| | | | | | | 
| | 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
($) | | | | 1/4/2021 | | | 31,285 | | | | 2/1/2021 | | | 31,178 | | | | 3/1/2021 | | | 31,025 | | | | 4/1/2021 | | | 29,257 | | | | 5/3/2021 | | | 29,280 | | | | 6/1/2021 | | | 29,170 | | | | 7/1/2021 | | | 27,672 | | | | 8/2/2021 | | | 27,860 | | | | 9/1/2021 | | | 27,609 | | | | 10/1/2021 | | | 28,783 | | | | 11/1/2021 | | | 28,841 | | | | 12/1/2021 | | | 28,716 | |
| (2) | Ambassador Susan Rice served on the Board through January 20, 2021. | 1/2/2020
| | | | 29,336 |
| (3) | Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2021 was 32,765. |
| (4) | Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 2021 was 5,431. | 2/3/2020
| | | | 29,485 |
| (5) | Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2021 was 6,007. |
| (6) | Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2021 was 38,715. | 3/2/2020
| | | | 29,407 |
| (7) | Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2021 was 13,127. |
| (8) | Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2021 was 12,594. | 4/1/2020
| | | | 31,573 |
| (9) | Aggregate number of option awards outstanding held by Mr. Masiyia at December 31, 2021 was 1,353. |
| (10) | Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2021 was 16,946. | 5/1/2020
| | | | 31,800 |
| (11) | Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2021 was 0. |
| (12) | Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2021 was 24,761. | 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 |
| (13) | Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2021 was 9,594. |
(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 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.
| | | | | 30 | | 2021 PROXY STATEMENT
| | 27 |
This management proposal seeks to provide for the phased-in elimination of the classified board of directors structure, which, when it is complete, will result in all directors standing for election annually for a one-year term. As part of our continuous evaluation of corporate governance practices, our Board regularly reviews our governing documents and considers possible changes. While we believe our current governance structure has served our stockholders extraordinarily well with a sustained period of substantial growth, our Board, having heard our stockholders’ preferences expressed through our engagement with them and assessment of precatory proposals in recent years, has decided that it is in the best interests of the Company and our stockholders at this time to transition to a more standard large-cap governance structure, including by declassifying our Board. Over the years, we have engaged with many of our stockholders who have indicated support for declassification. Additionally, following the initial announcement of our move toward an updated governance structure, we heard from a number of stockholders who conveyed their positive reactions to the governance changes, including declassification. Currently, our Charter provides that the Board is divided into three classes, with members of each class serving for staggered three-year terms. After considering the advantages and disadvantages of the classification of the Board at this time, the Board has approved, and recommends that stockholders approve, amendments to our Charter to eliminate the classified board structure and provide for annual election of directors, to be phased in as follows: (1) at the 2022 Annual Meeting, stockholders would have the opportunity to vote on the proposed Charter amendment that would implement phased-in declassification, with the Board recommending and soliciting in favor of the passage of the Charter amendment; (2) if such Charter amendment is approved this year, then the directors to be elected at the 2023 annual meeting of our stockholders and thereafter will be elected to one-year terms expiring at the next annual meeting; and (3) directors who were elected prior to the 2023 annual meeting would serve out their remaining terms, including the directors standing for election at this 2022 Annual Meeting for full three-year terms expiring at the 2025 annual meeting. As a result, beginning with the election of directors at the 2025 annual meeting, all directors will be elected for one-year terms and the classification of the Board will terminate. In addition, the proposed amendment to the Charter will specify, consistent with Delaware law, that as long as the Board is classified (that is, until the election of directors to be held at the 2025 annual meeting), directors may be removed only for cause. The proposed Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A, which we would file promptly following the Annual Meeting if our stockholders approve this proposal (subject to revision as described below under “Partial Stockholder Approval of Recommended Charter Amendments” if our stockholders approve only some of the Charter amendment proposals recommended by the Board in this Proxy Statement). Certain conforming changes will be required to be made to our bylaws, contingent upon the effectiveness of the proposed amendment to the Charter. If the Charter amendment is approved, the Board will adopt the conforming changes to the bylaws (which do not require stockholder approval), with such changes as the Board may approve consistent with the amended Charter. For the reasons discussed above, the Board believes it is in the best interests of the Company and our stockholders at this time to implement this proposal for the phased-in elimination of the classified board of directors structure. Partial Stockholder Approval of Recommended Charter Amendments We are submitting, and the Board unanimously recommends that you vote “FOR”, three separate proposals to amend our Charter: Proposal 2 to declassify our Board; Proposal 3 to eliminate supermajority voting provisions; and Proposal 4 to create a new stockholder right to call a special meeting. If all three Board-recommended Charter amendment proposals are approved by our stockholders, all of the changes contained in the proposed Amended and Restated Certificate of Incorporation attached to this Proxy Statement as Appendix A will be made. However, approval of each Board-recommended Charter amendment 
| | | | | 32 | |
| | |
proposal is not contingent on approval of the others, and if only some, but not all, of the Board-recommended Charter amendment proposals are approved by our stockholders, amendments to our Charter contained in Appendix A will made as follows: Amendment to Article VI, paragraph A will be made as set forth in Appendix A only if Proposal 2 is approved by our stockholders; Amendment to Article VII and Article IX will be made as set forth in Appendix A only if Proposal 3 is approved by our stockholders; Amendment to Article V, paragraph D will be made as set forth in Appendix A only if Proposal 4 is approved by our stockholders; Amendment to Article VI, paragraph D will be made as set forth in Appendix A only if both Proposal 2 and Proposal 3 are approved by our stockholders. If Proposal 2 is approved by our stockholders but Proposal 3 is not, Article VI, paragraph D will be amended such that removal of directors from the Board may only be for cause until the election of directors at our 2025 annual meeting and thereafter may be made with or without cause, but such removal will continue to require the affirmative vote of the holders of at least 66 2/3 percent (66 2/3%) of the voting power of all of the then outstanding shares of our capital stock then entitled to vote at the election of directors, voting together as a single class. If Proposal 3 is approved by our stockholders but Proposal 2 is not, Article VI, paragraph D will be amended such that the Supermajority Voting Requirement would no longer apply to removal of directors but such removal may only be for cause. If neither Proposal 2 nor Proposal 3 is approved by our stockholders, no amendment to Article VI, paragraph D will be made; and All other amendments set forth in Appendix A will be made if any of Proposal 2, Proposal 3, or Proposal 4 is approved by our stockholders. Required Vote The affirmative vote of the holders of 66 2/3 percent (66 2/3%) of the voting power of the shares of voting stock entitled to vote generally in the election of directors, voting together as a single class, is required to approve this proposal pursuant to the Charter. Netflix Recommendation | | |  | |
The Board unanimously recommends that you vote “FOR” this management Proposal 2 to declassify the board of directors.
|
| | | | | | | | | Proposal 2 2022 Proxy Statement
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
| | 
| 33 | |
This management proposal seeks to eliminate all supermajority voting provisions set forth in our Charter. As part of our continuous evaluation of corporate governance practices, our Board regularly reviews our governing documents and considers possible changes. While the Board recognizes that supermajority voting requirements can promote stability and protect stockholders by requiring broad stockholder support for certain fundamental changes, and notes that we believe our current governance structure has served our stockholders extraordinarily well with a sustained period of substantial growth, the Board, having heard our stockholders’ preferences expressed through their engagement with us and their assessment of precatory proposals in recent years, has decided that it is in the best interests of the Company and our stockholders at this time to recommend that our stockholders adopt amendments to our Charter to eliminate all supermajority voting requirements. Over the years, we have engaged with many of our stockholders who have indicated support for the elimination of supermajority voting provisions. Additionally, following the initial announcement of our move toward an updated governance structure, we heard from a number of stockholders who conveyed their positive reactions to the governance changes, including the elimination of supermajority voting provisions. Currently, our Charter provides that certain amendments to our Charter or bylaws require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares of voting stock entitled to vote generally in the election of directors, voting together as a single class (the “Supermajority Voting Requirement”). Specifically, Article IX of our Charter provides that any amendment or repeal of any of the Charter provisions listed below must be approved pursuant to the Supermajority Voting Requirement: Authority of the Board and Annual and Special Meeting of Stockholders (Article V) Election of the Board (Article VI) Amendment to the Bylaws (Article VII) Indemnification (Article VIII) Amendment to the Charter (Article IX) Article VII of our Charter provides that any amendment or repeal of any of the bylaw provisions listed below must be approved pursuant to the Supermajority Voting Requirement. Meetings of Stockholders (Bylaws Article II) Number of Directors (Bylaws Section 3.2) Election, Qualification and Term of Office of Directors of the Board (Bylaws Section 3.3) Resignation and Vacancies on the Board (Bylaws Section 3.4) Removal of Directors (Bylaws Section 3.15) Indemnity (Bylaws Article VI) Amendments (Bylaws Article IX) In addition, Article VI, paragraph D of our Charter provides that removal of any director is subject to, among others, the Supermajority Voting Requirement. After considering the advantages and disadvantages of the Supermajority Voting Requirement at this time, the Board has approved, and recommends that stockholders approve, amendments to our Charter to remove the Supermajority Voting Requirements contained therein. If the proposed amendments are approved by our stockholders, (i) future amendments to our Charter, including those provisions listed above, will not be subject to the Supermajority Voting Requirement and will instead require the affirmative vote of the holders of a majority of our outstanding common stock as provided under applicable law, and (ii) stockholders will not be subject to the Supermajority Voting Requirement to remove directors. 
The proposed Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A, which we would file promptly following the Annual Meeting if our stockholders approve this proposal (subject to revision as described above under “Proposal 2: Declassification of the Board of Directors—Partial Stockholder Approval of Recommended Charter Amendments” if our stockholders approve only some of the Charter amendment proposals recommended by the Board in this Proxy Statement). Contingent upon the effectiveness of the proposed amendment to the Charter eliminating the Supermajority Voting Requirements, certain conforming changes will be made to our bylaws to eliminate all Supermajority Voting Requirements in the bylaws. If this Charter amendment is approved, the Board will adopt the conforming changes to the bylaws (which do not require stockholder approval), with such changes as the Board may approve consistent with the amended Charter. For the reasons discussed above, the Board believes it is in the best interests of our stockholders at this time to implement this proposal for the elimination of all of the supermajority voting provisions included in the Charter. Required Vote The affirmative vote of the holders of 66 2/3 percent (66 2/3%) of the voting power of the shares of voting stock entitled to vote generally in the election of directors, voting together as a single class, is required to approve this proposal pursuant to the Charter. Netflix Recommendation | | | | |
The Board unanimously recommends that you vote “FOR” this management Proposal 3 seeking to eliminate all supermajority voting provisions set forth in our Charter.
|
| | | | | 36 | |
| | |
This management proposal seeks to provide to common stockholders owning a specified percentage of the Company’s outstanding stock the right to require the Company to call a special meeting of stockholders, in accordance with, and subject to, the provisions that would be set forth in our governing documents. As part of our continuous evaluation of corporate governance practices, our Board regularly reviews our governing documents and considers possible changes. Currently, our Charter provides that only the Chairman of the Board, the Chief Executive Officer, the President or the Board may call special meetings of stockholders. While we believe that our current governance structure has served our stockholders extraordinarily well with a sustained period of substantial growth, our Board, having heard our stockholders’ preferences (including through their engagement with us and their assessment of a past precatory proposal), has decided that it is in the best interests of the Company and our stockholders to permit stockholders holding a sufficiently large economic and voting interest in the Company to require that the Company call a special meeting of its stockholders, subject to specified procedures, provisions and requirements. The Board recognizes that providing a significant portion of the stockholders of a company the ability to call special meetings is viewed by some stockholders as a useful corporate governance practice. However, the Board also recognizes the need for appropriate parameters given that special meetings of stockholders can be potentially disruptive to business operations and to long-term stockholder interests, can be misused and can cause the Company to incur substantial expenses. Accordingly, the Board believes that the proposed 20% “net-long” threshold for calling special meetings of stockholders, coupled with a 1-year holding period, will help to balance these considerations, ensuring that special meetings can be called by stockholders with a significant and durationally meaningful interest in the Company but are less likely to be disruptive to the Company and its operations and be more likely to address matters that merit the unusual step of convening a meeting in advance of the regularly scheduled annual meeting process. The Board notes that, according to data it has received surveying the practices of S&P 500 companies, of the approximately 64% of S&P 500 companies that allow stockholders to call special meetings, more than two-thirds have set the threshold at 20% or higher. (FactSet financial data and analytics) Over the years, we have engaged with many of our stockholders who have indicated support for a stockholder right to call a special meeting. Additionally, following the initial announcement of our move toward an updated governance structure, we heard from a number of stockholders who conveyed their positive reactions to the governance changes, including the provision of shareholder right to call a special meeting. Accordingly, the Board has approved, and recommends that stockholders approve, amendments to our Charter to provide stockholders holding not less than 20% “net long position” of our outstanding capital stock continuously for at least one year the right to require that the Company call a special meeting of stockholders. The proposed Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A, which we would file promptly following the Annual Meeting if our stockholders approve this proposal (subject to revision as described above under “Proposal 2: Declassification of the Board of Directors—Partial Stockholder Approval of Recommended Charter Amendments” if our stockholders approve only some of the Charter amendment proposals recommended by the Board in this Proxy Statement). Contingent upon the effectiveness of this proposed amendment to the Charter providing stockholders holding not less than 20% “net long position” of our outstanding capital stock continuously for at least one year the right to require that the Company call a special meeting of stockholders, the Board will effect certain changes to our bylaws to provide appropriate procedures for and limitations on the calling of special meetings of stockholders. For example, matters should be proper subjects for shareholder action, with meaningful disclosure being provided to the Company and to stockholders. In addition, the Board believes that stockholder-requested special meetings should not be held in close proximity to annual meetings or when the matters to be addressed have been recently considered or are planned to be considered an upcoming meeting. If this Charter amendment is approved, the Board will adopt changes to the bylaws (which do not require stockholder 
| | | | | 38 | |
| | |
approval) that will include safeguards and requirements for calling special meetings, including the concepts outlined below and otherwise consistent with the rights provided in the amended Charter. In particular, among other things, our bylaws would be amended: To define “net long position” in accordance with the definition of “Ownership” set forth in our “proxy access” bylaw provisions; To specify the procedures for our stockholders of record to demand that the Board fix a record date to determine the stockholders of record who are entitled to deliver a written request to call a special meeting; To specify the information required to be set forth in a written request to call a special meeting; and To specify that the Secretary shall not accept, and shall consider ineffective, a stockholder’s written request to call a special meeting (i) that does not comply with the applicable provisions of our Charter or bylaws, (ii) that relates to an item of business that is not a proper subject for stockholder action, (iii) if such written request is delivered between the time beginning on the 61st day after the earliest date of signature on a written request to call a special meeting that has been delivered to the Secretary relating to an identical or substantially similar item other than the election or removal of directors (a “Similar Item”) and ending on the one-year anniversary of such earliest date, (iv) if a Similar Item will be submitted for stockholder approval at any stockholder meeting to be held on or before the 90th day after the Secretary receives such written request, or (v) if a Similar Item has been presented at any meeting of stockholders held within 180 days prior to receipt by the Secretary of such written request. For the reasons discussed above, the Board believes it is in the best interests of our stockholders at this time to implement the proposal’s request to provide special meeting rights for our common stockholders. Required Vote The affirmative vote of the holders of 66 2/3 percent (66 2/3%) of the voting power of the shares of voting stock entitled to vote generally in the election of directors, voting together as a single class, is required to approve this proposal pursuant to the Charter. Netflix Recommendation | | |
| |
The Board unanimously recommends that you vote “FOR” this management Proposal 4 providing that stockholders holding a not less than 20% net-long position in the Company continuously for at least one year may require the calling of a special meeting of our common stockholders.
