.01       2/2/2025   David Wells     5,082     $ 68.61       3/2/2025   David Wells     5,915     $ 59.02       4/1/2025   David Wells     4,382     $ 79.58       5/1/2025   David Wells     3,920     $ 89.00       6/1/2025   David Wells     3,731     $ 93.64       7/1/2025   David Wells     3,101     $ 112.56       8/3/2025   David Wells     3,298     $ 105.79       9/1/2025   David Wells     3,293     $ 105.98       10/1/2025   David Wells     3,241     $ 107.64       11/2/2025   David Wells     2,784     $ 125.37       12/1/2025   David Wells     3,173     $ 109.96       1/4/2026   David Wells     3,986     $ 94.09       2/1/2026   David Wells     3,814     $ 98.30       3/1/2026   David Wells     3,548     $ 105.70       4/1/2026   David Wells     4,028     $ 93.11       5/2/2026   David Wells     3,694     $ 101.51       6/1/2026   David Wells     3,880     $ 96.67       7/1/2026   David Wells     3,973     $ 94.37       8/1/2026   44     Option Awards   Name   Number of Securities Underlying Unexercised Options: Exercisable     Option Exercise Price ($)     Option Expiration Date   David Wells     3,851     $ 97.38       9/1/2026   David Wells     3,654     $ 102.63       10/3/2026   David Wells     3,041     $ 123.30       11/1/2026   David Wells     3,199     $ 117.22       12/1/2026   David Wells     2,942     $ 127.49       1/3/2027   David Wells     2,826     $ 140.78       2/1/2027   David Wells     2,790     $ 142.65       3/1/2027   David Wells     2,708     $ 146.92       4/3/2027   David Wells     2,562     $ 155.35       5/1/2027   David Wells     2,441     $ 162.99       6/1/2027   David Wells     2,722     $ 146.17       7/3/2027   David Wells     2,186     $ 182.03       8/1/2027   David Wells     2,277     $ 174.74       9/1/2027   David Wells     2,248     $ 177.01       10/2/2027   David Wells     2,010     $ 198.00       11/1/2027   David Wells     2,130     $ 186.82       12/1/2027   David Wells     1,979     $ 201.07       1/2/2028   David Wells     1,925     $ 265.07       2/1/2028   David Wells     1,758     $ 290.39       3/1/2028   David Wells     1,821     $ 280.29       4/2/2028   David Wells     1,629     $ 313.30       5/1/2028   David Wells     1,418     $ 359.93       6/1/2028   David Wells     1,282     $ 398.18       7/2/2028   David Wells     1,508     $ 338.38       8/1/2028   David Wells     1,404     $ 363.60       9/4/2028   David Wells     1,338     $ 381.43       10/1/2028   David Wells     1,609     $ 317.38       11/1/2028   David Wells     1,758     $ 290.30       12/3/2028   45 2021 PROXY STATEMENT     59 Option Exercises   Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Ted Sarandos   9,723   289.29   9/3/2029   10,433   269.58   10/1/2029   9,806   286.81   11/1/2029   9,073   309.99   12/2/2029   8,527   329.81   1/2/2030   8,525   358.00   2/3/2030   8,010   381.05   3/2/2030   8,383   364.08   4/1/2030   7,350   415.27   5/1/2030   7,166   425.92   6/1/2030   6,284   485.64   7/1/2030   6,121   498.62   8/3/2030   5,484   556.55   9/1/2030   5,786   527.51   10/1/2030   6,304   484.12   11/2/2030   6,049   504.58   12/1/2030 Spencer Neumann   1,308   339.85   2/1/2029   2,916   357.32   3/1/2029   2,838   366.96   4/1/2029   2,750   378.81   5/1/2029   3,095   336.63   6/3/2029   2,781   374.60   7/1/2029   3,260   319.50   8/1/2029   3,601   289.29   9/3/2029   3,864   269.58   10/1/2029   3,632   286.81   11/1/2029   3,361   309.99   12/2/2029   3,158   329.81   1/2/2030   3,201   358.00   2/3/2030   3,007   381.05   3/2/2030   3,147   364.08   4/1/2030   2,759   415.27   5/1/2030   2,690   425.92   6/1/2030   2,360   485.64   7/1/2030   2,298   498.62   8/3/2030   2,058   556.55   9/1/2030   2,173   527.51   10/1/2030   2,367   484.12   11/2/2030   2,270   504.58   12/1/2030 Greg Peters   6,941   98.30   3/1/2026   6,455   105.70   4/1/2026   7,329   93.11   5/2/2026   6,721   101.51   6/1/2026   7,058   96.67   7/1/2026   7,230   94.37   8/1/2026   7,007   97.38   9/1/2026   60            Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Greg Peters   6,648   102.63   10/3/2026   5,533   123.30   11/1/2026   5,821   117.22   12/1/2026   5,352   127.49   1/3/2027   4,846   140.78   2/1/2027   4,783   142.65   3/1/2027   4,644   146.92   4/3/2027   4,392   155.35   5/1/2027   4,186   162.99   6/1/2027   4,668   146.17   7/3/2027   3,891   182.03   8/1/2027   4,054   174.74   9/1/2027   4,001   177.01   10/2/2027   3,578   198.00   11/1/2027   3,791   186.82   12/1/2027   3,523   201.07   1/2/2028   5,187   265.07   2/1/2028   4,735   290.39   3/1/2028   4,906   280.29   4/2/2028   4,389   313.30   5/1/2028   3,820   359.93   6/1/2028   3,453   398.18   7/2/2028   4,063   338.38   8/1/2028   3,782   363.60   9/4/2028   3,605   381.43   10/1/2028   4,332   317.38   11/1/2028   4,737   290.30   12/3/2028   5,137   267.66   1/2/2029   4,168   339.85   2/1/2029   3,965   357.32   3/1/2029   3,861   366.96   4/1/2029   3,739   378.81   5/1/2029   4,209   336.63   6/3/2029   3,782   374.60   7/1/2029   4,434   319.50   8/1/2029   4,897   289.29   9/3/2029   5,255   269.58   10/1/2029   4,939   286.81   11/1/2029   4,570   309.99   12/2/2029   4,296   329.81   1/2/2030   4,015   358.00   2/3/2030   3,772   381.05   3/2/2030   3,949   364.08   4/1/2030   3,461   415.27   5/1/2030   3,375   425.92   6/1/2030   2,960   485.64   7/1/2030 2021 PROXY STATEMENT     61   Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Greg Peters   2,883   498.62   8/3/2030   2,583   556.55   9/1/2030   2,725   527.51   10/1/2030   2,969   484.12   11/2/2030   2,849   504.58   12/1/2030 David Hyman   6,272   49.85   1/2/2025   3,962   63.01   2/2/2025   3,647   68.61   3/2/2025   4,235   59.02   4/1/2025   3,143   79.58   5/1/2025   2,807   89.00   6/1/2025   2,667   93.64   7/1/2025   2,221   112.56   8/3/2025   2,363   105.79   9/1/2025   2,359   105.98   10/1/2025   2,322   107.64   11/2/2025   1,994   125.37   12/1/2025   2,274   109.96   1/4/2026   4,439   94.09   2/1/2026   4,249   98.30   3/1/2026   3,952   105.70   4/1/2026   4,487   93.11   5/2/2026   4,115   101.51   6/1/2026   4,321   96.67   7/1/2026   4,426   94.37   8/1/2026   4,290   97.38   9/1/2026   4,070   102.63   10/3/2026   3,387   123.30   11/1/2026   3,564   117.22   12/1/2026   3,276   127.49   1/3/2027   1,798   140.78   2/1/2027   1,775   142.65   3/1/2027   1,722   146.92   4/3/2027   1,630   155.35   