UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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NETFLIX, INC.

(Name of Registrant as Specified In Its Charter)

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

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2023 Proxy Statement AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NETFLIX, INC | 2023 PROXY STATEMENT


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DON’T GIVE UP ON YOUR DREAMS. WE STARTED WITH DVDS.


 

Letter from Our Lead Independent Director

 


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Letter from Our Lead

Independent Director

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Jay Hoag

FELLOW STOCKHOLDERS,Fellow Stockholders,

We hope youcelebrated our 25th anniversary in 2022 and your families are healthy and safe. The COVID-19 pandemic brought unprecedented challenges and 2020 was a year marked with extraordinary loss for many. Throughout the year, we were fortunate to be able to adapt our business operations to protect the well-being of our employees and partners while also ensuring business continuity. We are grateful that we have been able to provide ourcontinue providing members with a source of escape, connection and comfort during these challenging times.

  This pastcomfort. 2022 was a tough year, also brought issues of racial and social injustice to the forefront. As a global company with a broad member base, we believe that talented employees with diverse backgrounds, cultures, perspectives, and experiences unlock and drive innovation, creativity,bumpy start but a brighter finish. The Netflix leadership team and the variety of our storytelling. We believe that more diversity in our company leads to more diversity behind the camera and more diversity on screen, and we published our first Inclusion Report in January 2021, providingCompany as a snapshot of representation within the company, and how wewhole navigated significant business challenges, developed a plan to increase itreaccelerate our growth, and cultivate a community of belonging. We followed that with a groundbreaking study, from the USC Annenberg Inclusion Initiative, examining diversity indemonstrated tireless dedication to executing our US originallong-term strategy by creating series and movies that excite our members. We introduced a lower priced ad-supported subscription plan to provide consumers with increased pricing choice on our service, developed a thoughtful approach to address account sharing, acquired a number of businesses to complement our growth, and continued to release films, which we shared publicly to benchmarkseries and games that are loved by our progress and hold ourselves accountable for our goals of ongoing improvement.members.

We are humbled by our talented and dedicated teams who continuedcontinue to create and deliver world classworld-class entertainment during these extraordinary times.across a variety of genres and languages, demonstrating that great stories come from anywhere and are enjoyed by audiences everywhere. Our original stories deeply resonated with audiences and were nominated for 160 Emmys and an industry-leading 36 Academy Award nominations withinaudiences. In the last year.year alone, we launched some of our most popular TV series and films: five of our top 10 most popular English language TV seasons, including Stranger Things Season 4 and Wednesday, four of our top 10 most popular English language films, including The Adam Project and The Gray Man, seven of our top 10 most popular non-English films, including Troll from Norway and All Quiet on the Western Front from Germany, and two of our top 10 most popular non-English TV shows – All of Us Are Dead and Extraordinary Attorney Woo from Korea.

In 2020,At the end of 2022, we had approximately 204231 million paid memberships, achieved approximately $25$32 billion in revenue, representing 24%6% year-over-year growth, and approximately $4.6over $5.6 billion of operating income, representing 76% year-over-year growth, as well as improved our cash flows from operations.

This past year, the Board, alongside management, continued to actively engage with shareholders to seek their input and provide perspective on our policies and practices. We prioritize creating long-term valuemade significant progress on our Environmental, Social and Governance (“ESG”) initiatives, particularly our corporate governance structure. At last year’s annual meeting, shareholders approved management proposals to implement a phased-in declassification of the board of directors, remove

supermajority voting provisions in our charter and bylaws, and enable shareholders to call special meetings. The Board implemented these corporate governance changes, as well as adopting a majority voting standard for uncontested director elections and a director resignation policy. Beginning at this year’s annual meeting, directors will be elected to one-year terms with the entire board of directors standing for annual election beginning in 2025. The Board appreciates the shareholder feedback, which will continue to inform the Board’s regular review of our corporate governance practices.