|
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, 2021.2022. 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 SERVICESPrincipal Accountant Fees and Services
During 20202021 and 2019,2020, fees for services provided by Ernst & Young was as follows (in thousands): | | | | 2020 | | | 2019 | | | 2021 | | | 2020 | | | Audit Fees | | $ | 5,351 | | | $ | 4,936 | | | $ | 5,800 | | | $ | 5,351 | | | Audit-Related Fees | | | 70 | | | | — | | | | 220 | | | | 70 | | | Tax Fees | | | 2,096 | | | | 2,927 | | | | 1,938 | | | | 2,096 | | | Total | | $ | 7,517 | | | $ | 7,863 | | | $ | 7,958 | | | $ | 7,517 | |
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 20202021 and 2019.2020. The Audit Committee has determined that the rendering of non-audit services by Ernst & Young was compatible with maintaining their independence. 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 Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered
public accounting firm in accordance with 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 2020,2021, 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, 2021.2022. 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, 2021.2022. |
| | | | | 30 42 | |
| | |
Report of the Audit Committee 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, 20202021 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��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, 20202021 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, 2020,2021, for filing with the Securities and Exchange Commission. Audit Committee of the Board Richard N. Barton Leslie Kilgore Ann Mather
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | 31 | 43 | |
Our Company Executive Officers
 
OUR COMPANY
EXECUTIVE OFFICERS
Our executive officers as of April 23, 20218, 2022 are as follows: | | | | | Executive Officers | | Age | | Position | | | | Sergio Ezama | | Position50 | | Chief Talent Officer | | | | Reed Hastings | | 6061 | | Co-Chief Executive Officer, President, and ChairmanChairperson of the Board | | | | David Hyman | | 5556 | | Chief Legal Officer and Secretary | | | | Jessica Neal(1)Marian Lee
| | 4443 | | Chief TalentMarketing Officer | | | | Spencer Neumann | | 5152 | | Chief Financial Officer | | | | Greg Peters | | 5051 | | Chief Operating Officer and Chief Product Officer | | | | Bozoma Saint John
| | 44 | | Chief Marketing Officer | | | | Ted Sarandos | | 5657 | | Co-Chief Executive Officer and Chief Content Officer | | | | Rachel Whetstone | | 5354 | | Chief Communications Officer |
For more information about Messrs. Hastings and Sarandos, see “Proposal One:1: Our Board of Directors—Election of Directors—Who We Are.” Information about our other executive officers is set forth below: | | | | | | |  
| | | | Sergio Ezama | | CHIEF TALENT OFFICER | | | | | | | DAVID HYMAN
AGE: 50 | | | | About: Sergio was named Netflix Chief Talent Officer in September 2021 and 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... Sergio was previously Global Chief Talent Officer at PepsiCo in addition to serving as Chief Human Resources Officer for global functions and groups. In this role, he led the company’s efforts across all talent-related areas in more than 200 countries. Sergio joined PepsiCo in 2001, serving in a variety of talent leadership roles at PepsiCo headquarters in the U.S., and across Europe, Sub-Saharan Africa and Latin America. Sergio holds a BS in Law and master’s in Juridical Practice, and Human Resources Management from University of Deusto. He also holds a master’s in Health and Safety Management from Instituto Europeo de Salud y Bienestar Social. He is a graduate of Harvard Business School’s General Management Program. Career Snapshot: • Chief Talent Officer of Netflix (since 2021) Prior: • Chief Talent Officer PepsiCo and CHRO Global Groups and Functions (2018-2021) • SVP and CHRO, PepsiCo Europe, Latin America and Sub-Saharan Africa, among other positions at PepsiCo, a multinational food, snack, and beverage corporation (2001-2018) |
| | | | | | | 
| | | | David Hyman | | CHIEF LEGAL OFFICER | | | | | | AGE:55 56 | | | | 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) • Director of Shelby Lane Acquisition Corp. (since 2021) Prior: • General Counsel of Webvan, an online internet retailer |
| | | | | | |  
| | | | Marian Lee | | CHIEF MARKETING OFFICER | | | | | | | JESSICA NEAL
CHIEF TALENT OFFICER
AGE:44 43 | | | | About: Jessica leadsMarian was named Chief Marketing Officer in March 2022 after joining Netflix the team that maintainsyear prior in the Company’s unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth.role of Vice President of UCAN Marketing.
Also... Jessica is a Netflix veteran, startingPreviously enjoyed an eight-year tenure 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,Spotify, where she rejoined the Netflix team in her current role. Jessica joined the JFrog board in 2020 and served as Vice President & Co-Head of Music; Vice President, Global Head of Artist & Label Services; and held various other positions leading the Global Consumer Marketing & Artist & Creator Marketing teams.
Marian has also worked at some of the world’s leading brands in fashion and entertainment, including Condé Nast/VOGUE and J.Crew. She began her career at PricewaterhouseCoopers as a board member formanagement consultant in the Association of Talent DevelopmentRetail & Consumer Products division. Born and raised in Los Angeles, Marian holds a B.A. in Psychology from 2016 to 2019.Barnard College, Columbia University. Career Snapshot: • Chief TalentMarketing Officer atof Netflix (since 2017)March 2022) Prior: • Chief People OfficerVice President & Co-Head of Music at Scopely, a leading player in the mobile gaming industry (2015-2017)Spotify • Vice President, Global Head of Human ResourcesArtist & Label Services at Coursera, which provides online access to the world’s best university coursesSpotify |
(1) | Ms. Neal will be departing from the Company in May 2021.
|
| | | | | 34 46 | |
| | |
| | | | | | | 
| | | | SPENCER NEUMANNSpencer Neumann
| | CHIEF FINANCIAL OFFICER | | | | | | AGE:51 52 | | | | 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) • Director of Adobe, Inc. (since 2021) 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 PETERSGreg Peters
| | CHIEF OPERATING OFFICER AND CHIEF PRODUCT OFFICER | | | | | | AGE:50 51 | | | | 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) • Director of DoorDash Inc. (since 2022) • Director of 2U, Inc. (since 2018) 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 |
| | | | |  | | | | 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 WHETSTONE2022 Proxy Statement
| | | 47 | |
| | | | | | | 
| | | | Rachel Whetstone | | CHIEF COMMUNICATIONS OFFICER | | | | | | AGE: 53 54 | | | | 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 48
| | | 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 a non-binding advisory vote on the compensation of our Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC (also referred to as “say-on-pay”). 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. Our compensation practices are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position, as well as the performance and unique qualifications of the individual employee, rather than by seniority or overall Company performance. Required Vote The affirmative vote of the majority of the Votes Cast is required to approve the compensation of our Named Executive Officers disclosed in this Proxy Statement. The vote is an advisory vote, and therefore not binding. Netflix Recommendation | | | | | The Board unanimously recommends that the stockholders vote “FOR” approval of our executive officer compensation disclosed in this Proxy Statement. |
| | | | | 38 50 | |
| | |
COMPENSATION DISCUSSION AND ANALYSIS
A MESSAGE FROM THE COMPENSATION COMMITTEE CHAIRMessage from the Compensation Committee Chair 2020 presented unprecedented challenges, with effects of the COVID-19 pandemic felt around the world by nearly every business. OurThroughout 2021, our executive officers demonstrated strong leadership in navigating the pandemic, acting quickly to implement measures to care for the health and safety ofexecuting our employees, to continuelong-term strategy, providing great content for our members, and to promotepromoting the financial strength of our companyCompany for our stockholders.shareholders, while also continuing to navigate the ongoing COVID-19 pandemic. In light of the pandemic, the Compensation Committee held executive compensation flat for 2021 given the economic shock and uncertain impact that the pandemic presented.
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 Netflix Board, alongside management, continued to actively engage with stockholders throughout 2020 to ensure2021. In November, we are addressing relevantheld a virtual ESG Investor Day with a number of our shareholders. Members of the Board and management participated, including our Co-CEOs, as well as those responsible for sustainability, diversity and inclusion, finance, content, communications and public policy. We engaged with our shareholders in an honest and open manner, and were presented with many thoughtful questions and concerns, to seek input, and to provide perspectiveviewpoints on our policies and practices. We discussed a broad spectrumvariety of topics includingcovering environmental, social and governance matters; diversity, equity and inclusion; and our executive compensation program.matters, as well as the core business itself. We have heard from a numberdiscussed this feedback with the full Board, where it formed part of the discussion around how we can best serve the long-term interests of our stockholders thatshareholders, and factored into our decision to evolve our governance structure, as described elsewhere in this Proxy Statement.
On compensation matters, the enhanced disclosures and information have been helpful to stockholders and resulted in a better understanding of our compensation program. The Board and Compensation Committee considered the input from our stockholders andshareholders, the results of our annual Say-on-Pay vote and our engagement with shareholders, including at our ESG Investor Day, to determine why our Say-on-Pay vote has dipped in recent years. While some shareholders have raised concerns with our program, such as with the overall level of compensation and the ability of executives to choose between cash and stock options (a feature that has been part of the program for well over a decade), other shareholders have strongly supported the program’s design and appreciate its alignment with their interests. Given these divergent perspectives, the Compensation Committee will continue to consider whether changes to the program are appropriate, but for the present it is preserving the program’s general design. We continue to strongly believe that our current compensation program’s design is a significant contributor to Netflix’s success, including our ability to attract and is highly aligned with stockholderretain talent and to align executive and shareholder interests. 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
We appreciate your trust in and valuecommitment to Netflix, and our stockholders. We will also continue to provide transparent disclosures about our compensation program and to solicit input from our stockholders. Thankthank you for being a stockholder and joining us on this journey to change the way people are entertained. We appreciate your commitment to Netflix and we will continue to endeavor to make your commitment worthwhile.shareholder.
Tim Haley Compensation Committee Chairperson OUR COMPANY AND 2020 PERFORMANCEOur Company and 2021 Performance
Netflix is one of the world’s leading entertainment services with approximately 208222 million paid memberships in over 190 countries. We launched our streaming service in 2007, and have since added an increasing amountsvariety of content that enableenables consumers to enjoy entertainment directly on their internet-connected screens. Our content is increasingly exclusive and curated and includes our own original programming. In 2021, we added mobile games to our service. We believe that Netflix remains a growth venture, even though we have been a public company for nearly 20 years. We added a record 3718 million paid memberships in 2020, representing an increase of 31% over the prior year2021 and achieved approximately $25$30 billion in revenue, representing 24%19% year-over-year growth. Our profitability also improved, with operating income rising 76% year over year35% year-over-year while operating margins increased from 13%18% to 18%21%. 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 2020,2021, we continued to invest heavily in content to great success. As noted in our investor letters, some of our big hits included new series like Tiger King: Murder, Mayhem and MadnessSquid Game, The Queen’s GambitMaid and Lupin, and Bridgerton. Season four of the critically acclaimedreturning shows such as The CrownWitcher was its biggest season so far and new seasons of, OzarkYou and, La Casa de Papel (aka, (aka Money Heist) continued to entertainHeist), and Sex Education. We took a big step forward with our members. Originaloriginal films premieredslate delivering a wide variety of successes such asquality movies, including big hits like The Old Guard, Extraction,Red Notice and The Midnight SkyDon’t Look Up. We continued to expand our local language
| | | | | 40 | | | | |
content, which was not only impactful in the home country but was enjoyed around the globe. As a testament to the quality of our programming, our titles were nominated for 160129 Emmys and won 44 - matching the record for most in a single year set by CBS in 1974. We were nominated for an industry-leading 3627 Academy Award nominations within the last year.year and won Best Director. We’re also proud to lead the industry in nominations at both the 20212022 NAACP Image Awards (53(51 nominations), and we received 24
| | | | | 52 | |
| | |
nominations from the GLAAD MediaBritish Academy of Film and Television Arts (BAFTA) for the 2022 Film Awards, (26 nominations).winning Best Picture, Best Director, and Outstanding Debut by a British Writer, Director or Producer. We are also producing content from countries all over the world as we believe great stories can come from anywhere and can be enjoyed everywhere. STOCKHOLDER ENGAGEMENT AND THE 2020Stockholder Engagement and the 2021 SAY-ON-PAYSay-on-Pay VOTE RESULTVote Result
In 2020, 61.5%2021, 50.6% of voted shares approved the compensation of our Named Executive Officers. At the time of the vote in 2020,2021, the Compensation Committee had already approved the design of our 20202021 executive compensation program. The Compensation Committee reviewed these voting results, and in response, members of the Compensation Committee and management engaged with stockholders to solicit feedback regarding our compensation program. In the fall of 2020,November 2021, 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 2020an ESG Investor Day and met with stockholders representing approximately 25%40% of our common stock outstanding, including stockholdersshareholders that did not support our 20202021 Say-on-Pay vote. Investors heard from our Sustainability Officer, Emma Stewart, Ph.D., on our sustainability efforts, as well as our VP of Inclusion Strategy, Vernā Myers, on our approach to diversity and inclusion. Members of management, including our Co-CEOs, provided an overview of the business, and members of our Board accompanied byengaged in a meaningful and candid discussion with investors on a wide range of issues, including the Company’s corporate governance structure and executive compensation. Company representatives as appropriate, participated in each of these conversations. We also held numerous engagement meetings earlier in 2020,2021, prior to our 20202021 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 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 data and ESG reports. This and other ESG information is available on our Investor Relations website at ir.netflix.net.
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.
The feedback Feedback on our compensation program was limited, with many investors understandingvaried amongst our shareholders. Certain stockholders acknowledged 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 componentssupported the unique nature of our compensation program including thewhile others identified concerns regarding compensation levels, executives’ ability of our executives to allocate their compensationchoose between cash and stock options. options, use of options without certain vesting criteria and the lack of stock ownership guidelines, among other concerns.
Our Compensation Committee considered stockholder feedback in its deliberations regarding 20212022 compensation and continues to believe our compensation philosophy and structure align with stockholder interests and best incentivize the executive officers to execute on strategies aimed at achieving long-term success. The Compensation Committee will continue to consider feedback in ongoing executive compensation decisions.
2020 NAMED EXECUTIVE OFFICERS2021 Named Executive Officers
This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers. During 2020,2021, these individuals were: Reed Hastings, Co-Chief Executive Officer, President, and ChairmanChairperson of the Board • | | Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer(1)
|
Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer Spencer Neumann, Chief Financial Officer • | | Greg Peters, Chief Operating Officer and Chief Product Officer(1)
|
Greg Peters, Chief Operating Officer and Chief Product Officer David Hyman, Chief Legal Officer Rachel Whetstone, Chief Communications Officer We have had a Co-Chief Executive Officer structure since 2020, when Ted Sarandos was named Co-Chief Executive Officer along with Reed Hastings. This change mostly formalized the prior working relationship between Ted and Reed, who have had a long history of collaboration on corporate strategy, planning and all aspects of company management. We believe the Co-CEO structure provides broad expertise and deep leadership at the highest level of the Company, and provides an efficient and effective leadership model to support our future growth.