5/1/2027   1,553   162.99   6/1/2027   1,732   146.17   7/3/2027   1,390   182.03   8/1/2027   1,449   174.74   9/1/2027   1,430   177.01   10/2/2027   1,278   198.00   11/1/2027   1,355   186.82   12/1/2027   1,259   201.07   1/2/2028   2,574   265.07   2/1/2028   2,349   290.39   3/1/2028   2,435   280.29   4/2/2028   2,177   313.30   5/1/2028 62            Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date David Hyman   1,896   359.93   6/1/2028   1,713   398.18   7/2/2028   2,017   338.38   8/1/2028   1,876   363.60   9/4/2028   1,789   381.43   10/1/2028   2,150   317.38   11/1/2028   2,350   290.30   12/3/2028   2,549   267.66   1/2/2029   2,360   339.85   2/1/2029   2,245   357.32   3/1/2029   2,186   366.96   4/1/2029   2,117   378.81   5/1/2029   2,383   336.63   6/3/2029   2,141   374.60   7/1/2029   2,511   319.50   8/1/2029   2,772   289.29   9/3/2029   2,976   269.58   10/1/2029   2,796   286.81   11/1/2029   2,587   309.99   12/2/2029   2,432   329.81   1/2/2030   2,299   358.00   2/3/2030   2,160   381.05   3/2/2030   2,260   364.08   4/1/2030   1,981   415.27   5/1/2030   1,932   425.92   6/1/2030   1,695   485.64   7/1/2030   1,650   498.62   8/3/2030   1,479   556.55   9/1/2030   1,560   527.51   10/1/2030   1,700   484.12   11/2/2030   1,631   504.58   12/1/2030 Rachel Whetstone   20   290.30   12/3/2028   137   267.66   1/2/2029   214   339.85   2/1/2029   204   357.32   3/1/2029   199   366.96   4/1/2029   192   378.81   5/1/2029   217   336.63   6/3/2029   195   374.60   7/1/2029   228   319.50   8/1/2029   252   289.29   9/3/2029   271   269.58   10/1/2029   254   286.81   11/1/2029   235   309.99   12/2/2029   221   329.81   1/2/2030   262   358.00   2/3/2030 2021 PROXY STATEMENT     63   Option Awards Name Number of Securities Underlying Unexercised Options: Exercisable (#) Option Exercise Price ($) Option Expiration Date Rachel Whetstone   246   381.05   3/2/2030   257   364.08   4/1/2030   226   415.27   5/1/2030   220   425.92   6/1/2030   193   485.64   7/1/2030   188   498.62   8/3/2030   169   556.55   9/1/2030   177   527.51   10/1/2030   194   484.12   11/2/2030   186   504.58   12/1/2030 OPTION EXERCISES The following table sets forth information concerning each exercise of stock options during 20182020 for each of the Named Executive Officers on an aggregated basis.     Option Awards   Option Awards Name   Number of Shares Acquired on Exercise   Value Realized on Exercise ($) (1)   Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Kelly Bennett   14,000     $ 3,364,854   Reed Hastings   956,242     300,862,700     1,327,634   612,125,269 Ted Sarandos   105,372   30,045,923 Spencer Neumann   —   — Greg Peters   63,364     15,212,092     37,986   15,038,592 Ted Sarandos   275,138     47,443,271   David Wells   29,008     9,208,496   David Hyman   26,754   11,968,543 Rachel Whetstone   —   — (1) Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made. Potential Payments upon Termination orPOTENTIAL PAYMENTS UPON TERMINATION OR Change-in-ControlCHANGE-IN-CONTROL The Named Executive Officers are beneficiaries of the Company’s Amended and Restated Executiveour 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 Companyus 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, 20182020 and is based on 20192021 allocatable compensation, amounts, which went into effect prior to the end of ourthe 2020 fiscal year. The actual amounts that would be paid can only be determined at the time of the actual triggering event. The right to receive a severance benefit terminates upon a change in control transaction, so that the beneficiaries of the plan are not entitled to both a change in control benefit and a severance benefit.   Name   Severance Benefit   Change in Control Benefit   Severance Benefit ($)(1) Change in Control Benefit ($)(2) Kelly Bennett   $ 5,250,000     $ 7,000,000   Reed Hastings   22,500,000     30,000,000     25,987,500   34,650,000 Ted Sarandos   25,987,500   34,650,000 Spencer Neumann   8,662,500   11,550,000 Greg Peters   12,000,000     16,000,000     14,175,000   18,900,000 Ted Sarandos   22,500,000     30,000,000   David Wells   4,500,000     6,000,000   David Hyman   7,087,500   9,450,000 Rachel Whetstone   3,937,500   5,250,000   46 64          (1) The amounts in this column correspond to lump sum payments in cash that are equal to nine months of allocatable compensation. The amounts in this column would be payable upon a termination of employment (other than for cause, death, or permanent disability), so long as the Named Executive Officer signs a waiver and release of claims and an agreement not to disparage us, our directors or officers in a form reasonably satisfactory to us. The right to receive a severance benefit terminates upon a change in control transaction, so that the Named Executive Officers are not entitled to both a change in control benefit and a severance benefit. (2) The amounts in this column correspond to lump sum payments in cash that are equal to twelve months of allocatable compensation for the Named Executive Officer as of December 31, 2020. These are single-trigger payments that would be made upon a change in control, provided that the Named Executive Officer had not previously received severance under the Severance Plan. Pay Ratio Disclosure PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr.our Co-Chief Executive Officers, Messrs. Hastings our CEO.and Sarandos. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K. As disclosed in the Summary Compensation Table, the 20182020 annual total compensation as determined under Item 402 of RegulationS-K was $43,226,024 for our CEO was $36,080,417.Mr. Hastings and $39,318,251 for Mr. Sarandos. The 20182020 annual total compensation as determined under Item 402 of RegulationS-K for our median employee was $202,335.