Additionally, in response to feedback, we have adopted changes to our executive compensation program for 2023, which includes for our stockholders, demonstrated by our strong total stockholder return. As of December 31, 2020, we delivered 67% in annualized total stockholder return overExecutive Chairman and co-Chief Executive Officers, a minimum 50% allocation to stock options, a salary cap, an annual performance-based cash bonus program, and a one-year vesting period for stock options. More details to the prior one-year period and 40% since our initial public offering in 2002 through December 31, 2020.

We believe wecompensation program changes are provided in the early stagesfollowing pages. We publish annually an ESG Report, Inclusion Report and political activity disclosure report, which was updated to include information requested by shareholders.

Together, these reports provide updates on our important efforts to support the diversity of our employee base as we seek to better serve our members, advance our sustainability efforts and, most importantly, reinforce our commitment to transparency, which is central to how we at Netflix operate.

As part of the transition to streaming entertainment all around the world. To support continued growth, we evolvedBoard’s ongoing succession planning and evolution of the management team, withReed Hastings, Executive Chairman of the appointment of Ted Sarandos as Co-Chief Executive Officer, in addition toBoard, stepped down from his role as Chief Contentco-Chief Executive Officer and President, and we appointed Greg Peters to serve as Chief Operatingthe co-Chief Executive Officer in addition to his role as Chief Product Officer.alongside Ted Sarandos. Greg was also appointed to the Board. Reed Hastings continuesThis is a continuation of the succession planning that began with Ted’s promotion to serve as Co-Chiefco-Chief Executive Officer and Chairman of the Board.Greg’s promotion to Chief Operating Officer in July 2020. Reed, Greg, and Ted is instrumental to the innovation and success of Netflix, particularly in driving the content strategy. Both Co-Chief Executive Officershave been working closely together for 15 years, collaborate closely on corporate strategy and are involved in all aspects of management. Greg oversees global operations and our team responsible for product, ensuring that Netflix stays aligned, productive and able to improve rapidly. We believe this is an effective leadership model and mostly formalized the prior working relationship between Reedcombines Ted and Ted.

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

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

Warm regards,

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Jay C. Hoag

Lead Independent Director

 

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Notice

Notice of Annual Meeting of Stockholders to be Held on June 1, 2023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2021

To the Stockholders of Netflix, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meetingannual meeting of Stockholdersstockholders of Netflix, Inc., a Delaware corporation (the “Company”“Company,” “Netflix,” “we,” “us,” or “our”), will be held on June 3, 20211, 2023 at 3:00 p.m. Pacific Time.Time (“Annual Meeting”). You can attend the Annual Meeting via the internet and vote your shares electronically by visiting www.virtualshareholdermeeting.com/NFLX2021NFLX2023 (there is no physical location for the Annual Meeting). You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

The Annual Meeting will be held for the following purposes:THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:

 

1.

1.To elect four Class I directors to hold office until the 2024 Annual Meetingannual meeting of Stockholders;stockholders;

2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021;2023;

3.

Advisory approval of the Company’s named executive officerNamed Executive Officer compensation;

4.

Advisory vote on the frequency of future advisory votes on the Company’s Named Executive Officer compensation;

5.To consider threefour stockholder proposals, if properly presented at the Annual Meeting; and

5.

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

These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our common stock at the close of business on April 8, 20216, 2023 can vote at this meeting or any adjournments that may take place.

All stockholders are cordially invited to attend the meeting via the internet.ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIA THE INTERNET.

For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting. Due to the COVID-19 pandemic, pleasePlease email board@netflix.com to make arrangements to examine the stockholder list. The stockholder list will also be available during the annual meeting by visiting www.virtualshareholdermeeting.com/NFLX2021 and entering your 16-Digit Control Number.

By order of the Board of Directors

 

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David Hyman

Chief Legal Officer and Secretary

April 23, 202121, 2023

Los Gatos, California

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2021 1, 2023: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.