COMPENSATION PHILOSOPHYCompensation Philosophy
We aim to provide highly competitive compensation packages for all our key positions, including our Named Executive Officers. OurWe operate in a highly dynamic industry where the market for talent is extremely competitive. We rely on our Named Executive Officers to execute on the Company’s strategies and initiatives for long-term success. To attract and retain top talent, we believe we must provide highly competitive compensation packages. As such, our compensation practices are also 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 we grant. The Compensation Committee aims for the compensation 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. Our compensation practices are evaluated by the Compensation Committee 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. COMPENSATION PROGRAM OVERVIEWCompensation Program Overview
Our long-term success depends on our continued ability to innovate and create opportunities for our members to engage. We push forward the boundaries of our industry and do not believe success can be measured by any specific isolated performance metric. A combination of long-term financial, strategic and operational achievements has to occur for our stock price to appreciate meaningfully to deliver value to our executives. The current program design incentivizes the spirit of creativity and innovative achievements that are at the foundation of our long-term success. The key elements of our compensation program applicable to the majority of our employees, including our Named Executive Officers, and how they align with our compensation philosophy 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. |
Prior to 2021, we granted eligible employees, including executive officers, a minimum annual stock option allowance (generally based on 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 were eliminated for most employees and the value was added to the employee’s total allocatable compensation. Personal Choice. We set a dollar-denominated annual compensation amount for each eligible employee (“allocatable compensation”) who can then choose to allocate any portion of that compensation amount toward 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. This approach is also consistent with our company culture of freedom and responsibility. (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 54 | |
| | |
| | | | | | | | | | | | 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 first trading day of each month with the number of options granted based on the closing stock price 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 vagaries of the market—which helps reduce the potential negative impacts with employee distraction and morale. Minimum stock option grants. Through 2020, in addition to the choice described above, each eligible employee, including executive officers, was awarded a minimum annual stock option allowance (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$375 on the date of grant and the recipient allocated $2,000$1,500 per month of their allocatable compensation to stock options, the recipient would receive 10 stock options with an exercise price of $500.$375. | | | | | | | | | $2000 | | = | | 2000 | | = | | 10 options with an exercise price of $500. | | $500*0.40 | | 200 |
| | | | | | | | | | $1500 | | = | | 1500 | | = | | 10 options with an | | $375*0.40 | | 150 | | exercise price of $375. |
The stock price would need to rise to $700$525 (40% appreciation from $500)$375) for the recipient to earn back the $2,000$1,500 of cash they traded for the options: $700 525 - $500 $375 = $200$150 x 10 shares = $2,000$1,500 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 2020,2021, each Named Executive Officer elected to allocate a portion of their cashannual compensation to our stock option program. Reed Hastings, our Co-Chief Executive Officer allocated 98% of his cashannual compensation toward our stock option program, Ted Sarandos, our Co-Chief Executive Officer allocated 39%42% of his cashannual compensation toward our stock option program, and the average election across our Named Executive Officers was 43%47%. 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 passionate about their roles and want to help Netflix be successful in the long run, rather than merely waiting for their options to vest. Dilution, Burn Rate and Equity Overhang The Compensation Committee, with the assistance of its compensation consultant, Compensia, Inc. (“Compensia”), reviews the Company’s compensation program annually, including the stock option program to ensure that we balance our employee compensation objectives with our stockholders’ interests. The Compensation Committee regularly reviews the proportion of our total shares outstanding used annually for the stock option program (our “burn rate”), the potential voting power dilution to our stockholders (our “equity overhang”), and the average value of the stock options granted to employees, each in relation to the companies in our compensation peer group. The following table provides detailed information regarding our burn rate and equity overhang for 2019, 2020 and 2021.
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | 43 | 55 | |
| | | | | | | | | | | | | | | | 2019 | | | 2020 | | | 2021 | | | | | | Gross Burn Rate(1) | | | 0.59 | % | | | 0.43 | % | | | 0.35 | % | | | | | Net Burn Rate(2) | | | 0.59 | % | | | 0.43 | % | | | 0.35 | % | | | | | Equity Overhang(3) | | | 4.75 | % | | | 4.22 | % | | | 3.96 | % |
| (1) | passionate about their roles and want to help Netflix be successfulGross Burn Rate equals (x) the number of options we granted in each year divided by (y) our weighted average common shares outstanding for that year.
|
| (2) | Net Burn Rate equals (x) the long run, rather than merely waitingnumber of options we granted minus options canceled in each year divided by (y) our weighted average common shares outstanding for theirthat year. |
| (3) | Equity Overhang equals (x) the total number of our unexercised options to vest.outstanding at each year end divided by (y) our total common shares outstanding at each year end. |
Our burn rate was significantly lower than industry thresholds established by certain major proxy advisory firms, and has historically been well below the median burn rate of our compensation peer group, including in 2019 and 2020. We have yet to analyze the 2021 burn rate of our peers. DETERMINING EXECUTIVE COMPENSATION MAGNITUDEDetermining 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 eachthe other Named Executive Officer.Officers. 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 20202021 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.2020.
| | | | | 56 | |
| | |
Role of the compensation consultant In determining compensation for 2020,2021, 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, Microsoft2020, eBay, Intuit and Lions Gate EntertainmentVMWare were removed for size (too largesmall). AT&T, Mastercard, Tesla, Verizon and too small, respectively) and Facebook wasVisa were 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 & entertainment and consumer-facingsoftware & services companies. Twenty-first Century Fox was removed due to its acquisition by Walt Disney.CBS and Viacom were each peers in 2019; we retained ViacomCBS (now named Paramount Global) as a peer following their merger. The compensation peer group for 20202021 was composed of the following companies: 20202021 Netflix Peer Group
| | | | | | Activision Blizzard, Inc. | | FacebookMeta Platforms, Inc. | | | Adobe, SystemsInc. | | IntuitOracle Corporation | | | AT&T Inc. | | PayPal Holdings, Inc. | | | Booking Holdings Inc. | | Oracle | | | CBS
| | PayPal Holdingssalesforce.com, inc. | | | Charter Communications, Inc. | | salesforce.comSirius XM Holdings, Inc. | | | Comcast Corporation | | Sirius XM HoldingsTesla, Inc. | | | Discovery, CommunicationsInc. | | ViacomThe Walt Disney Company | | | DISH Network Corporation | | VMWare | | | eBay
| | Walt DisneyVerizon Communications Inc. | | | Electronic Arts Inc. | | ViacomCBS Inc.(1) | | | Mastercard Incorporated | | Visa Inc. |
| (1) | ViacomCBS changed its name to Paramount Global in February 2022. |
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 COMPENSATIONElements 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.
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. As discussed above, the stock price needs to appreciate at least 40% before an employee is better off allocating cash to stock options. We believe this serves as de facto vesting criteria and aligns employees’ and stockholders’ interests. 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 2020,2021, each Named Executive Officer, like all our full-time employees, was eligible to receive an additional $15,000$16,000 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 20202021 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
| | | | | 58 | |
| | |
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 Executive Compensation in 2021
2020 presented unprecedented challenges for Netflix and the world, as we navigated the COVID-19 pandemic. Our Named Executive Officers continued to execute our strategies and deliver strong performance throughout 2020 amidst the continuously evolving and challenging environment. Nonetheless, given the COVID-19 pandemic and its impact on the global economic environment, the Compensation Committee, in consultation with Compensia, determined not to make any changes to executive officers’ allocatable compensation for 2021 as compared to 2020, aside from incorporating the value of each Named Executive Officer’s former minimum stock option allowance. Specifically, the value of the minimum stock option allowance that was eliminated in 2021 (generally equal to 5% of the allocatable compensation) was added to the allocatable compensation for each Named Executive Officer, as it was done for all eligible employees. 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 substantialsignificant percentage of their compensation through at-risk stock option awards. These elections are made prior to the compensation year and are irrevocable. For 2020,2021, 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 (%) | | Allocatable Compensation ($) | | Amount of Allocatable Compensation Elected to be received as Stock Options (%) | | 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 | | | Reed Hastings, Co-Chief Executive Officer, President, Chairperson of the Board | | | | | 34,650,000 | | | | | 98.1 | | | | | 1.9 | | | Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer | | | 33,000,000 | | | | 39.4 | | | | 60.6 | | | | | 34,650,000 | | | | | 42.3 | | | | | 57.7 | | | Spencer Neumann, Chief Financial Officer | | | 11,000,000 | | | | 45.0 | | | | 55.0 | | | | | 11,550,000 | | | | | 48.1 | | | | | 51.9 | | | Greg Peters, Chief Operating Officer and Chief Product Officer | | | 18,000,000 | | | | 33.3 | | | | 66.7 | | | | | 18,900,000 | | | | | 36.5 | | | | | 63.5 | | | David Hyman, Chief Legal Officer | | | 9,000,000 | | | | 38.9 | | | | 61.1 | | | | | 9,450,000 | | | | | 50.0 | | | | | 50.0 | | | Rachel Whetstone, Chief Communications Officer | | | 5,000,000 | | | | 4.0 | | | | 96.0 | | | | | 5,250,000 | | | | | 9.5 | | | | | 90.5 | |
(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 to arrive at the 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 only to calculate the number of stock options to be 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 our Amended and Restated Executive Severance and Retention Incentive Plan (the “Severance Plan”).
The compensation of our Named Executive Officers for 20202021 was determined in 2019, prior to the global onset of the COVID-19 pandemic.2020. In determining compensation for our Named Executive Officers for 2020,2021, in consultation with Compensia, the Compensation Committee considered the philosophy described above, including comparative market data. In addition,As discussed above, due to the following factors were considered for eachCOVID-19 pandemic, while our Named Executive Officer:Officers continued to demonstrate leadership and execute on our strategic objectives, compensation remained flat for our Named Executive Officers. • | | 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.
|
• | | 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 $5,000,000 for 2020.
|
Individual employee performance, including that of our Named Executive Officers, is evaluated on an ongoing basis. To the extent such performance exceeds or falls short of our performance values, we may take action that includes, in the case of star performers, promotions or increases in compensation or, in the case of under performers, demotion, a reduction in compensation or termination. After considering the above, in 2020,
In 2021, the compensation components for our Named Executive Officers were as follows. Please see the Summary Compensation Table provided in this Proxy Statement for a complete description of the compensation of our Named Executive Officers: | Name and Position | | 2020 Total Annual Stock Option Allocation,
with 1/12 granted monthly ($)(1) | | 2020 Annual Cash Salary ($) | | 2021 Total Annual Stock Option Allocation,
with 1/12 granted monthly ($)(1) | | 2021 Annual Cash Salary ($) | | Reed Hastings, Co-Chief Executive Officer, President, and Chairman of the Board | | | 34,000,000 | | | | 650,000 | | | Reed Hastings, Co-Chief Executive Officer, President, and Chairperson of the Board | | | | | 34,000,000 | | | | | 650,000 | | | Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer | | | 14,650,000 | | | | 20,000,000 | | | | | 14,650,000 | | | | | 20,000,000 | | | Spencer Neumann, Chief Financial Officer | | | 5,500,000 | | | | 6,050,000 | | | | | 5,550,000 | | | | | 6,000,000 | | | Greg Peters, Chief Operating Officer and Chief Product Officer | | | 6,900,000 | | | | 12,000,000 | | | | | 6,900,000 | | | | | 12,000,000 | | | David Hyman, Chief Legal Officer | | | 3,950,000 | | | | 5,500,000 | | | | | 4,725,000 | | | | | 4,725,000 | | | Rachel Whetstone, Chief Communications Officer | | | 450,000 | | | | 4,800,000 | | | | | 500,000 | | | | | 4,750,000 | |
| (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, our Named Executive Officers receive monthly option grants pursuant to our monthly stock option program, which is applicable to the majority of our employees. Under this program, eligible 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 granted monthly fluctuates based on the closing price of our stock on the date of the option grant. In 2020,2021, the actual number of options granted to our Named Executive Officers each month was determined by the following formula: (The amount of an employee’s total annual stock option allocation/12) / ([the closing price of our stock on the date of option grant] x 0.40).
| | | | | 48 | | | | |
For stock option accounting purposes, the dollar values of stock options granted by the Company, as reflected in the Summary Compensation Table, below, are different than the dollar values of the total annual stock option allocation in the table above. The difference arises as the stock option allocation in the table above is the amount 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.
| | | | | 60 | |
| | |
Named Executive Officer Compensation for 20212022 Compensation for our Named Executive Officers for 2021 remained flat as compared to 2020. Our Named Executive Officers continued to execute our strategies and deliver strong performance throughout 2020 amidst the continuously evolving and challenging environment. Nonetheless, given the COVID-19 pandemic and related economic challenges, the Compensation Committee determined not to make any changes to executive compensation for 2021. Allocatable compensation for our Named Executive Officers in 20212022 was determined in consultation with Compensia. For the fiscal year ending December 31, 2021,2022, the compensation components for our Named Executive Officers serving in 20212022 are being allocated as follows, based on the methods described 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 | | 2021 Annual Stock Option
Allocation ($) | | 2021 Annual Stock
Option Allocation
as percentage of
Allocatable
Compensation (%) | | 2021 Annual
Salary ($) | | 2021 Annual
Salary as
Percentage of
Allocatable
Compensation
(%) | | 2022 Annual Stock Option
Allocation ($) | | 2022 Annual Stock
Option Allocation
as percentage of
Allocatable
Compensation (%) | | 2022 Annual
Salary ($) | | 2022 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 | | | Reed Hastings, Co-Chief Executive Officer, President, and Chairperson 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 | | | | | 20,000,000 | | | | | 50.0 | | | | | 20,000,000 | | | | | 50.0 | | | Spencer Neumann, Chief Financial Officer | | | 5,550,000 | | | | 48.1 | | | | 6,000,000 | | | | 51.9 | | | | | 7,000,000 | | | | | 50.0 | | | | | 7,000,000 | | | | | 50.0 | | | Greg Peters, Chief Operating Officer and Chief Product Officer | | | 6,900,000 | | | | 36.5 | | | | 12,000,000 | | | | 63.5 | | | | | 8,000,000 | | | | | 33.3 | | | | | 16,000,000 | | | | | 66.7 | | | David Hyman, Chief Legal Officer | | | 4,725,000 | | | | 50.0 | | | | 4,725,000 | | | | 50.0 | | | | | 5,000,000 | | | | | 45.5 | | | | | 6,000,000 | | | | | 54.5 | | | Rachel Whetstone, Chief Communications Officer | | | 500,000 | | | | 9.5 | | | | 4,750,000 | | | | 90.5 | | | | | 1,000,000 | | | | | 15.4 | | | | | 5,500,000 | | | | | 84.6 | |
TERMINATION-BASED COMPENSATION AND CHANGE IN CONTROL RETENTION INCENTIVESTermination-based Compensation and Change in Control Retention Incentives
Our Named Executive Officers are beneficiaries of our Severance 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. During 2020,In 2021, the severance benefit consisted of a lump sum cash payment equal to nine12 months of allocatable compensation, or, for newly hired Covered Executives only, a cash payment equal to 2436 months of allocatable compensation, which is reduced by an amount equal to one month of allocatable compensation for each month of tenure at the Company for the first 1524 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. 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
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 nine12 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 order to remain competitive in attracting and retaining top talent, the Severance Plan was amended during 2021 to increase the minimum severance benefit under the Severance Plan from 9 months to 12 months of allocatable compensation and to increase the starting severance benefit for newly hired Covered Executives from 24 months to 36 months of allocatable compensation.