$219,577. Based on the foregoing, our estimate of the ratio of our CEO’sCo-Chief Executive Officers’ annual total compensation to our median employee’s annual total compensation for fiscal year 20182020 is 178197 to 1.1, in the case of Mr. Hastings, and 179 to 1, in the case of Mr. Sarandos.1 Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We determined that, as of December 31, 2018, our global employee population consisted of 6,789 employees, which excludes workers employed through unaffiliated third parties for which we do not set compensation. We annualized the compensation of all full-time and part-time employees who were not employed by us for all of 2018. We selected December 31, 2018,2020, which is within the last three months of 2018,2020, as the date upon which we would identify the “median employee”. employee.” We also used December 31 as our measuring date in 2019. Consistent with the summary executive compensation table,Summary Compensation Table, we examined total annual compensation for all employees (excluding Messrs. Hastings and Sarandos), which included: base salary, incentive compensation plan payments, option awards consisting of stock options, and other compensation such as 401(k) matching contributions. We annualized the compensation of all full-time and part-time employees who were not employed by us for all of 2020. For employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2018.2020. Compensation of Directors 1 While the 2020 allocatable compensation for Messrs. Hastings and Sarandos were identical, the total compensation amount determined under Item 402 of Regulation S-K and resulting pay ratios differ due to the accounting valuation attributable to their stock option grants.   Since 2015, none of the Company’s directors receive cash for services they provide as directors or members of Board committees but may be reimbursed for their reasonable expenses for attending Board and Board committee meetings. Eachnon-employee director receives stock options pursuant to the Director Equity Compensation Plan. The Director Equity Compensation Plan provides for a monthly grant of stock options to eachnon-employee director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2011 Stock Plan. The actual number of options granted each month to each of the Company’s 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 47 equal to the fair market value on the date of grant. These options can generally be exercised up to 10 years following the date of grant. The following table sets forth information concerning the compensation of the Company’snon-employee directors during 2018. The Compensation Committee periodically reviews our compensation program fornon-employee directors. In September 2018, Compensia conducted a competitive analysis of ournon-employee director compensation against thenon-employee director compensation paid by the companies that comprise the same executive compensation peer group used by the Compensation Committee in connection with its review of CEO compensation (as described in the “Compensation Discussion and Analysis” section above). Based on the Compensation Committee’s review of that analysis, the Compensation Committee determined that the Company’s current compensation program fornon-employee directors is appropriate and no changes were made at that time to the compensation paid to ournon-employee directors. 2021 PROXY STATEMENT     65 Proposal 4 Stockholder Proposal “Proposal 4 - Political Disclosures” THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” PROPOSAL FOUR. 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 on the date the proposal was submitted, has notified the Company of her intent to present the following proposal at the Annual Meeting. Resolved: Shareholders of Netflix Inc (“Company”) hereby request that our Company provide a report, updated semiannually, disclosing the Company’s: 1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. 2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: a. The identity of the recipient as well as the amount paid to each; and b. The title(s) of the person(s) in the Company responsible for decision-making. The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. SUPPORTING STATEMENT As long-term shareholders, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Relying on available data does not provide a complete picture of the Company’s electoral spending. For example, payments to trade associations that may be used for election-related activities are undisclosed and unknown. This proposal asks Netflix to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies in the 2020 CPA-Zicklin Index.1 Proposals on this topic at Alliant Energy, Macy’s, and Cognizant Technology Solutions passed last in 2019, despite board opposition. In 2020, shareholders of Activation Blizzard, Centene Corporation, J.B. Hunt Transport Services, and Western Union have also passed similar proposals. The Company’s Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections. We urge your support for this critical governance reform. Consider also that our Company maintains a classified board, plurality vote standard for uncontested directors, supermajority requirements to change bylaws, and does not allow shareholders to act by written consent. This, despite the fact that a majority of shares voted to change each of these provisions, sometimes more than once. Increase Long-Term Shareholder Value Vote for Political Disclosures—Proposal 4 1 https://politicalaccountability.net/hifi/files/2020-CPA-Zicklin-Index.pdf Names   Fees Earned or Paid in Cash ($)2021 PROXY STATEMENT         67 NETFLIX OPPOSING STATEMENT The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders. This stockholder proposal is nearly identical to a proposal presented last year and that failed to receive a majority of votes cast. Political contributions are already publicly disclosed. Indeed, U.S. federal and all 50 state election laws require either the contributor or the recipient campaign or committee to publicly file reports disclosing such contributions. Those disclosures are aggregated by a number of groups and are available and easily searchable on public websites. Therefore, we question the benefit of reporting our political contributions in the proposed manner, as it would be duplicative of existing disclosures. As is noted in the supporting statement, the report requested by the stockholder proposal would specifically include trade association or nonprofit payments that could be used for electoral purposes. We would note that the trade associations Netflix joins for various business-related reasons may also take political or policy positions we do not share, and that are not directly attributable to the membership dues we pay. It can also be difficult for us to assess exactly how our contributions to such organizations could be used, which could make it difficult to comply with this proposal. While the Board opposes this specific proposal, it acknowledges the interest in greater transparency regarding corporate political contributions. Accordingly, the Board will further evaluate what disclosures are appropriate for the Company to provide regarding political contributions. For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Four. Required Vote The affirmative vote of the majority of the votes cast is required to approve the stockholder proposal. The proposal is precatory and accordingly, is not binding on the Board or the Company. Netflix Recommendation The Board unanimously recommends that the stockholders vote “Option AwardsAGAINST ” Proposal Four. 68          ($)Proposal 5 Stockholder Proposal “Proposal 5 - Simple Majority Vote” THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” PROPOSAL FIVE. 