 

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Table of Contents

 

Information Concerning Solicitation
and Voting
2
Netflix 20202022 Year in Review 6

Proposal One: Our Board of Directors

Election of Directors

81

Who We AreProposal 1: Our Board of Directors

Election of Directors

 10

3

Who We Are

5
How We are Selected, Elected and Evaluated

 1914

How We Govern and are Governed

 16
20
Code of Ethics 19
How We are Organized20
How to Communicate with Us22
How We are Paid23
Certain Relationships and Related Transactions25

How We are OrganizedProposal 2: Our Auditors

Ratification of Appointment of Independent Registered Public Accounting Firm

 2227

How to Communicate with Us

24

How We are Paid

25

Certain Relationships and Related Transactions

27

Proposal Two: Our Auditors

Ratification of Appointment of Independent
Registered Public Accounting Firm

28

Report of the Audit Committee of the Board of Directors

 3130

Our Company

Executive Officers

 33

31

Proposal Three:3: Our Pay

Advisory Approval of Named Executive Officer Compensation

 37
Compensation Discussion and Analysis3933

Proposal 4

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

35
Compensation Discussion and Analysis37
A Message from the Compensation Committee Chair

 4038

Our Company and 20202022 Performance

 4038

Stockholder Engagement and the 2020 2022 Say-on-Pay Vote Result

 4138

20202022 Named Executive Officers

 4241

Compensation Philosophy

 4241

2022 Compensation Program Overview

 42

Determining Executive Compensation MagnitudeDilution, Burn Rate and Equity Overhang

 44

Elements ofDetermining Executive Compensation

 4544

Elements of Executive Compensation in 2020

 47

Termination-Based Compensation and Change
in Control Retention Incentives

49

Tax Considerations

50

Prohibition on Hedging

5145
 

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INFORMATION CONCERNING                    

SOLICITATION AND VOTING                    

 


GENERAL

The attached proxy is solicited on behalf of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company,” “Netflix,” “we,” “us” or “our”), for use at the Annual Meeting of Stockholders to be held on June 3, 2021, at 3:00 p.m. Pacific Time (the “Annual Meeting”), or at any adjournment or postponement of this meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders and form of proxy. This year’s Annual Meeting will be held entirely via the internet and will be conducted by our Chief Legal Officer and Secretary. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/NFLX2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 2:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

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

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we will mail, on or about April 23, 2021, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 8, 2021, referred to as the Record Date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders will have the ability to access all of the proxy materials at https://ir.netflix.net/financials/annual-reports-and-proxies/default.aspx. Should you request it, we will make paper copies of these proxy materials available free of charge. To request a copy, please send your request to our Secretary at the address listed below.

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

REVOCABILITY OF PROXIES

You may change your vote at any time prior to the vote at the Annual Meeting. If you are a stockholder of record as of the Record Date, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary at the address above prior to your shares being voted, or by attending the Annual Meeting and voting via the internet. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. For shares you hold beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting via the internet.

 

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2021 PROXY STATEMENT          3


VOTING AND SOLICITATION

Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 443,402,736 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on that date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

You may vote via the internet by going to www.proxyvote.com and following the instructions on the screen. As explained in greater detail in the Notice of Internet Availability of Proxy Materials, to vote your shares, you may vote via the internet by visiting www.proxyvote.com and having available your 16-digit control number(s) contained on your Notice of Internet Availability of Proxy Materials. If you received your proxy materials by mail, you may vote by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided, or you may vote by phone by following the instructions on your proxy card. You may vote via the internet or by phone up until 8:59 p.m. Pacific Time on June 2, 2021. If you vote by mail, your proxy card must be received by June 2, 2021. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online at www.virtualshareholdermeeting.com/NFLX2021 and vote your shares during the Annual Meeting.

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

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

If you hold your shares through a broker, bank or other nominee (“street name”) it is critical that you cast your vote if you want it to count in the election of directors (Proposal One of this Proxy Statement), advisory approval of executive officer compensation (Proposal Three of this Proxy Statement), or any of the stockholder proposals (Proposals Four, Five and Six of this Proxy Statement). Thus, if you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the election of directors, no vote will be cast on your behalf on these proposals.

The cost of soliciting proxies will be borne by us. We may reimburse banks and brokers and other persons representing beneficial owners for their reasonable out-of-pocket costs. Our officers, directors and others may solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation. If you vote using the internet or by phone, you may incur data or telephone usage charges from internet access providers or phone companies. We will not reimburse those costs.