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 12 months of allocatable compensation regardless of whether their employment terminates. We also maintain a plan for our 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 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. We 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 for an executive to receive severance, create a misaligned incentive for executives to attempt to be terminated from the Company in the event of a change in control. We would rather encourage our executives to continue to focus on the long-term success of the 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. We believe that benefits under the Severance Plan are consistent with similar benefits offered to executive officers of similarly situated companies and moreover, the Severance Plan is an important mechanism for attracting and retaining outstanding performers. Each of the terms “allocatable compensation,” “cause” and “change in control” are defined in the Severance Plan, a copy of which is attached as Exhibit 10.1 to the Company’s Form 10-Q8-K filed on April 22,September 10, 2021. TAX CONSIDERATIONSTax 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) is $1 million per 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. We continued to grant stock options in 2020,2021, 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 such individual exceeds $1 million in the year in which the stock options are exercised. On December 30, 2020, the Internal Revenue Service published final Section 162(m) regulations that generally implement amendments made to Section 162(m) by the Tax Act. The Compensation Committee considers the tax impact of the Company’s compensation 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 HEDGINGProhibition on Hedging
Our 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.
| | | | | 62 | |
| | |
CLAWBACK OF PERFORMANCE-BASED AWARDSClawback 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 RISKCompensation 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 ETHICSCode 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 changes or waivers of the Code of Ethics will be posted at that website.
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | 51 | 63 | |
Compensation Committee Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. Compensation Committee of the Board Rodolphe Belmer Mathias Döpfner Timothy M. Haley Anne Sweeney
| | | | | 52 64 | |
| | |
COMPENSATION OF EXECUTIVE
OFFICERS AND OTHER MATTERS
SUMMARY COMPENSATION TABLESummary Compensation Table
The following Summary Compensation Table sets forth information concerning the compensation paid to our Named Executive Officers in 2021, 2020, 2019 and 2018,2019, other than Mr. Neumann who joined the Company in 2019 and Ms. Whetstone who was not a Named Executive Officer 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 ($) | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | | | | | | | | REED HASTINGS Co-Chief Executive Officer, President, and
Chairperson of the Board | | 2021 | | | 650,000 | | | | | | | | 39,731,118 | | | | 442,607 | (3) | | | 40,823,725 | | | | 2020 | | | 650,000 | | | | | | | | 42,428,878 | | | | 147,146 | (3) | | | 43,226,024 | | | | 2019 | | | 700,000 | | | | | | | | 37,411,492 | | | | 465,637 | (3) | | | 38,577,129 | | | | | | | | | TED SARANDOS Co-Chief Executive Officer and Chief Content Officer | | 2021 | | | 20,000,000 | | | | | | | | 17,119,501 | | | | 1,112,663 | (4) | | | 38,232,164 | | | | 2020 | | | 20,000,000 | | | | | | | | 18,304,124 | | | | 1,014,127 | (5) | | | 39,318,251 | | | | 2019 | | | 18,000,000 | | | | | | | | 16,575,902 | | | | 98,497 | (6) | | | 34,674,399 | | | | | | | | | SPENCER NEUMANN Chief Financial Officer | | 2021 | | | 6,000,000 | | | | | | | | 6,480,431 | | | | 30,265 | (7) | | | 12,510,696 | | | | 2020 | | | 6,050,000 | | | | | | | | 6,865,017 | | | | 24,134 | (8) | | | 12,939,151 | | | | 2019 | | | 4,981,693 | (9) | | | 1,700,000 | (10) | | | 5,272,020 | | | | 29,008 | (11) | | | 11,982,721 | | | | | | | | | GREG PETERS Chief Operating Officer and Chief Product Officer | | 2021 | | | 12,000,000 | | | | | | | | 8,063,284 | | | | 308,109 | (12) | | | 20,371,393 | | | | 2020 | | | 12,000,000 | | | | | | | | 8,664,337 | | | | 141,658 | (13) | | | 20,805,995 | | | | 2019 | | | 10,000,000 | | | | | | | | 8,287,734 | | | | 340,976 | (14) | | | 18,628,710 | | | | | | | | | DAVID HYMAN Chief Legal Officer | | 2021 | | | 4,725,000 | | | | | | | | 5,440,831 | | | | 11,742 | (15) | | | 10,177,573 | | | | 2020 | | | 5,500,000 | | | | | | | | 4,956,023 | | | | 13,324 | (16) | | | 10,469,347 | | | | 2019 | | | 3,500,000 | | | | | | | | 4,643,129 | | | | 15,550 | (17) | | | 8,158,679 | | | | | | | | | RACHEL WHETSTONE Chief Communications Officer | | 2021 | | | 4,750,000 | | | | | | | | 579,116 | | | | 302 | (18) | | | 5,329,418 | | | | 2020 | | | 4,800,000 | | | | | | | | 555,929 | | | | 170 | (18) | | | 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, 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, rather than the accounting valuation. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 9 to the Company’s consolidated financial statements for the fiscal year ended December 31, 20202021 in our Form 10-K filed with the SEC on January 28, 2021.27, 2022. |
| (2) | We 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 aircraft, including fuel, crew, and catering costs, as well as other variable costs. Fixed costs, which do not change based on usage, are excluded. |
| (3) | Includes $442,607, $147,146 and $465,637 for personal use of company aircraft in 2021, 2020 and 2019, respectively. |
| (4) | Includes $11,400$11,600 representing our matching contribution made under our 401(k) plan, $7,639$16,353 for car services, $192,137 for personal use of company aircraft, and $995,088$892,573 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 residential security costs after considering the potential security concerns related to Mr. Sarandos’s service as an executive officer and believes the security costs are a necessary and appropriate business expense. |
| (5) | 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. |
| (6) | 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)(7) | Includes $8,250$11,600 representing our matching contribution made under our 401(k) plan, $19,599$8,305 for personal use of company aircraft and $4,402$10,359 for commuting expenses.car services. |
(7)(8) | Includes $14,581 representing our matching contribution made under our 401(k) plan, $2,174 for personal use of company aircraft and $7,379 for car services. |
(8)(9) | Amount reflects the prorated payment of Mr. Neumann’s salary based on his employment start date of January 7, 2019. |
(9)(10) | 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)(11) | Includes $6,731 representing our matching contribution made under our 401(k) plan and $22,277 for car services. |
(11)(12) | Includes $308,109 for personal use of company aircraft. |
| (13) | Includes $140,394 for personal use of company aircraft and $1,264 for commuting expenses. |
(12)(14) | Includes $340,471 for personal use of company aircraft and $505 for commuting expenses. |
(13)(15) | Includes $829,025$11,600 representing our matching contribution made under our 401(k) plan and $142 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $3,662 for commuting expenses.car services. |
(14)(16) | Includes $11,400 representing our matching contribution made under our 401(k) plan, $1,664 for commuting expenses and $260 for car services. |
(15)(17) | Includes $9,800 representing our matching contribution made under our 401(k) plan, $1,481 reimbursed by the Company for tax preparation, $4,118 for commuting expenses and $151 for car services. |
(16)(18) | Includes $8,250 representing our matching contribution made under our 401(k) plan$302 and $3,640 for commuting expenses. |
(17) | Includes $170 for car services.services in 2021 and 2020, respectively.
|
| | | | | 54 66 | |
| | |
GRANTS OF PLAN-BASED AWARDSGrants of Plan-Based Awards
The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2020.2021. As described above in “Compensation Discussion and Analysis,” we grant eligible employees, including the Named Executive Officers, fully vested stock options on a monthly basis. These stock options can generally be exercised up to 10 years following the date of grant, regardless of employment status. These are the only equity awards made to the Named Executive Officers. The material terms of these stock option grants, including the formula for determining the number of stock options to be granted, are set forth above in “Compensation Discussion and Analysis.” | Name | | Grant Date | | All Other Option
Awards: Number of Securities Underlying Options
(#) | | Exercise or
Base Price of
Option Awards
($/Sh) | | Grant Date Fair Value of
Stock and
Option Awards
($) | | Grant Date | | | All Other Option
Awards: Number of Securities Underlying Options
(#) | | Exercise or
Base Price of
Option Awards
($/Sh) | | Grant Date Fair Value of
Stock and
Option Awards
($) | | Reed Hastings | | | 1/2/2020 | | | | 19,456 | | | | 329.81 | | | | 3,019,914 | | | | 1/4/2021 | | | 13,547 | | 522.86 | | 3,531,765 | | | | | 2/3/2020 | | | | 19,786 | | | | 358.00 | | | | 3,333,636 | | | | 2/1/2021 | | | 13,141 | | 539.04 | | 3,531,934 | | | | | 3/2/2020 | | | | 18,589 | | | | 381.05 | | | | 3,333,192 | | | | 3/1/2021 | | | 12,864 | | 550.64 | | 3,531,890 | | | | | 4/1/2020 | | | | 19,455 | | | | 364.08 | | | | 3,592,105 | | | | 4/1/2021 | | | 13,131 | | 539.42 | | 3,311,892 | | | | | 5/1/2020 | | | | 17,057 | | | | 415.27 | | | | 3,592,148 | | | | 5/3/2021 | | | 13,913 | | 509.11 | | 3,311,949 | | | | | 6/1/2020 | | | | 16,631 | | | | 425.92 | | | | 3,592,258 | | | | 6/1/2021 | | | 14,193 | | 499.08 | | 3,312,040 | | | | | 7/1/2020 | | | | 14,585 | | | | 485.64 | | | | 3,650,607 | | | | 7/1/2021 | | | 13,276 | | 533.54 | | 3,139,985 | | | | | 8/3/2020 | | | | 14,206 | | | | 498.62 | | | | 3,650,780 | | | | 8/2/2021 | | | 13,750 | | 515.15 | | 3,140,001 | | | | | 9/1/2020 | | | | 12,727 | | | | 556.55 | | | | 3,650,685 | | | | 9/1/2021 | | | 12,169 | | 582.07 | | 3,139,955 | | | | | 10/1/2020 | | | | 13,428 | | | | 527.51 | | | | 3,671,163 | | | | 10/1/2021 | | | 11,553 | | 613.15 | | 3,260,099 | | | | | 11/2/2020 | | | | 14,632 | | | | 484.12 | | | | 3,671,286 | | | | 11/1/2021 | | | 10,398 | | 681.17 | | 3,259,678 | | | | | 12/1/2020 | | | | 14,038 | | | | 504.58 | | | | 3,671,105 | | | | 12/1/2021 | | | 11,466 | | 617.77 | | 3,259,929 | | Ted Sarandos | | | 1/2/2020 | | | | 8,527 | | | | 329.81 | | | | 1,323,540 | | | | 1/4/2021 | | | 5,837 | | 522.86 | | 1,521,733 | | | | | 2/3/2020 | | | | 8,525 | | | | 358.00 | | | | 1,436,331 | | | | 2/1/2021 | | | 5,662 | | 539.04 | | 1,521,788 | | | | | 3/2/2020 | | | | 8,010 | | | | 381.05 | | | | 1,436,272 | | | | 3/1/2021 | | | 5,543 | | 550.64 | | 1,521,864 | | | | | 4/1/2020 | | | | 8,383 | | | | 364.08 | | | | 1,547,809 | | | | 4/1/2021 | | | 5,658 | | 539.42 | | 1,427,057 | | | | | 5/1/2020 | | | | 7,350 | | | | 415.27 | | | | 1,547,886 | | | | 5/3/2021 | | | 5,995 | | 509.11 | | 1,427,092 | | | | | 6/1/2020 | | | | 7,166 | | | | 425.92 | | | | 1,547,840 | | | | 6/1/2021 | | | 6,116 | | 499.08 | | 1,427,213 | | | | | 7/1/2020 | | | | 6,284 | | | | 485.64 | | | | 1,572,877 | | | | 7/1/2021 | | | 5,720 | | 533.54 | | 1,352,871 | | | | | 8/3/2020 | | | | 6,121 | | | | 498.62 | | | | 1,573,027 | | | | 8/2/2021 | | | 5,925 | | 515.15 | | 1,353,055 | | | | | 9/1/2020 | | | | 5,484 | | | | 556.55 | | | | 1,573,062 | | | | 9/1/2021 | | | 5,243 | | 582.07 | | 1,352,846 | | | | | 10/1/2020 | | | | 5,786 | | | | 527.51 | | | | 1,581,870 | | | | 10/1/2021 | | | 4,978 | | 613.15 | | 1,404,724 | | | | | 11/2/2020 | | | | 6,304 | | | | 484.12 | | | | 1,581,724 | | | | 11/1/2021 | | | 4,481 | | 681.17 | | 1,404,753 | | | | | 12/1/2020 | | | | 6,049 | | | | 504.58 | | | | 1,581,886 | | | | 12/1/2021 | | | 4,940 | | 617.77 | | 1,404,505 | | 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 | | |
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | 55 | 67 | |
| | | | | | | | | | | | | | | | | | | | | 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 | |
| | | | | | | | | | | 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