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 Ave., No. 205, Redondo Beach, CA, 90278, the beneficial owner of 100 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of his intent to present the following proposal at the Annual Meeting. RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. SUPPORTING STATEMENT Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner. Currently a 2%-minority can frustrate the will of our 66%-shareholder majority in an election with 68% of shares casting ballots. In other words a 2%-minority could have the power to prevent shareholders from modernizing the governance of our company. This can be particularly important during periods of management underperformance and/or an economic downturn. Currently the role of shareholders is downsized because management can simply ignore an overwhelming 66%-vote of shareholders. This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016- 82%, 2015 - 80%, 2013 -81% Apparently NFLX shareholders are not pleased with our directors sitting on their hands in regard to this proposal topic in spite of these enormous shareholder votes. 54% of NFLX shares rejected Jay Hoag, who chaired the NFLX Governance Committee, in 2020. Based on this 54% rejection shareholders could consider Mr. Hoag undesirable for reelection to the Board of Electronic Arts, Peloton Interactive, TripAdvisor and Zillow Group if they own stocks in these companies. Reed Hastings and Mathias Dopfner were each rejected by 33% of shares in 2020. If these directors join the Boards of any public company, shareholders who own stock in those companies could consider them undesirable directors. 38% of shares rejected management pay in 2020. Unfortunately Mr. Timothy Haley, chair of the management pay committee, is untouchable by a NFLX shareholder vote until 2022. If Mr. Haley stands for reelection at 2U, Inc. and Zuroa in 2021 shareholders in those companies could consider Mr. Haley an undesirable director. Please vote yes: Simple Majority Vote-Proposal 5 70          NETFLIX OPPOSING STATEMENT The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders. Although our company has been around for more than 20 years, we operate in an extremely dynamic business environment. The global media landscape is undergoing rapid change, much of which we have been pioneering. The competitive landscape in which we operate is also rapidly changing. We face growing competition from companies that have launched similar streaming services and we are increasing our content development. We expect to see substantial shifts in market dynamics over the coming years, and we need to maintain flexibility to execute our long-term strategic initiatives. A simple majority vote requirement already applies to most corporate matters submitted to a vote of our stockholders. We believe that 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. This proposal has been presented for stockholders most recently in 2020 and received a majority of votes cast. The Board has weighed the voting results as part of a regular and ongoing examination of our governance structure. We are also aware that many stockholders, including ours, are supportive of a simple majority standard. The Board continues to believe that the current governance structure, including our supermajority standard, is appropriate for this point in our evolution. There is a desire to have some flexibility to implement our long-term plan, and we believe the supermajority standard is important to providing this needed flexibility. This provision ensures that fundamental changes are broadly supported by stockholders, and we continue to believe that it is in the best interest of the Company and our stockholders. For the foregoing reasons, the Board unanimously believes that this proposal is not in the best interests of Netflix or our stockholders, and recommends that you vote “AGAINST” Proposal Five. Required Vote The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The proposal is precatory and accordingly, is not binding on the Board or the Company. Netflix Recommendation The Board unanimously recommends that the stockholders vote “AGAINST” Proposal Five. 2021 PROXY STATEMENT         Total ($)71   Richard N. BartonProposal 6 Stockholder Proposal “Stockholder Proposal to Improve the Executive Compensation Philosophy” THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” PROPOSAL SIX. 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. Jing Zhao, 1745 Copperleaf Ct., Concord, CA 94519, the beneficial owner of 8 shares of the Company’s common stock on the date the proposal was submitted, has notified the Company of his intent to present the following proposal at the Annual Meeting. Resolved: stockholders recommend that Netflix, Inc. improve the executive compensation philosophy to include CEO pay ratio and other factors. SUPPORTING STATEMENT Section 953(b) of the Dodd-Frank Act directed the SEC to amend Item 402 of Regulation S-K to require each company to disclose the annual total compensation of the CEO, the median of the annual total compensation of all employees (except the CEO), and the ratio of these two amounts (CEO pay ratio). Netflix’s CEO pay ratio was 133:1 in 2017 (2018 Proxy Statement p. 65), 178:1 in 2018 (2019 Proxy Statement p. 47), and 190:1 in 2019 (2020 Proxy Statement p. 70). Since the median of the annual total compensation cannot jump, the rising ratio is due to the CEO compensation jump from $24,377,499 in 2017 to $36,080,417 in 2018 (48% increase), to $38,577,129 in 2019 (Ibid. p.49). The section “Determining Executive Compensation Magnitude” lists some