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STOCKHOLDER PROPOSALS

Stockholder proposals that are intended to be presented at ourNetflix 2022 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with the requirements of SEC Rule 14a-8 and must be received by our Secretary no later than December 24, 2021 in order to be included in our Proxy Statement and proxy materials relating to our 2022 Annual Meeting of Stockholders.

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

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2021 PROXY STATEMENT          5


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Netflix 2020 Year in Review

BUSINESS HIGHLIGHTSBusiness Highlights

In2022 was a profoundly challengingdifficult year with a bumpy start but with a brighter finish. To reaccelerate growth, we were gratefulintroduced a lower priced ad-supported subscription plan to present TVprovide consumers with increased pricing choice on our service, developed a thoughtful approach to address account sharing, acquired a number of businesses to complement our growth, and continued to release films, series documentaries and feature films in more than 30 languages and 190 countriesgames that resonated so deeply with audiences and earned a record 160 Emmy nominations and 36 Academy Award nominations withinare loved by our members. At the last year. In 2020,end of 2022, we had approximately 204231 million paid memberships, and financial highlights for 20202022 included achieving approximately $25$32 billion in annual revenue, representing 24%6% year-over-year growth, and approximately $4.6over $5.6 billion in operating income, representing 76% year-over-year growth. Our cash provided by operating activities also improvedincome.

Executive Leadership

The Board of Directors (the “Board”) oversees executive succession planning on an ongoing basis. As part of the chief executive officer succession plan, we adopted a co-Chief Executive Officer structure in 2020. We prioritize creating long-term value for our stockholders demonstrated by our strong stockholder return. As of December 31, 2020, we delivered 67%, 41%, 36% and 36% in annualized total stockholder returns over the prior one-, three-, five- and ten-year periods, respectively, and 40% since our initial public offering in 2002.

EXECUTIVE LEADERSHIP CHANGES

In July 2020,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. In January 2023, Reed stepped down as co-Chief Executive Officer and President of the Company. He will continue to serve as the Executive Chairman. Greg Peters was promoted to serve as co-Chief Executive Officer alongside Ted. Greg was also appointed to the BoardBoard. The three of them have worked together for over 15 years and promoted to the role of Co-Chief Executive Officer, in addition to his role as Chief Content Officer. Reed Hastings continues to serve as Co-Chief Executive Officer and Chairman of the Board. Mr. Sarandos has served as the Chief Content Officer since 2000, and this promotion formalized the evolution and growth of his duties and responsibilities. Messrs. Hastings and Sarandos have had a long history of collaboration and will continue to work closely on corporate strategy, and planning and are involved in all aspects of company management.

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

We believe the Co-Chief Executive Officerco-CEO structure continues to provide broad expertise and deep leadership structure andat the additionhighest level of the Chief Operating Officer role provideCompany, and provides an efficient and effective leadership model to support our future growth.

BOARD COMPOSITIONBoard Composition

In 2020, we added two new members toRodolphe Belmer resigned from the Board Ted Sarandos, our Co-Chief Executive Officer and Chief Content Officer, whoeffective October 27, 2022. In January 2023, Greg Peters was appointed to the Board in July 2020 and Strive Masiyiwa, who was appointed to the Board in December 2020. Ambassador Susan Rice resigned from the Board effective January 20, 2021.connection with his appointment as co-Chief Executive Officer. More information on each Board member can be found in the section titled, “Proposal One:1: Our Board of Directors—Election of Directors—Who We Are.”

RESPONSE TO COVID-19Shareholder Engagement

The COVID-19 pandemicBoard appreciates shareholder feedback, and precautionswe engage with our shareholders throughout the year to mitigatebetter understand their perspectives. In response to the spreadlow Say-on-Pay vote at the 2022 annual meeting, we undertook extensive shareholder engagement efforts to better understand our shareholders’ concerns regarding our compensation program and conducted two rounds of engagement—one in the summer of 2022 and one in early 2023. Cumulatively, we invited shareholders representing approximately 57% of our shares outstanding, including some who did not support our Say-on-Pay vote, to participate in calls to discuss our executive compensation program. Members of the virus significantly impactedNetflix legal and investor relations teams met with 19 shareholders, representing approximately 51% of shares outstanding. Compensation committee members participated in a majority of these engagements, meeting with shareholders representing approximately 37% of our shares outstanding, and are scheduled to meet with shareholders representing approximately another 8% of our shares outstanding prior to our annual meeting (for a total director engagement of 45% of shares outstanding). Our engagement discussions focused primarily on our executive compensation program and potential changes, as well as executive succession planning and other ESG matters. In response to these discussions and feedback, the media and entertainment industry, includingCompensation Committee is evolving our business and operations. In an effortexecutive compensation program to protect the health and safety of our