($) | | | | | | Spencer Neumann | | | 1/4/2021 | | | 2,192 | | 522.86 | | 571,464 | | | | | | | | | 2/1/2021 | | | 2,145 | | 539.04 | | 576,516 | | | | | | | | | 3/1/2021 | | | 2,100 | | 550.64 | | 576,568 | | | | | | | | | 4/1/2021 | | | 2,143 | | 539.42 | | 540,506 | | | | | | | | | 5/3/2021 | | | 2,271 | | 509.11 | | 540,605 | | | | | | | | | 6/1/2021 | | | 2,317 | | 499.08 | | 540,689 | | | | | | | | | 7/1/2021 | | | 2,167 | | 533.54 | | 512,530 | | | | | | | | | 8/2/2021 | | | 2,245 | | 515.15 | | 512,677 | | | | | | | | | 9/1/2021 | | | 1,986 | | 582.07 | | 512,446 | | | | | | | | | 10/1/2021 | | | 1,886 | | 613.15 | | 532,204 | | | | | | | | | 11/1/2021 | | | 1,697 | | 681.17 | | 531,994 | | | | | | | | | | 12/1/2021 | | | 1,872 | | 617.77 | | 532,233 | | | | | | Greg Peters | | | 1/4/2021 | | | 2,750 | | 522.86 | | 716,938 | | | | | | | | | 2/1/2021 | | | 2,666 | | 539.04 | | 716,546 | | | | | | | | | 3/1/2021 | | | 2,611 | | 550.64 | | 716,866 | | | | | | | | | 4/1/2021 | | | 2,665 | | 539.42 | | 672,164 | | | | | | | | | 5/3/2021 | | | 2,823 | | 509.11 | | 672,007 | | | | | | | | | 6/1/2021 | | | 2,881 | | 499.08 | | 672,302 | | | | | | | | | 7/1/2021 | | | 2,694 | | 533.54 | | 637,174 | | | | | | | | | 8/2/2021 | | | 2,790 | | 515.15 | | 637,135 | | | | | | | | | 9/1/2021 | | | 2,470 | | 582.07 | | 637,332 | | | | | | | | | 10/1/2021 | | | 2,344 | | 613.15 | | 661,445 | | | | | | | | | 11/1/2021 | | | 2,111 | | 681.17 | | 661,779 | | | | | | | | | | 12/1/2021 | | | 2,327 | | 617.77 | | 661,596 | | | | | | David Hyman | | | 1/4/2021 | | | 1,573 | | 522.86 | | 410,088 | | | | | | | | | 2/1/2021 | | | 1,827 | | 539.04 | | 491,047 | | | | | | | | | 3/1/2021 | | | 1,787 | | 550.64 | | 490,632 | | | | | | | | | 4/1/2021 | | | 1,825 | | 539.42 | | 460,300 | | | | | | | | | 5/3/2021 | | | 1,934 | | 509.11 | | 460,383 | | | | | | | | | 6/1/2021 | | | 1,972 | | 499.08 | | 460,181 | | | | | | | | | 7/1/2021 | | | 1,845 | | 533.54 | | 436,372 | | | | | | | | | 8/2/2021 | | | 1,911 | | 515.15 | | 436,403 | | | | | | | | | 9/1/2021 | | | 1,691 | | 582.07 | | 436,327 | | | | | | | | | 10/1/2021 | | | 1,605 | | 613.15 | | 452,909 | | | | | | | | | 11/1/2021 | | | 1,445 | | 681.17 | | 452,994 | | | | | | | | | | 12/1/2021 | | | 1,594 | | 617.77 | | 453,194 |
| | | | | 56 68 | |
| | |
| | | | | | | | | | | 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
($) | | | | | | Rachel Whetstone | | | 1/4/2021 | | | 179 | | 522.86 | | 46,666 | | | | | | | | | 2/1/2021 | | | 193 | | 539.04 | | 51,873 | | | | | | | | | 3/1/2021 | | | 189 | | 550.64 | | 51,891 | | | | | | | | | 4/1/2021 | | | 194 | | 539.42 | | 48,931 | | | | | | | | | 5/3/2021 | | | 204 | | 509.11 | | 48,562 | | | | | | | | | 6/1/2021 | | | 209 | | 499.08 | | 48,772 | | | | | | | | | 7/1/2021 | | | 195 | | 533.54 | | 46,121 | | | | | | | | | 8/2/2021 | | | 202 | | 515.15 | | 46,129 | | | | | | | | | 9/1/2021 | | | 179 | | 582.07 | | 46,187 | | | | | | | | | 10/1/2021 | | | 170 | | 613.15 | | 47,972 | | | | | | | | | 11/1/2021 | | | 153 | | 681.17 | | 47,964 | | | | | | | | | | 12/1/2021 | | | 169 | | 617.77 | | 48,049 |
OUTSTANDING EQUITY AWARDS AT FISCALOutstanding Equity Awards at Fiscal YEAR-ENDYear-End
The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2020.2021. All stock options are fully vested and can generally be exercised up to 10 years following the date of grant. | | | | Option Awards | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | Reed Hastings | | | 38,801 | | | | 16.11 | | | | 3/1/2022 | | | 26,278 | | 31.71 | | 06/03/2023 | | | | | 38,388 | | | | 16.28 | | | | 4/2/2022 | | | 26,012 | | 32.04 | | 07/01/2023 | | | | | 53,774 | | | | 11.62 | | | | 5/1/2022 | | | 23,415 | | 35.59 | | 08/01/2023 | | | | | 69,503 | | | | 8.99 | | | | 6/1/2022 | | | 20,188 | | 41.29 | | 09/03/2023 | | | | | 64,477 | | | | 9.69 | | | | 7/2/2022 | | | 17,969 | | 46.37 | | 10/01/2023 | | | | | 80,276 | | | | 7.79 | | | | 8/1/2022 | | | 17,717 | | 47.04 | | 11/01/2023 | | | | | 78,225 | | | | 7.99 | | | | 9/4/2022 | | | 16,030 | | 51.99 | | 12/02/2023 | | | | | 78,057 | | | | 8.01 | | | | 10/1/2022 | | | 16,079 | | 51.83 | | 01/02/2024 | | | | | 56,315 | | | | 11.10 | | | | 11/1/2022 | | | 21,637 | | 57.77 | | 02/03/2024 | | | | | 57,561 | | | | 10.86 | | | | 12/3/2022 | | | 19,635 | | 63.66 | | 03/03/2024 | | | | | 47,551 | | | | 13.14 | | | | 1/2/2023 | | | 23,996 | | 52.10 | | 04/01/2024 | | | | | 35,399 | | | | 23.54 | | | | 2/1/2023 | | | 25,998 | | 48.07 | | 05/01/2024 | | | | | 30,807 | | | | 27.05 | | | | 3/1/2023 | | | 20,734 | | 60.29 | | 06/02/2024 | | | | | 31,976 | | | | 26.06 | | | | 4/1/2023 | | | 18,494 | | 67.59 | | 07/01/2024 | | | | | 27,398 | | | | 30.42 | | | | 5/1/2023 | | | 20,566 | | 60.77 | | 08/01/2024 | | | | | 26,278 | | | | 31.71 | | | | 6/3/2023 | | | 18,361 | | 68.09 | | 09/02/2024 | | | | | 26,012 | | | | 32.04 | | | | 7/1/2023 | | | 19,943 | | 62.69 | | 10/01/2024 | | | | | 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 | | |
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | | 5769 | |
| | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | 26,933 | | | | | 105.98 | | | | | 10/1/2025 | | | | | | | | | | 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 | |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Reed Hastings (continued) | | 22,526 | | 55.49 | | 11/03/2024 | | | | | | | 25,599 | | 48.83 | | 12/01/2024 | | | | | | | 25,074 | | 49.85 | | 01/02/2025 | | | | | | | 45,290 | | 63.01 | | 02/02/2025 | | | | | | | 41,601 | | 68.61 | | 03/02/2025 | | | | | | | 48,363 | | 59.02 | | 04/01/2025 | | | | | | | 35,868 | | 79.58 | | 05/01/2025 | | | | | | | 32,067 | | 89.00 | | 06/01/2025 | | | | | | | 30,485 | | 93.64 | | 07/01/2025 | | | | | | | 25,360 | | 112.56 | | 08/03/2025 | | | | | | | 26,977 | | 105.79 | | 09/01/2025 | | | | | | | 26,933 | | 105.98 | | 10/01/2025 | | | | | | | 26,513 | | 107.64 | | 11/02/2025 | | | | | | | 22,765 | | 125.37 | | 12/01/2025 | | | | | | | 25,959 | | 109.96 | | 01/04/2026 | | | | | | | 42,176 | | 94.09 | | 02/01/2026 | | | | | | | 40,374 | | 98.30 | | 03/01/2026 | | | | | | | 37,547 | | 105.70 | | 04/01/2026 | | | | | | | 42,629 | | 93.11 | | 05/02/2026 | | | | | | | 39,097 | | 101.51 | | 06/01/2026 | | | | | | | 41,055 | | 96.67 | | 07/01/2026 | | | | | | | 42,055 | | 94.37 | | 08/01/2026 | | | | | | | 40,755 | | 97.38 | | 09/01/2026 | | | | | | | 38,670 | | 102.63 | | 10/03/2026 | | | | | | | 32,188 | | 123.30 | | 11/01/2026 | | | | | | | 33,857 | | 117.22 | | 12/01/2026 | | | | | | | 31,130 | | 127.49 | | 01/03/2027 | | | | | | | 31,373 | | 140.78 | | 02/01/2027 | | | | | | | 30,961 | | 142.65 | | 03/01/2027 | | | | | | | 30,062 | | 146.92 | | 04/03/2027 | | | | | | | 28,431 | | 155.35 | | 05/01/2027 | | | | | | | 27,097 | | 162.99 | | 06/01/2027 | | | | | | | 30,216 | | 146.17 | | 07/03/2027 | | | | | | | 24,264 | | 182.03 | | 08/01/2027 | | | | | | | 25,275 | | 174.74 | | 09/01/2027 | | | | | | | 24,952 | | 177.01 | | 10/02/2027 | | | | | | | 22,306 | | 198.00 | | 11/01/2027 | | | | | | | 23,641 | | 186.82 | | 12/01/2027 |
| | | | | 58 70 | |
| | |
| | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | 20,083 | | | | | 319.50 | | | | | 8/1/2029 | | | | | | | | | | 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 | |
| | | | | | | | | | | | | | | | | | | 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 | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | Greg Peters | | | 6,648 | | | | 102.63 | | | | 10/3/2026 | | | Reed Hastings (continued) | | | 21,966 | | 201.07 | | 01/02/2028 | | | | | 5,533 | | | | 123.30 | | | | 11/1/2026 | | | 22,557 | | 265.07 | | 02/01/2028 | | | | | 5,821 | | | | 117.22 | | | | 12/1/2026 | | | 20,590 | | 290.39 | | 03/01/2028 | | | | | 5,352 | | | | 127.49 | | | | 1/3/2027 | | | 21,332 | | 280.29 | | 04/02/2028 | | | | | 4,846 | | | | 140.78 | | | | 2/1/2027 | | | 19,085 | | 313.30 | | 05/01/2028 | | | | | 4,783 | | | | 142.65 | | | | 3/1/2027 | | | 16,612 | | 359.93 | | 06/01/2028 | | | | | 4,644 | | | | 146.92 | | | | 4/3/2027 | | | 15,016 | | 398.18 | | 07/02/2028 | | | | | 4,392 | | | | 155.35 | | | | 5/1/2027 | | | 17,670 | | 338.38 | | 08/01/2028 | | | | | 4,186 | | | | 162.99 | | | | 6/1/2027 | | | 16,444 | | 363.60 | | 09/04/2028 | | | | | 4,668 | | | | 146.17 | | | | 7/3/2027 | | | 15,676 | | 381.43 | | 10/01/2028 | | | | | 3,891 | | | | 182.03 | | | | 8/1/2027 | | | 18,839 | | 317.38 | | 11/01/2028 | | | | | 4,054 | | | | 174.74 | | | | 9/1/2027 | | | 20,597 | | 290.30 | | 12/03/2028 | | | | | 4,001 | | | | 177.01 | | | | 10/2/2027 | | | 22,338 | | 267.66 | | 01/02/2029 | | | | | 3,578 | | | | 198.00 | | | | 11/1/2027 | | | 18,881 | | 339.85 | | 02/01/2029 | | | | | 3,791 | | | | 186.82 | | | | 12/1/2027 | | | 17,958 | | 357.32 | | 03/01/2029 | | | | | 3,523 | | | | 201.07 | | | | 1/2/2028 | | | 17,486 | | 366.96 | | 04/01/2029 | | | | | 5,187 | | | | 265.07 | | | | 2/1/2028 | | | 16,939 | | 378.81 | | 05/01/2029 | | | | | 4,735 | | | | 290.39 | | | | 3/1/2028 | | | 19,061 | | 336.63 | | 06/03/2029 | | | | | 4,906 | | | | 280.29 | | | | 4/2/2028 | | | 17,130 | | 374.60 | | 07/01/2029 | | | | | 4,389 | | | | 313.30 | | | | 5/1/2028 | | | 20,083 | | 319.50 | | 08/01/2029 | | | | | 3,820 | | | | 359.93 | | | | 6/1/2028 | | | 22,181 | | 289.29 | | 09/03/2029 | | | | | 3,453 | | | | 398.18 | | | | 7/2/2028 | | | 23,802 | | 269.58 | | 10/01/2029 | | | | | 4,063 | | | | 338.38 | | | | 8/1/2028 | | | 22,373 | | 286.81 | | 11/01/2029 | | | | | 3,782 | | | | 363.60 | | | | 9/4/2028 | | | 20,699 | | 309.99 | | 12/02/2029 | | | | | 3,605 | | | | 381.43 | | | | 10/1/2028 | | | 19,456 | | 329.81 | | 01/02/2030 | | | | | 4,332 | | | | 317.38 | | | | 11/1/2028 | | | 19,786 | | 358.00 | | 02/03/2030 | | | | | 4,737 | | | | 290.30 | | | | 12/3/2028 | | | 18,589 | | 381.05 | | 03/02/2030 | | | | | 5,137 | | | | 267.66 | | | | 1/2/2029 | | | 19,455 | | 364.08 | | 04/01/2030 | | | | | 4,168 | | | | 339.85 | | | | 2/1/2029 | | | 17,057 | | 415.27 | | 05/01/2030 | | | | | 3,965 | | | | 357.32 | | | | 3/1/2029 | | | 16,631 | | 425.92 | | 06/01/2030 | | | | | 3,861 | | | | 366.96 | | | | 4/1/2029 | | | 14,585 | | 485.64 | | 07/01/2030 | | | | | 3,739 | | | | 378.81 | | | | 5/1/2029 | | | 14,206 | | 498.62 | | 08/03/2030 | | | | | 4,209 | | | | 336.63 | | | | 6/3/2029 | | | 12,727 | | 556.55 | | 09/01/2030 | | | | | 3,782 | | | | 374.60 | | | | 7/1/2029 | | | 13,428 | | 527.51 | | 10/01/2030 | | | | | 4,434 | | | | 319.50 | | | | 8/1/2029 | | | 14,632 | | 484.12 | | 11/02/2030 | | | | | 4,897 | | | | 289.29 | | | | 9/3/2029 | | | 14,038 | | 504.58 | | 12/01/2030 | | | | | 5,255 | | | | 269.58 | | | | 10/1/2029 | | | 13,547 | | 522.86 | | 01/04/2031 | | | | | 4,939 | | | | 286.81 | | | | 11/1/2029 | | | 13,141 | | 539.04 | | 02/01/2031 | | | | | 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 2022 Proxy Statement
| | | 6171 | |
| | | | | | | | | | | | | | | | | | | 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 | |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Reed Hastings (continued) | | 12,864 | | 550.64 | | 03/01/2031 | | | | | | | 13,131 | | 539.42 | | 04/01/2031 | | | | | | | 13,913 | | 509.11 | | 05/03/2031 | | | | | | | 14,193 | | 499.08 | | 06/01/2031 | | | | | | | 13,276 | | 533.54 | | 07/01/2031 | | | | | | | 13,750 | | 515.15 | | 08/02/2031 | | | | | | | 12,169 | | 582.07 | | 09/01/2031 | | | | | | | 11,553 | | 613.15 | | 10/01/2031 | | | | | | | 10,398 | | 681.17 | | 11/01/2031 | | | | | | | | 11,466 | | 617.77 | | 12/01/2031 | | | | | Ted Sarandos | | 25,130 | | 79.58 | | 05/1/2025 | | | | | | | 22,470 | | 89.00 | | 06/1/2025 | | | | | | | 21,357 | | 93.64 | | 07/1/2025 | | | | | | | 15,952 | | 125.37 | | 12/1/2025 | | | | | | | 26,125 | | 94.09 | | 02/1/2026 | | | | | | | 25,008 | | 98.30 | | 03/1/2026 | | | | | | | 26,405 | | 93.11 | | 05/2/2026 | | | | | | | 25,430 | | 96.67 | | 07/1/2026 | | | | | | | 26,050 | | 94.37 | | 08/1/2026 | | | | | | | 25,245 | | 97.38 | | 09/1/2026 | | | | | | | 19,282 | | 127.49 | | 01/3/2027 | | | | | | | 16,279 | | 140.78 | | 02/1/2027 | | | | | | | 15,679 | | 146.17 | | 07/3/2027 | | | | | | | 8,248 | | 359.93 | | 06/1/2028 | | | | | | | 7,456 | | 398.18 | | 07/2/2028 | | | | | | | 8,773 | | 338.38 | | 08/1/2028 | | | | | | | 8,165 | | 363.60 | | 09/4/2028 | | | | | | | 7,783 | | 381.43 | | 10/1/2028 | | | | | | | 8,276 | | 339.85 | | 02/1/2029 | | | | | | | 7,871 | | 357.32 | | 03/1/2029 | | | | | | | 7,664 | | 366.96 | | 04/1/2029 | | | | | | | 7,425 | | 378.81 | | 05/1/2029 | | | | | | | 8,355 | | 336.63 | | 06/3/2029 | | | | | | | 7,508 | | 374.60 | | 07/1/2029 | | | | | | | 8,802 | | 319.50 | | 08/1/2029 | | | | | | | 8,527 | | 329.81 | | 01/2/2030 | | | | | | | 8,525 | | 358.00 | | 02/3/2030 | | | | | | | 8,010 | | 381.05 | | 03/2/2030 |
| | | | | 62 72 | |
| | |
| | | | | | | | | | | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | 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 | |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Ted Sarandos (continued) | | 8,383 | | 364.08 | | 04/1/2030 | | | | | | | 7,350 | | 415.27 | | 05/1/2030 | | | | | | | 7,166 | | 425.92 | | 06/1/2030 | | | | | | | 6,284 | | 485.64 | | 07/1/2030 | | | | | | | 6,121 | | 498.62 | | 08/3/2030 | | | | | | | 5,484 | | 556.55 | | 09/1/2030 | | | | | | | 5,786 | | 527.51 | | 10/1/2030 | | | | | | | 6,304 | | 484.12 | | 11/2/2030 | | | | | | | 6,049 | | 504.58 | | 12/1/2030 | | | | | | | 5,837 | | 522.86 | | 01/4/2031 | | | | | | | 5,662 | | 539.04 | | 02/1/2031 | | | | | | | 5,543 | | 550.64 | | 03/1/2031 | | | | | | | 5,658 | | 539.42 | | 04/1/2031 | | | | | | | 5,995 | | 509.11 | | 05/3/2031 | | | | | | | 6,116 | | 499.08 | | 06/1/2031 | | | | | | | 5,720 | | 533.54 | | 07/1/2031 | | | | | | | 5,925 | | 515.15 | | 08/2/2031 | | | | | | | 5,243 | | 582.07 | | 09/1/2031 | | | | | | | 4,978 | | 613.15 | | 10/1/2031 | | | | | | | 4,481 | | 681.17 | | 11/1/2031 | | | | | | | | 4,940 | | 617.77 | | 12/1/2031 | | | | | Spencer Neumann | | 1,308 | | 339.85 | | 02/1/2029 | | | | | | | 2,916 | | 357.32 | | 03/1/2029 | | | | | | | 2,838 | | 366.96 | | 04/1/2029 | | | | | | | 2,750 | | 378.81 | | 05/1/2029 | | | | | | | 3,095 | | 336.63 | | 06/3/2029 | | | | | | | 2,781 | | 374.60 | | 07/1/2029 | | | | | | | 3,260 | | 319.50 | | 08/1/2029 | | | | | | | 3,601 | | 289.29 | | 09/3/2029 | | | | | | | 3,864 | | 269.58 | | 10/1/2029 | | | | | | | 3,632 | | 286.81 | | 11/1/2029 | | | | | | | 3,361 | | 309.99 | | 12/2/2029 | | | | | | | 3,158 | | 329.81 | | 01/2/2030 | | | | | | | 3,201 | | 358.00 | | 02/3/2030 | | | | | | | 3,007 | | 381.05 | | 03/2/2030 | | | | | | | 3,147 | | 364.08 | | 04/1/2030 | | | | | | | 2,759 | | 415.27 | | 05/1/2030 | | | | | | | 2,690 | | 425.92 | | 06/1/2030 |
| | | | | | | | | | | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | 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 Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Spencer Neumann (continued) | | 2,360 | | 485.64 | | 07/1/2030 | | | | | | | 2,298 | | 498.62 | | 08/3/2030 | | | | | | | 2,058 | | 556.55 | | 09/1/2030 | | | | | | | 2,173 | | 527.51 | | 10/1/2030 | | | | | | | 2,367 | | 484.12 | | 11/2/2030 | | | | | | | 2,270 | | 504.58 | | 12/1/2030 | | | | | | | 2,192 | | 522.86 | | 01/4/2031 | | | | | | | 2,145 | | 539.04 | | 02/1/2031 | | | | | | | 2,100 | | 550.64 | | 03/1/2031 | | | | | | | 2,143 | | 539.42 | | 04/1/2031 | | | | | | | 2,271 | | 509.11 | | 05/3/2031 | | | | | | | 2,317 | | 499.08 | | 06/1/2031 | | | | | | | 2,167 | | 533.54 | | 07/1/2031 | | | | | | | 2,245 | | 515.15 | | 08/2/2031 | | | | | | | 1,986 | | 582.07 | | 09/1/2031 | | | | | | | 1,886 | | 613.15 | | 10/1/2031 | | | | | | | 1,697 | | 681.17 | | 11/1/2031 | | | | | | | | 1,872 | | 617.77 | | 12/1/2031 | | | | | Greg Peters | | 7,230 | | 94.37 | | 08/1/2026 | | | | | | | 7,007 | | 97.38 | | 09/1/2026 | | | | | | | 6,648 | | 102.63 | | 10/3/2026 | | | | | | | 5,533 | | 123.30 | | 11/1/2026 | | | | | | | 5,821 | | 117.22 | | 12/1/2026 | | | | | | | 5,352 | | 127.49 | | 01/3/2027 | | | | | | | 4,846 | | 140.78 | | 02/1/2027 | | | | | | | 4,783 | | 142.65 | | 03/1/2027 | | | | | | | 4,644 | | 146.92 | | 04/3/2027 | | | | | | | 4,392 | | 155.35 | | 05/1/2027 | | | | | | | 4,186 | | 162.99 | | 06/1/2027 | | | | | | | 4,668 | | 146.17 | | 07/3/2027 | | | | | | | 3,891 | | 182.03 | | 08/1/2027 | | | | | | | 4,054 | | 174.74 | | 09/1/2027 | | | | | | | 4,001 | | 177.01 | | 10/2/2027 | | | | | | | 3,578 | | 198.00 | | 11/1/2027 | | | | | | | 3,791 | | 186.82 | | 12/1/2027 | | | | | | | 3,523 | | 201.07 | | 01/2/2028 | | | | | | | 5,187 | | 265.07 | | 02/1/2028 | | | | | | | 4,735 | | 290.39 | | 03/1/2028 |
| | | | | 74 | |
| | |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Greg Peters (continued) | | 4,906 | | 280.29 | | 04/2/2028 | | | | | | | 4,389 | | 313.30 | | 05/1/2028 | | | | | | | 3,820 | | 359.93 | | 06/1/2028 | | | | | | | 3,453 | | 398.18 | | 07/2/2028 | | | | | | | 4,063 | | 338.38 | | 08/1/2028 | | | | | | | 3,782 | | 363.60 | | 09/4/2028 | | | | | | | 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 | | 01/2/2029 | | | | | | | 4,168 | | 339.85 | | 02/1/2029 | | | | | | | 3,965 | | 357.32 | | 03/1/2029 | | | | | | | 3,861 | | 366.96 | | 04/1/2029 | | | | | | | 3,739 | | 378.81 | | 05/1/2029 | | | | | | | 4,209 | | 336.63 | | 06/3/2029 | | | | | | | 3,782 | | 374.60 | | 07/1/2029 | | | | | | | 4,434 | | 319.50 | | 08/1/2029 | | | | | | | 4,897 | | 289.29 | | 09/3/2029 | | | | | | | 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 | | 01/2/2030 | | | | | | | 4,015 | | 358.00 | | 02/3/2030 | | | | | | | 3,772 | | 381.05 | | 03/2/2030 | | | | | | | 3,949 | | 364.08 | | 04/1/2030 | | | | | | | 3,461 | | 415.27 | | 05/1/2030 | | | | | | | 3,375 | | 425.92 | | 06/1/2030 | | | | | | | 2,960 | | 485.64 | | 07/1/2030 | | | | | | | 2,883 | | 498.62 | | 08/3/2030 | | | | | | | 2,583 | | 556.55 | | 09/1/2030 | | | | | | | 2,725 | | 527.51 | | 10/1/2030 | | | | | | | 2,969 | | 484.12 | | 11/2/2030 | | | | | | | 2,849 | | 504.58 | | 12/1/2030 | | | | | | | 2,750 | | 522.86 | | 01/4/2031 | | | | | | | 2,666 | | 539.04 | | 02/1/2031 | | | | | | | 2,611 | | 550.64 | | 03/1/2031 | | | | | | | 2,665 | | 539.42 | | 04/1/2031 | | | | | | | 2,823 | | 509.11 | | 05/3/2031 | | | | | | | 2,881 | | 499.08 | | 06/1/2031 | | | | | | | 2,694 | | 533.54 | | 07/1/2031 |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | Greg Peters (continued) | | 2,790 | | 515.15 | | 08/2/2031 | | | | | | | 2,470 | | 582.07 | | 09/1/2031 | | | | | | | 2,344 | | 613.15 | | 10/1/2031 | | | | | | | 2,111 | | 681.17 | | 11/1/2031 | | | | | | | | 2,327 | | 617.77 | | 12/1/2031 | | | | | David Hyman | | 3,143 | | 79.58 | | 05/1/2025 | | | | | | | 2,807 | | 89.00 | | 06/1/2025 | | | | | | | 2,667 | | 93.64 | | 07/1/2025 | | | | | | | 2,221 | | 112.56 | | 08/3/2025 | | | | | | | 2,363 | | 105.79 | | 09/1/2025 | | | | | | | 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 | | 01/4/2026 | | | | | | | 4,439 | | 94.09 | | 02/1/2026 | | | | | | | 4,249 | | 98.30 | | 03/1/2026 | | | | | | | 3,952 | | 105.70 | | 04/1/2026 | | | | | | | 4,487 | | 93.11 | | 05/2/2026 | | | | | | | 4,115 | | 101.51 | | 06/1/2026 | | | | | | | 4,321 | | 96.67 | | 07/1/2026 | | | | | | | 4,426 | | 94.37 | | 08/1/2026 | | | | | | | 4,290 | | 97.38 | | 09/1/2026 | | | | | | | 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 | | 01/3/2027 | | | | | | | 1,798 | | 140.78 | | 02/1/2027 | | | | | | | 1,775 | | 142.65 | | 03/1/2027 | | | | | | | 1,722 | | 146.92 | | 04/3/2027 | | | | | | | 1,630 | | 155.35 | | 05/1/2027 | | | | | | | 1,553 | | 162.99 | | 06/1/2027 | | | | | | | 1,732 | | 146.17 | | 07/3/2027 | | | | | | | 1,390 | | 182.03 | | 08/1/2027 | | | | | | | 1,449 | | 174.74 | | 09/1/2027 | | | | | | | 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 | | 01/2/2028 | | | | | | | 2,574 | | 265.07 | | 02/1/2028 | | | | | | | 2,349 | | 290.39 | | 03/1/2028 |
| | | | | 76 | |
| | |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | David Hyman (continued) | | 2,435 | | 280.29 | | 04/2/2028 | | | | | | | 2,177 | | 313.30 | | 05/1/2028 | | | | | | | 1,896 | | 359.93 | | 06/1/2028 | | | | | | | 1,713 | | 398.18 | | 07/2/2028 | | | | | | | 2,017 | | 338.38 | | 08/1/2028 | | | | | | | 1,876 | | 363.60 | | 09/4/2028 | | | | | | | 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 | | 01/2/2029 | | | | | | | 2,360 | | 339.85 | | 02/1/2029 | | | | | | | 2,245 | | 357.32 | | 03/1/2029 | | | | | | | 2,186 | | 366.96 | | 04/1/2029 | | | | | | | 2,117 | | 378.81 | | 05/1/2029 | | | | | | | 2,383 | | 336.63 | | 06/3/2029 | | | | | | | 2,141 | | 374.60 | | 07/1/2029 | | | | | | | 2,511 | | 319.50 | | 08/1/2029 | | | | | | | 2,772 | | 289.29 | | 09/3/2029 | | | | | | | 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 | | 01/2/2030 | | | | | | | 2,299 | | 358.00 | | 02/3/2030 | | | | | | | 2,160 | | 381.05 | | 03/2/2030 | | | | | | | 2,260 | | 364.08 | | 04/1/2030 | | | | | | | 1,981 | | 415.27 | | 05/1/2030 | | | | | | | 1,932 | | 425.92 | | 06/1/2030 | | | | | | | 1,695 | | 485.64 | | 07/1/2030 | | | | | | | 1,650 | | 498.62 | | 08/3/2030 | | | | | | | 1,479 | | 556.55 | | 09/1/2030 | | | | | | | 1,560 | | 527.51 | | 10/1/2030 | | | | | | | 1,700 | | 484.12 | | 11/2/2030 | | | | | | | 1,631 | | 504.58 | | 12/1/2030 | | | | | | | 1,573 | | 522.86 | | 01/4/2031 | | | | | | | 1,827 | | 539.04 | | 02/1/2031 | | | | | | | 1,787 | | 550.64 | | 03/1/2031 | | | | | | | 1,825 | | 539.42 | | 04/1/2031 | | | | | | | 1,934 | | 509.11 | | 05/3/2031 | | | | | | | 1,972 | | 499.08 | | 06/1/2031 | | | | | | | 1,845 | | 533.54 | | 07/1/2031 | | | | | | | 1,911 | | 515.15 | | 08/2/2031 |
| | | | | | | | | | Option Awards | Name | | Number of Securities Underlying Unexercised Options: Exercisable (#) | | Option
Exercise Price
($) | | Option Expiration Date | | | | | David Hyman (continued) | | 1,691 | | 582.07 | | 09/1/2031 | | | | | | | 1,605 | | 613.15 | | 10/1/2031 | | | | | | | 1,445 | | 681.17 | | 11/1/2031 | | | | | | | | 1,594 | | 617.77 | | 12/1/2031 | | | | | Rachel Whetstone | | 20 | | 290.30 | | 12/3/2028 | | | | | | | 137 | | 267.66 | | 01/2/2029 | | | | | | | 214 | | 339.85 | | 02/1/2029 | | | | | | | 204 | | 357.32 | | 03/1/2029 | | | | | | | 199 | | 366.96 | | 04/1/2029 | | | | | | | 192 | | 378.81 | | 05/1/2029 | | | | | | | 217 | | 336.63 | | 06/3/2029 | | | | | | | 195 | | 374.60 | | 07/1/2029 | | | | | | | 228 | | 319.50 | | 08/1/2029 | | | | | | | 252 | | 289.29 | | 09/3/2029 | | | | | | | 271 | | 269.58 | | 10/1/2029 | | | | | | | 254 | | 286.81 | | 11/1/2029 | | | | | | | 235 | | 309.99 | | 12/2/2029 | | | | | | | 221 | | 329.81 | | 01/2/2030 | | | | | | | 262 | | 358.00 | | 02/3/2030 | | | | | | | 246 | | 381.05 | | 03/2/2030 | | | | | | | 257 | | 364.08 | | 04/1/2030 | | | | | | | 226 | | 415.27 | | 05/1/2030 | | | | | | | 220 | | 425.92 | | 06/1/2030 | | | | | | | 193 | | 485.64 | | 07/1/2030 | | | | | | | 188 | | 498.62 | | 08/3/2030 | | | | | | | 169 | | 556.55 | | 09/1/2030 | | | | | | | 177 | | 527.51 | | 10/1/2030 | | | | | | | 194 | | 484.12 | | 11/2/2030 | | | | | | | 186 | | 504.58 | | 12/1/2030 | | | | | | | 179 | | 522.86 | | 01/4/2031 | | | | | | | 193 | | 539.04 | | 02/1/2031 | | | | | | | 189 | | 550.64 | | 03/1/2031 | | | | | | | 194 | | 539.42 | | 04/1/2031 | | | | | | | 204 | | 509.11 | | 05/3/2031 | | | | | | | 209 | | 499.08 | | 06/1/2031 | | | | | | | 195 | | 533.54 | | 07/1/2031 | | | | | | | 202 | | 515.15 | | 08/2/2031 | | | | | | | 179 | | 582.07 | | 09/1/2031 | | | | | | | 170 | | 613.15 | | 10/1/2031 | | | | | | | 153 | | 681.17 | | 11/1/2031 | | | | | | | | 169 | | 617.77 | | 12/1/2031 |
| | | | | 78 | |
| | |
OPTION EXERCISESOption Exercises
The following table sets forth information concerning each exercise of stock options during 20202021 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 ($)(1) | | Reed Hastings | | | 1,327,634 | | | | 612,125,269 | | | | | 788,508 | | | | | 452,432,715 | | | Ted Sarandos | | | 105,372 | | | | 30,045,923 | | | | | 69,707 | | | | | 23,410,294 | | | Spencer Neumann | | | — | | | | — | | | | | — | | | | | — | | | Greg Peters | | | 37,986 | | | | 15,038,592 | | | | | 34,504 | | | | | 19,028,557 | | | David Hyman | | | 26,754 | | | | 11,968,543 | | | | | 18,116 | | | | | 10,169,476 | | | Rachel Whetstone | | | — | | | | — | | | | | — | | | | | — | |
| (1) | Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made. |
POTENTIAL PAYMENTS UPON TERMINATION ORPotential Payments upon Termination or CHANGE-IN-CONTROLChange-in-Control
The Named Executive Officers are beneficiaries of our Severance Plan, as described in more detail above in “Compensation Discussion and Analysis.” The information below reflects the estimated value of the compensation to be paid by us to each of the Named Executive Officers in the event of termination or a change in control under the terms of the Severance Plan. The amounts shown below assume that termination or change in control was effective as of December 31, 20202021 and is based on 20212022 allocatable compensation, which went into effect prior to the end of the 20202021 fiscal year. The actual amounts that would be paid can only be determined at the time of the actual triggering event. | Name | | Severance Benefit ($)(1) | | Change in Control Benefit ($)(2) | | Severance Benefit ($)(1) | | Change in Control Benefit ($)(2) | | Reed Hastings | | | 25,987,500 | | | | 34,650,000 | | | | 34,650,000 | | | | 34,650,000 | | | Ted Sarandos | | | 25,987,500 | | | | 34,650,000 | | | | 40,000,000 | | | | 40,000,000 | | | Spencer Neumann | | | 8,662,500 | | | | 11,550,000 | | | | 14,000,000 | | | | 14,000,000 | | | Greg Peters | | | 14,175,000 | | | | 18,900,000 | | | | 24,000,000 | | | | 24,000,000 | | | David Hyman | | | 7,087,500 | | | | 9,450,000 | | | | 11,000,000 | | | | 11,000,000 | | | Rachel Whetstone | | | 3,937,500 | | | | 5,250,000 | | | | 6,500,000 | | | | 6,500,000 | |
| | | | | 64 | | | | |
| (1) | The amounts in this column correspond to lump sum payments in cash that are equal to ninetwelve 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, 2020.2021. 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 DISCLOSUREPay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Co-Chief Executive Officers, Messrs. Hastings and Sarandos. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the 20202021 annual total compensation as determined under Item 402 of Regulation S-K was $43,226,024$40,823,725 for Mr. Hastings and $39,318,251$38,232,164 for Mr. Sarandos. The 20202021 annual total compensation
as determined under Item 402 of Regulation S-K for our median employee was $219,577.$201,743. Based on the foregoing, our estimate of the ratio of our Co-Chief Executive Officers’ annual total compensation to our median employee’s annual total compensation for fiscal year 20202021 is 197202 to 1, in the case of Mr. Hastings, and 179190 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 selected December 31, 2020,2021, which is within the last three months of 2020,2021, as the date upon which we would identify the “median employee.” We also used December 31 as our measuring date in 2019.2020. Consistent with the 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 2020.2021. For employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2020.2021. | 1 | While the 20202021 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.grants and the compensation that was reported for them as “All Other Compensation” for 2021 in the Summary Compensation Table. |