philosophical points of executive compensation (Ibid. pages 39-40) without any consideration of social and economic factors, such as the CEO pay ratio. There is no rational methodology or program to determine the executive compensation. For example, Twitter’s CEO pay ratio is less than 0.001 in 2018 and in 2019, Amazon’s CEO pay ratio is 58:1 in 2018 and in 2019. JCPenney’s alarming CEO pay ratio 1294:1 in 2018 is one cause to its bankruptcy. The executive compensations of big Japanese and European companies are much less than big American companies. As Warren Buffett stated, “There’s class warfare, all right, but it’s my class, the rich class, that’s making war, and we’re winning.” (“In Class Warfare, Guess Which Class Is Winning”, New York Times Nov. 26, 2006.) America’s ballooning executive compensation is neither responsible for the society nor sustainable for the economy, especially under the current social and economical crisis. Reducing the CEO pay ratio should be included to the philosophy of executive compensation. The Compensation Committee has the flexibility to include other social and economic factors. NETFLIX OPPOSING STATEMENT The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders. The proposal is vague and unclear and therefore would be difficult to implement. The proposal fails to explain how the CEO pay ratio and “other factors” should be considered in improving our executive compensation philosophy. It is difficult to determine what actions would be required to change our current executive compensation philosophy to implement the proposal. The proposal also does not specify the “other factors” that should be considered in our compensation philosophy. Moreover, CEO pay ratios vary widely across companies as different companies may have different employment and compensation practices. The SEC has stated that the purpose of CEO pay ratio disclosures is not to facilitate 2021 PROXY STATEMENT         — $ 377,861 (1) $ 377,861 (2) A. George (Skip) Battle — 377,861 (1) 377,861 (3) Rodolphe Belmer — 347,147 (1) 347,147 (4) Mathias Döpfner — 96,129 (1) 96,129 (5) Timothy M. Haley — 377,861 (1) 377,861 (6) Jay C. Hoag — 377,861 (1) 377,861 (7) Leslie Kilgore — 377,861 (1) 377,861 (8) Ann Mather — 377,861 (1) 377,861 (9) Susan E. Rice — 285,978 (1) 285,978 (10) Bradford L. Smith — 377,861 (1) 377,861 (11) Anne M. Sweeney — 377,861 (1) 377,861 (12)73   (1) Option awards reflect comparisons among registrants and that precise conformity or comparability of the monthly grantpay ratio across companies is not necessarily achievable given the variety of factors that could cause the ratio to differ, companies may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. For example, the flexibility of our employees to allocate their compensation to stock options rather than cash makes it difficult to eachnon-employee directorproperly evaluate our overall compensation through the use of one metric, such as CEO pay ratio. As a result, the utility of CEO pay ratio as a comparative metric at Netflix and industry-wide is limited. This proposal appears premised on the dateserroneous assertion that, “[t]here is no rational methodology or program to determine the executive compensation.” This is simply not true. As described in the section entitled “Compensation Discussion and Analysis” above, our compensation program and philosophy are thoughtfully designed and applied. We already consider a number of factors that apply to both executives and the majority of our employees alike. We aim to pay all employees at the aggregate grant date fair values,top of their personal market and provide highly competitive compensation packages, which enables us to attract and retain the most talented employees from around the globe. The compensation program is designed to be simple, transparent, and to create a long-term alignment with stockholders’ interests. Our Compensation Committee evaluates our compensation practices on an ongoing basis to determine whether they are appropriate to attract, retain and reward outstanding performers. Our compensation practices also are tailored to account for the specific needs and responsibilities of the particular position as shown below.well as the performance and unique qualifications of the individual employee, rather than by seniority or Netflix’s overall performance. We believe this helps us attract and retain the most talented employees from around the globe to drive innovation, creativity, growth and long-term value for our stockholders. The proposal would interfere with this carefully designed compensation program, which we believe is not only effective but integral to our success. In 2020, we conducted a pay equity analysis and adopted practices to ensure that employees from underrepresented groups are not being underpaid relative to others doing the same or similar work. We also practice “open compensation,” which means the top leaders (director-level and above) at the Company can see how much any employee is paid. This encourages open discussions about pay disparities. We aim to rectify any pay gaps that we find through these approaches. Grant Date    Fair Value   1/2/2018    $ 30,594   2/1/2018      30,605   3/1/2018      30,549   4/2/2018      32,058   5/1/2018      31,977   6/1/2018      32,121   7/2/2018      31,253   8/1/2018      31,296   9/4/2018      31,084   10/1/2018      32,088   11/1/2018      32,072   12/3/2018      32,165   In summary, our compensation program and philosophy are thoughtfully designed and already consider a number of factors in setting compensation. The vague proposal to include the CEO pay-ratio and “other factors” in our compensation philosophy is unnecessary and would interfere with the ability of the Compensation Committee to optimally design our compensation program in a manner that it believes is in the best interest of the Company and our stockholders. 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. Required Vote The affirmative vote of the majority of the Votes Cast is required to approve the stockholder proposal. The proposal is precatory and accordingly, is not binding on the Board or the Company. Netflix Recommendation   (2) Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2018 was 52,842. The Board unanimously recommends that the stockholders vote “AGAINST” Proposal Six.   48 74          OTHER INFORMATION                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 8, 2021 by (i) each stockholder that we know is the beneficial owner of more than 5% of our common stock, (ii) each director and nominee for director, (iii) each Named Executive Officer, and (iv) all executive officers and directors as a group. We have relied upon information provided to us by our directors and Named Executive Officers and copies of documents sent to us 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 our common stock beneficially owned by them. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 8, 2021 are also deemed outstanding for purposes of calculating the percentage ownership of that person, and if applicable, the percentage ownership of the executive officers and directors as a group, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Unless otherwise indicated, the address for each stockholder listed in the table below is c/o Netflix, Inc., 100 Winchester Circle, Los Gatos, CA 95032. Name and Address Number of Shares Beneficially Owned Percent of Class The Vanguard Group, Inc.(1) 100 Vanguard Blvd Malvern, PA 19355   33,200,737   7.49 % Capital Research Global Investors(2) 333 South Hope Street Los Angeles, CA 90071   30,232,937   6.82 % BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055   28,731,448   6.48 % Reed Hastings(4)   7,998,031   1.79 % Jay C. Hoag(5) 250 Middlefield Road Menlo Park, CA 94025   2,624,183   * Ted Sarandos(6)   563,134   * Greg Peters(7)   286,036   * David Hyman(8)   221,563   * Spencer Neumann(9)   73,474   * Richard N. Barton(10)   49,134   * Leslie Kilgore(11)   46,901   * Timothy M. Haley(12) c/o Redpoint Ventures 2969 Woodside Road Woodside, CA 94062   37,826   * Bradford L. Smith(13)   30,371   * Ann Mather(14)   16,866   * Anne M. Sweeney(15)   8,705   * Rachel Whetstone(16)   6,227   * Mathias Döpfner(17)   5,143   * Rodolphe Belmer(18)   4,543   * Strive Masiyiwa(19)   464   * All directors and executive officers as a group (18 persons)(20)   11,989,268   2.68 % 76          (3)* Aggregate numberLess than 1% of option awardsthe Company’s outstanding held by Mr. Battle at December 31, 2018 was 93,739.shares of common stock. (4)1. Aggregate numberAs of option awards outstanding held by Mr. Belmer at December 31, 2018 was 2,136.2020, based on information provided by The Vanguard Group, Inc. in the Schedule 13G/A filed February 10, 2021. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 31,246,463 shares, shared dispositive power with respect to 1,954,274 shares, shared voting power with respect to 758,570 shares, and sole voting power with respect to zero shares. (5)2. Aggregate numberAs of option awards outstanding held by Mr. Döpfner at December 31, 2018 was 576.2020, based on information provided by Capital Research Global Investors in the Schedule 13G/A filed February 16, 2021. Of the shares beneficially owned, Capital Research Global Investors reported that it has sole dispositive power with respect to all the shares and sole voting power with respect to 30,224,074 shares. (6)3. Aggregate numberAs of option awards outstanding held by Mr. Haley at December 31, 2018 was 33,284.2020, based on information provided by BlackRock, Inc. in the Schedule 13G/A filed January 29, 2021. Of the shares beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to all of the shares and sole voting power with respect to 24,895,490 shares. (7)4. Aggregate numberIncludes options to purchase 3,075,639 shares. Mr. Hastings is a trustee of option awards outstanding held by Mr. Hoag at December 31, 2018 was 51,204.the Hastings-Quillin Family Trust, which is the holder of 4,922,392 of the Company’s shares. (8)5. Aggregate number of option awards outstandingIncludes (i) 703,825 common shares that are directly held by Ms. Kilgore at December 31, 2018 was 10,082.TCV VII, L.P. (“TCV VII”), (ii) 365,509 common shares that are directly held by TCV VII (A), L.P. (“TCV VII (A)”), (iii) 6,086 common shares that are directly held by TCV Member Fund, L.P. (“Member Fund”), (iv) 640,434 common shares that are directly held by Orange Investor, L.P. (“Orange Investor”), (v) 172,704 common shares that are directly held by Orange Investor (A), L.P. (“Orange Investor (A)”), (vi) 39,777 common shares that are directly held by Orange Investor (B), L.P. (“Orange Investor (B)”), (vii) 47,085 common shares that are directly held by Orange (MF) Investor, L.P. (“Orange Investor (MF)”), (viii) options to purchase 31,049 common shares held by Jay C. Hoag, (ix) 479,398 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and (x) 138,316 common shares held by Hamilton Investments Limited Partnership (“Hamilton Investments”). Jay C. Hoag and six other individuals (the “Class A Directors of Management VII”) 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 of Management VII and TCM VII may be deemed to beneficially own the shares held by TCV VII, TCV VII (A) and Member Fund, but each disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Mr. Hoag and five other individuals (the “Class A Directors of Management VIII”) are Class A Directors of Technology Crossover Management VIII, Ltd. (“Management VIII”) and limited partners of Technology Crossover Management VIII, L.P. (“TCM VIII”). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC (“Orange GP”), which in turn is the sole general partner of Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor. The Class A Directors of Management VIII and TCM VIII may be deemed to beneficially own the shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor but each disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor are also pledged as collateral for a third party debt facility. Mr. Hoag has the sole power to dispose and direct the disposition of the options and any shares issuable upon exercise of the options, and the sole power to direct the vote of the shares of common stock to be received upon exercise of the options. However, with respect to the options, Mr. Hoag has transferred to TCV VII Management, L.L.C. (“TCV VII Management”) and TCV VIII Management, L.L.C. (“TCV VIII Management”) 100% of the pecuniary interest in such options and any shares to be issued upon exercise of such options. Mr. Hoag is a member of TCV VII Management and TCV VIII Management but disclaims beneficial ownership of such options and any shares to be received upon exercise of such options except to the extent of his pecuniary interest therein. Mr. Hoag is a trustee of the Hoag Family Trust and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Hoag Family Trust. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments and may be deemed to have the sole power to dispose or direct the disposition of the shares held by Hamilton Investments. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (9)6. Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2018 was 38,198.Includes options to purchase 563,134 shares. (10)7. Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2018 was 1,685.Includes options to purchase 272,946 shares. (11)8. Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2018 was 19,330.Includes options to purchase 189,953 shares. (12)9. Aggregate numberIncludes options to purchase 73,474 shares. 10. Includes options to purchase 31,876 shares. Mr. Barton is a trustee of option awards outstanding held by Ms. Sweeney at December 31, 2018 was 19,330.the Barton Family Foundation, which is the holder of 10,000 of the Company’s shares. 11. Includes options to purchase 11,705 shares. 12. Includes options to purchase 37,826 shares. 13. Includes options to purchase 23,872 shares. 14. Includes options to purchase 16,866 shares. 15. Includes options to purchase 8,705 shares. 16. Includes options to purchase 5,912 shares. 17. Includes options to purchase 5,118 shares. 18. Includes options to purchase 4,543 shares. 19. Includes options to purchase 464 shares. 20. Includes, without duplication, the shares and options listed in footnotes (4) through (19) above. Equity Compensation Plan InformationDELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Based solely on a review of forms filed in the SEC’s EDGAR database and written representations from executive officers and directors, we believe that during the fiscal year ended December 31, 2020, all filing requirements were satisfied on a timely basis, except that, due to an administrative error: (A) a late Form 4 was filed for each of Richard Barton, Rodolphe Belmer, Mathias Döpfner, Timothy Haley, Reed Hastings, David Hyman, Leslie Kilgore, Ann Mather, Jessica Neal, Spencer Neumann, Greg Peters, Susan Rice, Ted Sarandos, Brad Smith, Anne Sweeney and Rachel Whetstone on September 4, 2020, with respect to stock options granted on September 1, 2020 and (B) a late Form 4 was filed for Mr. Barton on September 4, 2020 with respect to transactions that occurred September 1, 2020.   2021 PROXY STATEMENT     77 EQUITY COMPENSATION PLAN INFORMATION The following table summarizes the Company’sour equity compensation plans as of December 31, 2018.2020. There were no equity compensation plans or arrangements not approved by security holders.       Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights     Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights     Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))   Plan category   (a)     (b)     (c)   Equity compensation plans or arrangements approved by security holders     20,479,278 (1)     $ 89.61       28,199,988 (2)   Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans or arrangements approved by security holders: 2002 Plan(1)   416,418   21.26   — 2011 Plan(2)   17,446,523   158.02   — 2020 Plan   813,869   508.30   21,702,085 Equity compensation plans not approved by security holders   —   —   — Total   18,676,810 (3)    170.23   21,702,085 (1) Our Amended and Restated 2002 Stock Plan (the “2002 Plan”) terminated in 2012, and no new awards may be issued thereunder. The outstanding options under the 2002 Plan are described in this row. (2) No new awards may be issued under the Netflix, Inc. 2011 Stock Plan (the “2011 Plan”) after June 4, 2020. The outstanding options under the 2011 Plan are described in this row. (3) Weighted average life is 5.715.55 years. (2) Includes (i) 19,500,047 shares of the Company’s common stock reserved under its 2002 Employee Stock Purchase Plan (“ESPP”), as amended, for future issuance, and (ii) 8,699,941 shares of the Company’s common stock reserved under its 2011 Stock Plan. In 2010, the Company suspended payroll contributions to the ESPP and ended purchases of shares by employees. The Company currently does not expect to resume ESPP contributions or purchases for the foreseeable future. 49 Compensation Risk The Company’s compensation policies fornon-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 website athttp://www.netflixinvestor.com/governance/governance-docs. Any waivers of the Code of Ethics will be posted at that website. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by the SEC rules to furnish the Company with copies of all Forms 3, 4 and 5 they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during fiscal year 2018 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. 50 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee engages and supervises the Company’s independent registered public accounting firm and oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation of financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s annual report onForm 10-K for the year ended December 31, 2018 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 (“EY”), the Company’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality of the Company’s accounting principles and the other matters required to be discussed with the Audit Committee under the auditing standards generally accepted in the United States of America, including the matters required by 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 EY 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 EY during the year ended December 31, 2018 for audit andnon-audit services, which fees are described under the heading “Principal Accountant Fees and Services.” The Audit Committee has determined that the rendering of allnon-audit services by EY were compatible with maintaining its independence. The Audit Committee discussed with EY the overall scope and plans for its audit. The Audit Committee met with EY, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report onForm 10-K for the year ended December 31, 2018, for filing with the Securities and Exchange Commission. Audit Committee of the Board of Directors Richard N. Barton Leslie Kilgore Ann Mather 51 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Agreements with Directors and Executive Officers The Company has entered into indemnification agreements with