 

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2023 Proxy Statement

 

1


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employees,


include a salary cap, a minimum stock option allocation with a one-year vesting period and a cash bonus program for our workforce has had,co-Chief Executive Officers and continuesExecutive Chairman. A detailed discussion of our engagement with shareholders regarding our compensation program and changes for the 2023 compensation year are included in most instances, to spendthe Compensation Discussion and Analysis section.

Inclusion and Diversity

We believe a significant amountcritical component of time working from home. While weour success is our company culture. This culture, which is detailed in a “Culture Memo” located on our website, includes Inclusion as one of our nine cultural values. We want our members and our partners have resumed productions and related operations in most parts ofmembers-to-be all over the world certain of our productions continue to experience disruption, as do the productions of our third-party content suppliers. As a result, our ability to produce content remains affected by the pandemic. The Boardsee themselves, their cultures and management team continue to actively monitor the situation and alter our business operations as may be required by federal, state, local or foreign authorities, or thatlived experiences reflected on screen, so we determine are in the best interests of our employees, customers, partners and stockholders.

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

INCLUSION AND DIVERSITY

Our company culture remains an important aspect of our operations. As we have expanded our offices globally, we have also become mindful of cultural differences across and within regions. Fostering a work environment that is culturally diverse, inclusive and equitable is a major focus for us. We employ a team reporting to our VP of Inclusion Strategy who works to build diversity inclusion and equityinclusion into all aspects of our operations globally, withglobally. This means supporting talent in front of and behind the goalcamera through our Fund for Creative Equity and Grow Creative work, and investing in the future of having diversity and inclusion function as a critical lenstech through which each Netflix employee carries out their role. We want more people and cultures to see themselves reflected on screen—so it’sour Emerging Talent program.

It’s equally important that our employees areemployee base is as diverse likeas the communities we serve. We strivelook to help increase representation by training our recruiters onand managers how to hire more inclusively,with diversity and inclusion in mind, expanding outreach to help the companyunderrepresented communities and helping senior leaders diversify their networks.

We published in January 2021are equipping our leaders with the skills to lead inclusively so they create the type of work environment where people of all backgrounds have an Inclusion Report on our website that provides a snapshot of representation within the company, how we planequal opportunity to increase it,contribute at their highest levels without exclusion and how we cultivate a community of belonging and allyship. We have also published our U.S. Employer Equal Opportunity data (EEO-1 data) reaching back to our 2014 filing.

bias. We also support numerous employee resource groups (ERGs), representing employees and allies from a broad array of historically underrepresented and/or marginalized communities. Our ERGs are important in creating

We publish annually an Inclusion Report on our website, which provides a more inclusive environment for all employees, allowing space to connect on shared experiences, providing mentoring, career development and volunteering opportunities, and to providesnapshot of representation within the Company, with insight intoour progress to date and areas we are focused on for improvement. We also publish our U.S. Employer Equal Opportunity data (EEO-1 data) reaching back to our 2014 filing.

Environment

In 2022, Netflix further advanced our corporate sustainability goals through a variety of initiatives. We (a) continued to optimize, electrify and decarbonize energy use in productions, (b) brought remaining unabated emissions to zero by investing in the perspectives, needspower of nature to capture carbon, (c) supported self-managed productions in including at least one electric vehicle on screen, culminating in a Super Bowl advertisement from GM in 2023, and lived experiences of(d) expanded the communities. Each ERG is supported by senior leaders across the Company.Netflix Sustainability Stories collection to over 200 films and TV series from every genre.