| | | | | | | 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
|
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 “AGAINST” Proposal Four.
|
| | | | | 68 80 | |
| | |
| | | | | | | 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 10010 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 to 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. CurrentlyOur current 67% supermajority vote requirement from all shares outstanding translates into a 2%-minority can frustraterequired 89% vote from the will of our 66%-shareholder majority in an election with 68% of shares casting ballots. In other wordsthat cast ballots at the annual meeting. This is a 2%-minority could havesubstantial barrier to improving the power to prevent shareholders from modernizing thecorporate 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.at Netflix.
This proposal topic won more than 80% support 4-times5-times at Netflix since 2013: 2021 - 90%, 2019- 88%, 2016- 82%, 2015 - 80%, 2013 -81% Apparently NFLXIn contrast to the above 80%+ votes Netflix shareholders are not pleased with ourvoting against Netflix directors. These are the negative votes against Netflix directors sitting on their hands in regard to this proposal topic in spite of these enormous shareholder votes.2021:
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.
| | | | Richard Barton | | A whooping [sic] 72% against | | Rodolphe Belmer | | 43% against | | Bradford Smith | | 58% against | | Anne Sweeney | | 46% against |
38%49% of shares rejected management pay in 2020. Unfortunately Mr. Timothy Haley, chair2021. Shareholders have the corresponding opportunity to vote against all members of the management pay committee is untouchable by a NFLX shareholder vote untilstanding for election in 2022. If Mr. Haley stands for reelection at 2U, Inc. and ZuroaUnfortunately Netflix management no longer identifies the chairman of the management pay committee in 2021 shareholders in those companies could consider Mr. Haley an undesirable director.the annual meeting proxy.
Please vote yes: Simple Majority Vote-Proposal 5Vote - Proposal 7 
| | | | | 70 82 | |
| | |
NETFLIX OPPOSING STATEMENT
Netflix Opposing Statement This Proposal 7 requests a simple majority standard in connection with each voting requirement in the Company’s charter and bylaws. The Board has considered the stockholder proposal and for the reasons described below, believesconcluded that the proposalits adoption is unnecessary and would not be in the best interests of Netflix or its stockholders in light of the simple majority standard that we are instead asking stockholders to adopt in Proposal 3. The Board recommends that the Company’s stockholders oppose this proposal and our stockholders.instead adopt the simple majority standard set out in Proposal 3, which we believe is in line with market practice and responsive to investor concerns requesting the elimination of standards that exceed a simple majority vote. Although our company has been around for more than 20Over the 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 voteengaged with many of our stockholders. We believe thatstockholders who have indicated support for the elimination of 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.voting provisions. The Board has weighed theconsidered these sentiments, along with stockholders’ prior voting results as part of a regular and ongoing examination of our governance structure. We are also awareon this issue in bringing Proposal 3. Having taken into account stockholder feedback from these conversations, the Board believes that many stockholders, including ours, are supportive of athe simple majority standard. The Board continuesprovisions provided in Proposal 3 is responsive to believe that the current governance structure, including ourstockholder views.
Proposal 3 would eliminate all 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 isvoting provisions set forth in the best interest ofCompany’s charter and, contingent on its adoption and upon its effectiveness, the Company has committed to making certain conforming changes to its bylaws (which changes do not require stockholder approval) to eliminate supermajority voting requirements contained therein. Accordingly, the Board believes that this advisory and our stockholders.non-binding stockholder Proposal 7 is unnecessary and confusing, as the simple majority standard provided in Proposal 3 adequately and appropriately addresses investor concerns. 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.7 and instead vote “FOR” Proposal 3. 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.7.
|
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | | 7183 | |
| | | | | | | 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,Boston Common Asset Management, 200 State Street, 7th Floor, Boston, MA 02109, the beneficial owner of 8 sharesat least $25,000 of the Company’s common stock on the date the proposal was submitted, has notified the Company of hisits intent to present the following proposal at the Annual Meeting.
Resolved:Whereas, full disclosure of Netflix’s lobbying activities and expenditures to assess whether its lobbying is consistent with Netflix’s expressed goals and stockholder interests.
Resolved, stockholders recommend thatrequest the preparation of a report, updated annually, disclosing: 1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by Netflix Inc. improveused for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the executive compensation philosophy to include CEO pay ratio and other factors. SUPPORTING STATEMENT
Section 953(b)amount of the Dodd-Frank Actpayment and the recipient.
3. Netflix’s membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the SECgeneral public that (a) refers to amend Item 402specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of Regulation S-Kthe communication to require each companytake action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Netflix is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee and posted on Netflix’s website. Supporting Statement Netflix spent $8,805,000 from 2012 – 2020 on federal lobbying. This does not include state lobbying expenditures, where Netflix also lobbies but disclosure is uneven or absent. For example, Netflix spent $406,250 on lobbying in California from 2019 – 2020. Netflix lobbies abroad, spending between €700,000 – 799,999 on lobbying in Europe for 2020. According to press reports, Netflix has “focused more of its public policy strategy internationally, where most of its growth lies and where it faces tenacious regulators.”3 Netflix fails to disclose its memberships in or payments to trade associations and social welfare organizations or the annual total compensation of the CEO, the median of the annual total compensation of all employees (except the CEO),amounts used for lobbying, including grassroots. Companies can give unlimited amounts to third party groups that spend millions on lobbying 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 dueundisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”4 Netflix belongs 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).Business Roundtable and Motion Picture Association of America, which together spent $20,260,000 on federal lobbying for 2020. The section “Determining Executive Compensation Magnitude” lists some philosophical points
| 3 | https://www.hollywoodreporter.com/tv/tv-news/netflix-lobbying-machine-inside-effort-sway-policy-worldwide-1229622/ |
| 4 | https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publiclyreported/. |
We are concerned Netflix’s lack 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.disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Twitter’s CEO pay ratio is less than 0.001 in 2018Netflix has drawn attention for supporting voting rights, yet opposing investor proposals for political spending disclosure.5 And while Netflix has attracted scrutiny for avoiding federal income taxes,6 the Business Roundtable has been lobbying against raising corporate taxes to fund health care, education 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 causesafety net programs.7
We urge Netflix to expand its bankruptcy. The executive compensations of big Japanese and European companies are much less than big American companies.lobbying disclosure. 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 STATEMENTNetflix Opposing Statement
The Board has considered the stockholder proposal and, for the reasons described below, believes that the proposal is not in the best interests of Netflix and our stockholders. The Board believes that the report requested by the Proposal would be largely duplicative of Netflix’s existing report and is not an effective use of Netflix’s resources. The Board has considered stockholders’ feedback and provided additional transparency on our political activity The Board has considered stockholders’ prior vote and statements in support of additional disclosure, during engagement and related to a substantially similar advisory and non-bindingproposal is vaguepresented last year, and unclearhas since taken action. Having taken into account stockholder feedback and therefore would be difficulttheir directly expressed views, we published a Political Activity Disclosures report in January 2022, which includes information on our approach to implement. The proposal failspublic policy advocacy, political contributions, lobbying activities and memberships in trade associations. Specifically, our Political Activity Disclosures report, among other things, provides the following: (i) a description of our approach to explain howpublic policy advocacy; (ii) an overview of management’s and the CEO pay ratioBoard’s decision-making process and “other factors” should be considered in improvingoversight for making lobbying payments (including that our executive compensation philosophy. It is difficultPublic Policy team, which reports directly 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 employmentChief Legal Officer, oversee regulatory matters and compensation practices. The SEC has statedgovernment affairs and that the purposeNominating and Governance Committee of CEO pay ratio disclosuresour Board reviews the Political Activity Disclosures on an annual basis);
(iii) insight into the reasoning for any lobbying expenditures and trade association memberships; (iv) access to federal lobbying disclosure reports disclosing the amount we spent on federal lobbying activities; (v) quantified disclosure of our political contributions during calendar years 2020 and 2021 to candidate campaigns, political party committees, political committees, other political organizations exempt from federal income taxes under IRC Section 527, and ballot measure committees; and (vi) that the Netflix PAC made no political contributions in 2020 or 2021, and it raised no new funds during that time. We believe our report, combined with the wide range of additional public disclosure, provides appropriate information to stockholders and other stakeholders By comparison, the proponent requests additional disclosure regarding payments used for indirect lobbying or grassroots lobbying communication, but the Company may not have visibility or control over such other organizations’ activities. Furthermore, although trade associations that the Company is a member of may engage in lobbying activities, Netflix is a member of trade associations for a variety of reasons not related to facilitatelobbying, including for information gathering and | 5 | https://www.marketwatch.com/story/netflix-uber-support-u-s-voting-rights-but-oppose-shareholders-push-for-political-lobbyingtransparency-11618440799. |
| 6 | https://itep.org/pandemic-profits-netflix-made-record-profits-in-2020-paid-a-tax-rate-of-less-than-1-percent/. |
| 7 | https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/ |
| | | | | 86 | |
| | |
comparisons among registrantsprofessional development and does not control trade association decision-making. It would be misleading to stockholders to attribute all of such organizations’ activities to the Company. We believe that precise conformity or comparabilityour Political Activity Disclosures report, when taken together with the wide range of the pay ratio across companiesadditional disclosure that 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 properly 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 erroneous 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 executivespublicly available, provides stockholders and the majority ofpublic with appropriate information regarding our employees alike. We aim to pay all employees at the top of their personal marketpolitical contributions 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 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.
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.public policy advocacy activities.