each of its directors and executive officers. These agreements require the Company to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company. Procedures for Approval of Related Party Transactions The Company has a written policy concerning the review and approval of related party transactions. Potential related party transactions are identified through an internal review process that includes a review of payments made in connection with transactions in which related persons may have had a direct or indirect material interest. Those transactions that are determined to be related party transactions under Item 404 of RegulationS-K issued by the SEC are submitted for review by the Audit Committee for approval and to conduct aconflicts-of-interest analysis. The individual identified as the “related party” may not participate in any review or analysis of the related party transaction. Mr. Hastings beneficially owns two aircraft which are leased to Netflix by him under time-sharing agreements for Netflix business related travel by Mr. Hastings and other Netflix employees. Under the terms of the time-sharing agreements, Netflix provides payment to Mr. Hastings for such travel based on the aggregate incremental cost of each specific flight pursuant to applicable FAA regulations. In 2018, Netflix reimbursed Mr. Hastings $1,176,982 under these time-sharing agreements. 52 STOCKHOLDERS SHARING AN ADDRESS Stockholders sharing an address with another stockholder may receive only one Notice of Internet Availability of Proxy Materials at that address unless they have provided contrary instructions. Any such stockholder who wishes to receive a separate Notice of Internet Availability of Proxy Materials now or in the future may write or call Broadridge to request a separate copy from: Householding Department Broadridge 51 Mercedes Way, Edgewood, NY 11717 (800) 542-10611-866-540-7095 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. 78          OTHER MATTERS The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment. By order of the Board of Directors   David Hyman General CounselChief Legal Officer and Secretary April 23, 20192021 Los Gatos, California   53 2021 PROXY STATEMENT     79   NETFLIX, INC. 100 WINCHESTER CIRCLE LOS GATOS, CA 95032   VOTE BY INTERNET BeforeTheMeeting- Go towww.proxyvote.com   Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on June 5, 2019.2, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   During The MeetingDuringTheMeeting- Go towww.virtualshareholdermeeting.com/nflx2019nflx2021   You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.   VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m. Pacific Time on June 5, 2019.2, 2021. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.   TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E75886-P20439D39612-P51438                 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — —  — — — — — — — — — — — — — —��� — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — —       DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.     NETFLIX, INC.                           The Board of Directors recommends you vote FOR the following proposals:                         1.  To elect four Class III directors to hold office until the 20222024 Annual Meeting of Stockholders.                                Nominees:     For                  Withhold                     1a. Timothy M. HaleyRichard N. Barton     ☐         ☐     The Board of Directors recommends you vote AGAINST the following proposals:      For        Against        Abstain       1b. Leslie KilgoreRodolphe Belmer     ☐         ☐     4.    Stockholder proposal regarding political disclosure,entitled, “Proposal 4 – Political Disclosures,” if properlypresentedproperly presented at the meeting.        ☐       ☐       ☐         1c. Ann MatherBradford L. Smith     ☐         ☐     5.    Stockholder proposal regarding simple majority vote,entitled, “Proposal 5 – Simple Majority Vote,” if properly presented at the meeting.        ☐       ☐       ☐                    1d. Susan RiceAnne M. Sweeney     ☐         ☐     6.    Stockholder proposal entitled, “Stockholder Proposal to Improve the Executive Compensation Philosophy,” if properly presented at the meeting.    ☐     ☐ ☐           For        Against        Abstain                     2.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.2021.     ☐       ☐       ☐                     3.  Advisory approval of the Company’s executive officer compensation.     ☐       ☐       ☐                     Mark box at right if an address change or comment has been noted on this card.   ☐                     This proxy should be marked, dated and signed by the stockholder or stockholders exactly as the stockholder’s or stockholders’ names appearname(s) appear(s) hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary or representative capacity should so indicate. If shares are held by joint tenants, as community property or otherwise by more than one person, all should sign.                                                                                                                                                         Signature [PLEASE SIGN WITHIN BOX]     Date         Signature (Joint Owners)      Date                                     Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.   — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — E75887-P20439D39613-P51438     FORM OF PROXY NETFLIX, INC. ANNUAL MEETING OF STOCKHOLDERS JUNE 6, 20193, 2021 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 23, 2019,2021, and hereby appoints Reed HastingsDavid Hyman and Spencer Neumann, 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 June 6, 2019,3, 2021, and at any adjournments thereof, upon the proposals set forth in this Proxyproxy 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 on the reverse side or if no direction is made, this proxy will be voted FOR the nominees for Class III directors set forth on the reverse side (item 1), FOR items 2 and 3, and AGAINST items 4, 5, and 5,6, and in the discretion of the proxies on all other matters as may be properly brought before the meeting or any adjournments thereof. Either of such proxies or substitutes shall have and may exercise all of the powers of said proxies hereunder.   Address Changes/Comments:   (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side