TRANSPARENCYTransparency

We are committed to continued stockholder engagement and transparency.transparency and provide comprehensive information about our ESG initiatives and activities on our Investor Relations website. In response to input from our stockholders, we began publishing in 2020 an Environmental Social Governance report that covers our ESG performance for the prior year. We use the Sustainability Accounting Standards Board (SASB) reporting framework for the “Internet & Media Services” and “Media & Entertainment” industries. In 2022, in response to a stockholder proposal and interest from stockholders for more information about our political activities, we began publishing a report about our political contributions, which to date, have been limited. At last year’s annual meeting, stockholders approved on an advisory basis a proposal seeking additional information about our political activities. We then engaged with the proponent, Boston Common Asset Management, on the issues raised in last year’s proposal to align on our response. In collaboration with the proponent, we enhanced our political activities disclosure to address their concerns and fully implemented the proposal. The ESG reports for 2019Reports, Inclusion Reports, Political Activity Disclosures, EEO-1 data and 2020other ESG information are available at ir.netflix.net. In addition, we will continue to publish our Inclusion Report and EEO-1 data on our website annually.

 

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2021 PROXY STATEMENT          7


2 

Proposal 1LOGO

Our Board of Directors

Election of Directors

THE BOARD

UNANIMOUSLY

RECOMMENDS THAT

THE STOCKHOLDERS VOTE

“FOR” RICHARD N. BARTON,

RODOLPHE BELMER,

BRADFORD L. SMITH AND ANNE M. SWEENEY

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DIRECTORS STANDING FOR ELECTIONDirectors Standing for Election

Four Class I directors, Richard N. Barton, Rodolphe Belmer, Bradford L. SmithMathias Döpfner, Reed Hastings, Jay Hoag and Anne M. Sweeney,Ted Sarandos, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Messrs. Barton, Belmer,Döpfner, Hastings, Hoag and Smith and Ms. Sweeney,Sarandos, each of whom is currently a director of the Company. If Mr. Barton, Mr. Belmer, Mr. Smith or Ms. Sweeneyany of Messrs. Döpfner, Hastings, Hoag and Sarandos is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Each of Mr. Barton, Mr. Belmer, Mr. SmithMessrs. Döpfner, Hastings, Hoag and Ms. SweeneySarandos has agreed to serve as a director of the Company if elected. TheStockholders approved the management proposal to declassify the Board at the 2022 annual meeting of stockholders. As such, the term of the office of directors elected at this Annual Meeting will continue until the Annual Meetingannual meeting of Stockholdersstockholders held in 2024 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal.removal, with the entire Board standing for annual election beginning in 2025.

 

Nominee

  Age  Principal Occupation

Richard N. BartonMathias Döpfner

  5360  Chief Executive OfficerChairman and co-founderCEO of Zillow-GroupAxel Springer SE

Rodolphe BelmerReed Hastings

  5162  Chief Executive OfficerChairman of Eutelsat S.A.Netflix

Bradford L. SmithJay Hoag

  6264  President and Chief Legal Officer of MicrosoftGeneral Partner, TCV

Anne M. SweeneyTed Sarandos

  6358  Former Co-Chair, Disney Media Networksco-Chief Executive Officer and President Disney/ABC Television Groupof Netflix

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

Required Vote

The four nominees receiving the highest numberWe have implemented majority voting in uncontested elections of affirmative Votes Castdirectors. Our bylaws provide that in an uncontested election, each director will each be elected by a vote of the majority votes cast, which includes votes to withhold authority but excludes abstentions. Abstentions and broker non-votes are not counted as Class I directors.votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

Netflix Recommendation

 

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

 

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4 2021 PROXY STATEMENT    

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       9


Who We Are

BOARD OVERVIEW

Board Overview

Our Board is composed of 12 highly experienced, talented, and qualified directors with experience as board members and executives at some of the world’s most successful companies. We believe that the Board is well situated to navigate the changing competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from a US DVD-by-mail company to a global streaming company to one of the leading entertainment companies in the world, while effectively managing risk and overseeing management performance. By successfully navigating this evolution,We believe that a diverse mix of skills, experience, perspectives and backgrounds contribute to an effective Board. The composition of our annualized total stockholder return sinceBoard has evolved over the past several years, and when looking to fill Board positions, we will continue to evaluate potential candidates who we believe complement and augment our initial public offering in 2002 through December 31, 2020 was 40%.current Board. As further discussed under “How We are Selected, Elected, and Evaluated—Consideration of Director Nominees—Director Qualifications,” the Nominating and Governance Committee considers a number of factors, including characteristics such as gender, race and national origin when evaluating potential Board candidates.