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.8. 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 Six.8.
|
| | | | | | | 74 | | 2022 Proxy Statement | | | 87 | |
OTHER INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity 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, 20214, 2022 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, 20214, 2022 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 | | Number of Shares
Beneficially Owned | | Percent of
Class | | The Vanguard Group, Inc.(1) 100 Vanguard Blvd Malvern, PA 19355 | | | 33,200,737 | | | | 7.49 | % | | | | 33,560,277 | | | | | 7.55 | % | | Capital Research Global Investors(2) 333 South Hope Street Los Angeles, CA 90071 | | | 30,232,937 | | | | 6.82 | % | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | | | | 29,228,602 | | | | | 6.58 | % | | BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | | | 28,731,448 | | | | 6.48 | % | | Capital Research Global Investors(3) 333 South Hope Street Los Angeles, CA 90071 | | | | | 25,966,372 | | | | | 5.84 | % | | Reed Hastings(4) | | | 7,998,031 | | | | 1.79 | % | | | | 7,611,449 | | | | | 1.70 | % | | Jay C. Hoag(5) 250 Middlefield Road Menlo Park, CA 94025 | | | 2,624,183 | | | | * | | | | | 1,714,723 | | | | | * | | | Ted Sarandos(6) | | | 563,134 | | | | * | | | | | 572,994 | | | | | * | | | Greg Peters(7) | | | 286,036 | | | | * | | | | | 286,802 | | | | | * | | | David Hyman(8) | | | 221,563 | | | | * | | | | | 226,857 | | | | | * | | | Spencer Neumann(9) | | | 73,474 | | | | * | | | | | 102,721 | | | | | * | | | Richard N. Barton(10) | | | 49,134 | | | | * | | | | | 33,399 | | | | | * | | | Leslie Kilgore(11) | | | 46,901 | | | | * | | | | | 48,361 | | | | | * | | | Timothy M. Haley(12) c/o Redpoint Ventures 2969 Woodside Road Woodside, CA 94062 | | | 37,826 | | | | * | | | | | 39,286 | | | | | * | | | Bradford L. Smith(13) | | | 30,371 | | | | * | | | | | 31,831 | | | | | * | | | Ann Mather(14) | | | 16,866 | | | | * | | | | | 17,517 | | | | | * | | | Anne M. Sweeney(15) | | | 8,705 | | | | * | | | | | 10,165 | | | | | * | | | Rachel Whetstone(16) | | | 6,227 | | | | * | | | | | 9,435 | | | | | * | | | Mathias Döpfner(17) | | | 5,143 | | | | * | | | | | 6,603 | | | | | * | | | Rodolphe Belmer(18) | | | 4,543 | | | | * | | | | | 6,002 | | | | | * | | | Strive Masiyiwa(19) | | | 464 | | | | * | | | | | 1,924 | | | | | * | | | All directors and executive officers as a group (18 persons)(20) | | | 11,989,268 | | | | 2.68 | % | | | | 10,724,264 | | | | | 2.39 | % |
| | | | | | | 76 | | 2022 Proxy Statement | | | 89 | |
| * | Less than 1% of the Company’s outstanding shares of common stock. |
1.(1) | As of December 31, 2020,2021, based on information provided by The Vanguard Group, Inc. in the Schedule 13G/A filed February 10, 2021.2022. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 31,246,46331,733,670 shares, shared dispositive power with respect to 1,954,2741,826,607 shares, shared voting power with respect to 758,570746,033 shares, and sole voting power with respect to zero shares. |
2.(2) | As of December 31, 2020,2021, based on information provided by BlackRock, Inc. in the Schedule 13G/A filed February 3, 2022. 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 23,924,562 shares. |
| (3) | As of December 31, 2021, based on information provided by Capital Research Global Investors in the Schedule 13G/A filed February 16, 2021.11, 2022. 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 30,224,07425,955,084 shares. |
3. | As of December 31, 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.
|
4.(4) | Includes options to purchase 3,075,6392,452,508 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the holder of 4,922,3925,158,941 of the Company’s shares. |
5.(5) | Includes (i) 703,825237,382 common shares that are directly held by TCV VII, L.P. (“TCV VII”), (ii) 365,509123,276 common shares that are directly held by TCV VII (A), L.P. (“TCV VII (A)”), (iii) 6,08616,178 common shares that are directly held by TCV Member Fund, L.P. (“Member Fund”), (iv) 640,434192,130 common shares that are directly held by TCV VIII, L.P. (“TCV VIII”), (v) 51,811 common shares that are directly held by TCV VIII (A), L.P. (“TCV VIII (A)”), (vi) 11,934 common shares that are directly held by TCV VIII (B), L.P. (“TCV VIII (B)”), (vii) 320,217 common shares that are directly held by Orange Investor, L.P. (“Orange Investor”), (v) 172,704(viii) 86,352 common shares that are directly held by Orange Investor (A), L.P. (“Orange Investor (A)”), (vi) 39,777(ix) 19,888 common shares that are directly held by Orange Investor (B), L.P. (“Orange Investor (B)”), (vii) 47,085(x) 23,542 common shares that are directly held by Orange (MF) Investor, L.P. (“Orange Investor (MF)”), (viii)(xi) options to purchase 31,04913,698 common shares held by Jay C. Hoag, (ix) 479,398(xii) 462,477 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and (x) 138,316(xiii) 155,838 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 in turn 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 disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. | 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
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 general partner of TCM VIII, which in turn is the general partner of TCV VIII, TCV VIII (A) and TCV VIII (B). TCV VIII 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 TCV VIII, TCV VIII (A), TCV VIII (B), Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor but each disclaims beneficial ownership of such shares except to the extent of its 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. |
| 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.
|
6.(6) | Includes options to purchase 563,134572,994 shares. |
7.(7) | Includes options to purchase 272,946273,712 shares. |
8.(8) | Includes options to purchase 189,953195,247 shares. |
9.(9) | Includes options to purchase 73,474102,721 shares. |
10.(10) | Includes options to purchase 31,876 shares. Mr. Barton is a trustee of the Barton Family Foundation, which is the holder of 10,000 of the Company’s33,336 shares. |
11.(11) | Includes options to purchase 11,70513,165 shares. |
12.(12) | Includes options to purchase 37,82639,286 shares. |
13.(13) | Includes options to purchase 23,87225,332 shares. |
14.(14) | Includes options to purchase 16,86617,517 shares. |
15.(15) | Includes options to purchase 8,70510,165 shares. |
16.(16) | Includes options to purchase 5,9129,120 shares. |
17.(17) | Includes options to purchase 5,1186,578 shares. |
18.(18) | Includes options to purchase 4,5436,002 shares. |
19.(19) | Includes options to purchase 4641,924 shares. |
20.(20) | Includes without duplication, the6,946,764 shares of common stock and options listed in footnotes (4) through (19) above.to purchase 3,777,500 shares. |
DELINQUENT 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.
| | | | | 90 | |
| | |
EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information
The following table summarizes our equity compensation plans as of December 31, 2020.2021. There were no equity compensation plans or arrangements not approved by security holders. | 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) | | 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 | | | | — | | | | 3,753 | | | | 10.32 | | | | — | | | 2011 Plan(2) | | | 17,446,523 | | | | 158.02 | | | | — | | | | 15,240,680 | | | | 170.71 | | | | — | | | 2020 Plan | | | 813,869 | | | | 508.30 | | | | 21,702,085 | | | | 2,351,418 | | | | 538.55 | | | | 20,145,360 | | | Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Total | | | 18,676,810 | (3) | | | 170.23 | | | | 21,702,085 | | | | 17,595,851 | (3) | | | 219.83 | | | | 20,145,360 | |
| (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 5.555.37 years. |
STOCKHOLDERS SHARING AN ADDRESSStockholders 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 1-866-540-7095 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 | | 2022 Proxy Statement | | | 91 | |
OTHER MATTERSOther 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 
David Hyman Chief Legal Officer and Secretary April 23, 2021, 2022 Los Gatos, California
| | | | | 92 | |
| | |
Appendix A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETFLIX, INC. a Delaware corporation ARTICLE I The name of this corporation is Netflix, Inc. (the “corporation”). ARTICLE II The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as the same exists or may hereafter be amended. ARTICLE IV The corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock.”.The total number of shares which the corporation shall have authority to issue is 5,000,000,000 consisting of 4,990,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.001 per share. The Board of Directors of the corporation (the “Board”) is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation of Preferred Stock relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation of Preferred Stock relating to any series of Preferred Stock).
| | | | | | | | | 2021 PROXY STATEMENT 2022 Proxy Statement
| | | 7993 | |
ARTICLE V The following provisions are inserted for the management of the business and the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders: A. The business and affairs of the corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. B. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide. C. Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders. D. Special meetings of stockholders of the corporation may be called only by the Chairpersonman of the Board, thea Chief Executive Officer, the President or by the Board acting pursuant to a resolution adopted by a majority of the Whole Board, and any power of stockholders tocall a special meeting is specifically deniedor by the Corporate Secretary upon the request, inaccordance with and subject to the Bylaws of the corporation, by stockholders of thecorporation holding continuously for at least one (1) year an aggregate net long position of not less than20% of the outstanding shares of common stock of the corporation entitled to vote at meetingsof the stockholders. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting. For purposes of this Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors of the corporation whether or not there exist any vacancies in previously authorized directorships. ARTICLE VI A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board pursuant to a resolution duly adopted by a majority of the Board. TheUntil the election of directors at the annual meeting of stockholders to be held in2025, the directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class tobebeing the class originally elected for a term expiring at the annual meeting of stockholders to be held in 2003 and most recently elected for a term expiring at the annual meeting ofstockholders to be held in 2024, another class to bebeing the class originally elected for a term expiring at the annual meeting of stockholders to be held in 2004 and to be elected at the annual meeting of stockholders to be held in 2022 for a term expiring at the annual meeting ofstockholders to be held in 2025, and another class to bebeing the class originally elected for a term expiring at the annual meeting of stockholders to be held in 2005 and most recently electedfor a term expiring at the annual meeting of stockholders to be held in 2023, with each class to hold office until its successor is duly elected and qualified. At each succeedingUntil the annual meeting of stockholders to be held in 2023, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Commencing with the election of directors at the annualmeeting of stockholders to be held in 2023, all directors shall be elected for a one year termexpiring at the next annual meeting of stockholders, and commencing with the election ofdirectors at the annual meeting of stockholders to be held in 2025, the classification of the Boardshall terminate.
| | | | | 94 | |
| | |
B. Subject to the rights of the holders of any series of Preferred Stock then outstanding and unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolution of the Board, be filled only by a majority vote of the directors then in office, whether or not less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires. No reduction in the authorized number of directors shall have the effect of removing any director before such director’s term of office expires. C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in and in accordance with the Bylaws of the corporation. D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, unless otherwise restricted by statute, by the Certificate of Incorporation or the Bylaws of the corporation, any director, or all of the directors, may be removed from the Board,but only for cause and only by the affirmative vote of the holders of at least 66 2/3%a majority of the voting power of all of the then outstanding shares of capitalvoting stock of the corporation thenentitled to vote atgenerally in the election of directors, voting together as a single class, with orwithout cause; provided that until the election of directors at the annual meeting of stockholdersto be held in 2025, such removal may be only for cause. ARTICLE VII The Board is expressly empowered to adopt, amend or repeal any of the Bylaws of the Ccorporation. Any adoption, amendment or repeal of the Bylaws of the corporation by the Board shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition toany vote of the holders of any class or series of stock of the corporation required by law or by this Certificate ofIncorporation, the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstandingshares of voting stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section3.15, Article VI or Article IX of the Bylaws of the corporation. ARTICLE VIII A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. The corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a director, officer, employee or agent of the corporation (or any predecessor thereof), or serves or served at any other corporation, partnership, joint venture, trust or other enterprise as a director, officer, employee or agent at the request of the corporation (or any predecessor).
Any amendment, repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such amendment, repeal or modification. ARTICLE IX The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that,notwithstanding any other provision of this Certificate of Incorporation, or any provision of law that might otherwisepermit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of thiscorporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 662/3% of the voting power of the then outstanding shares of voting stock entitled to vote generally in the election ofdirectors, voting together as a single class, shall be required to amend or repeal this Article IX, Article V, Article VI,Article VII or Article VIII.
| | | | | 96 | |
| | |
Preliminary Copy - Subject to Completion | | | NETFLIX, INC. 100 WINCHESTER CIRCLE LOS GATOS, CA 95032 | |  VOTE BY INTERNET BeforeTheMeeting- Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on June 2, 2021.1, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/nflx2021NFLX2022 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 2, 2021.1, 2022. 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. If you vote by mail, your proxy card must be received by June 1, 2022. |
| | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | D39612-P51438D73442-P65804 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 20242025
Annual Meeting of Stockholders. | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | For | | | | | | | | Withhold | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1a. Richard N. BartonTimothy Haley | | | ☐ | | | | | | | | ☐ | | | The Board of Directors recommends you vote AGAINST the following proposals: | | | For | | | | Against | | | | Abstain | | | | | | | | | | | | | | | | | | 1b. Rodolphe BelmerLeslie KiIgore | | | ☐ | | | | | | | | ☐ | | | 4.7. | | Stockholder proposalProposal entitled, “Proposal 4 – Political Disclosures,” if properly presented at the meeting. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | 1c. Bradford L. Smith
| | | ☐ | | | | | | | | ☐ | | | 5. | | Stockholder proposal entitled, “Proposal 5 –7 - Simple Majority Vote,” if properly presented at the meeting.
| | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | 1d. Anne M. Sweeney1c. Strive Masiyiwa
| | | ☐ | | | | | | | | ☐ | | | 6.8. | | Stockholder proposalProposal entitled, “Stockholder Proposal to Improve the Executive Compensation Philosophy,“Proposal 8 - Lobbying Activity Report,” if properly presented at the meeting. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | 1d. Ann Mather | | | ☐ | | | | | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | | | Against | | | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2. To ratifyManagement Proposal: Declassification of the appointmentBoard of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.Directors. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3. Advisory approvalManagement Proposal: Elimination of the Company’s executive officer compensation.Supermajority Voting Provisions. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4. Management Proposal: Creation of a New Stockholder Right to Call a Special Meeting. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5. Ratification of Appointment of Independent Registered Public Accounting Firm. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6. Advisory Approval of Executive Officer Compensation. | | | ☐ | | | | ☐ | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | This proxy should be marked, dated and signed by the stockholder or stockholders exactly as the stockholder’s or stockholders’ name(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. | | | | | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — |
D39613-P51438D73443-P65804
FORMOFPROXY NETFLIX,INC. ANNUALMEETINGOFSTOCKHOLDERS JUNE 3, 20212, 2022 THISPROXYISSOLICITEDON BEHALFOFTHEBOARDOFDIRECTORS 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, 2021,, 2022, and hereby appoints David 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 3, 2021,2, 2022, and at any adjournments thereof, upon the proposals set forth in this proxy and described in the Proxy Statement, and in their discretion with respect to such other matters as may be properly brought before the meeting or any adjournments thereof. If this proxy is properly executed and returned, this proxy will be voted for the specifications made 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, 3, 4, 5 and 3,6, and AGAINST items 4, 5,7 and 6,8, 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. Continuedand tobe signedon reverse reverseside |
|