 

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STRATEGY ALIGNMENT

LOGOOur Board has the experience and expertise that aligns with these important facets of our long-term strategy

 

Board Tenure

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Gender Diversity

Board balances fresh thinking, new perspectives, and emerging skill needs with institutional knowledge and stability

A quarter of directors are women.

Board Diversity Matrix (as of April 21, 2023)

The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). The Board Diversity Matrix for 2022 is available on our website at ir.netflix.net.

 

Total Number of Directors

   12 

 

    

   Female           Male       Non-Binary      Did Not Disclose Gender 

 

Part I: Gender Identity

 

 

Directors

   3   9   0    0 

 

Part II: Demographic Background

 

 

African American or Black

   0   1   0    0 

 

Alaskan Native or Native American

   0   0   0    0 

 

Asian

   0   0   0    0 

 

Hispanic or Latinx

   0   0   0    0 

 

White

   3   8   0    0 

 

Two or More Races or Ethnicities

   0   0   0    0 

 

LGBTQ+

   0 

 

Did Not Disclose Demographic Background

   1 

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2023 Proxy Statement

 LOGO

5

 


 

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10          LOGO
Our Directors


OUR DIRECTORS

Directors standing for election:

 

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Mathias Döpfner

 

RICHARD BARTON

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2002 CLASS: I AGE: 53

COMMITTEES: AUDIT

Why this director is valuable to Netflix

Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet.

Also...

Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 until 2018. He has served on many public company boards. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.

Career Snapshot:

•  Chief Executive and co-founder of Zillow-Group (since 2010)

•  Co-founder and Chairman of GlassDoor (2007-2018)

•  Founder and Chief Executive Officer of Expedia (1996-2003)LOGO

 

Other Public
Company Boards

•  Qurate (formerly Liberty Interactive)

•  ZillowWarner Music Group

•  Altimeter Growth Corp.

•  Altimeter Growth Corp. 2

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DIRECTOR SINCE: 2018

CLASS: III

 

RODOLPHE BELMERAGE: 60

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2018 CLASS: I AGE: 51

COMMITTEES: COMPENSATION

Why this director is valuable to Netflix

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

Also...

Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school.

Career Snapshot:

•  CEO and director of Eutelsat, the leading satellite operator in Europe, the Middle East and Africa (since 2016)

•  CEO of Canal + Group (2012-2015); various additional roles since joining in 2001

Other Public Company Boards

•  None

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2021 PROXY STATEMENT          11


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BRAD SMITH

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2015 CLASS: I AGE: 62

COMMITTEES: NOMINATING AND GOVERNANCE

Why this director is valuable to Netflix

With a leading role at Microsoft, Mr. Smith brings broad business and international experience on a variety of issues, including government affairs and public policy to the Board. Mr. Smith also brings experience playing a key role in representing Microsoft externally and in leading Microsoft’s work on a number of critical issues, including privacy, security, accessibility, environmental sustainability and digital inclusion, among others, which provides additional expertise to the Board.

Also...

Mr. Smith has led a push for diversity within Microsoft’s legal division, advocating for increasing employment of diverse employees at the company and associated law firms. Mr. Smith holds a B.A. in international relations and economics from Princeton, a J.D. from Columbia University School of Law and also studied international law and economics at the Graduate Institute of International Studies in Geneva.

Career Snapshot:

•  President and Chief Legal Officer of Microsoft (since 2015); he originally joined Microsoft in 1993

•  Associate and then Partner, Covington & Burling (1986-1993)

Other Public Company Boards

•  None

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ANNE SWEENEY

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2015 CLASS: I AGE: 63

COMMITTEES: COMPENSATION

Why this director is valuable to Netflix

Ms. Sweeney has held various senior positions with large entertainment companies, which provided her with broad strategic and operational experience. Her experience in the entertainment industry provides a unique business perspective to the Board as Netflix builds its global internet TV network.

Also...

Ms. Sweeney’s entertainment experience spans more than three decades, including her oversight of Disney’s cable, broadcast and satellite properties globally for 18 years. During that time, she was charged with launching and running over 118 Disney Channels in 164 countries in 34 languages, and had oversight over various ABC properties including ABC Television Network, ABC Studios and the Disney ABC Cable Networks Group. Prior to Disney, she was CEO of FX Networks, Inc. from 1993 to 1996 and spent more than 12 years at Viacom’s Nickelodeon Network. She holds an Ed. M. From Harvard University and a B.A. from the College of New Rochelle.

Career Snapshot:

•  Co-chair of Disney Media Networks and President of Disney/ABC Television Group (1996-2015)

•  Chairman and CEO of FX Networks, part of the Fox Entertainment Group/21st Century Fox (1993-1996)

Other Public Company Boards

•  None

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12          LOGO


Directors not standing for election:

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REED HASTINGS

CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY, AND CHAIRMAN OF THE BOARD

DIRECTOR AND CHAIRMAN SINCE: 1997 CLASS: III (EXPIRES 2023) AGE: 60
COMMITTEES: NONE

Why this director is valuable to Netflix

Mr. Hastings, as co-founder and Co-Chief Executive Officer, deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an MSCS in Artificial Intelligence from Stanford University, and has unique management and industry insights.

Also...

Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher in Swaziland. Mr. Hastings previously served on the board of Facebook, Inc. from 2011-2019.

Career Snapshot:

•  Founder, Co-Chief Executive Officer, President and Chairman of Netflix (since 1997)

•  Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software

Other Public Company Boards

•  None

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JAY C. HOAG

LEAD INDEPENDENT DIRECTOR

DIRECTOR SINCE: 1999 CLASS: III (EXPIRES 2023) AGE: 62

COMMITTEES: NOMINATING AND GOVERNANCE (CHAIR)

Why this director is valuable to Netflix

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

Also...

Mr. Hoag has been a technology investor and venture capitalist for more than 38 years, involved in a large number of technology investments including Altiris (acquired by Symantec), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, and Sybase. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies, including TechTarget, Inc. from 2004-2016. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

Career Snapshot:

•  Founding General Partner at TCV (Technology Crossover Ventures), a venture capital firm (since 1995)

Other Public Company Boards

•  Electronic Arts

•  Peloton Interactive

•  TCV Acquisition Corp.

•  TripAdvisor

•  Zillow Group

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2021 PROXY STATEMENT          13


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MATHIAS DÖPFNER

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2018 CLASS: III (EXPIRES 2023) AGE: 58

COMMITTEES: COMPENSATION

 

Why this director is valuable to Netflix

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

 

Also...

Mr. Döpfner has extensive experience in media and digital transformation and a strong track record of increasing revenues related to digital activities. He previously served on the boards of Vodafone Group plc (2015-2018) and Time Warner Inc. (2006-2018). Additionally, his relationships and honorary offices at entities including the American Academy, the American Jewish Committee and the European Publishers Council among many others provide him with relevant insight and perspective in international media. He studied Musicology, German and Theatrical Arts in Frankfurt and Boston.

 

Career Snapshot:

•  Chairman and CEO, Axel Springer SE, Europe’s leading digital publishing house (since 2002)

•  His former roles at Axel Springer SE include editor-in-chief of Die Welt (1998-2000) and as a member of the Management Board (starting in 2000)

•  Visiting Professor in media at University of Cambridge, St. John’s College (2010)

Reed Hastings

EXECUTIVE CHAIRMAN OF THE BOARD

LOGO

 

Other Public
Company Boards

•  Warner MusicNone

DIRECTOR AND CHAIRPERSON SINCE: 1997

CLASS: III

AGE: 62

COMMITTEES:NONE

Why this director is valuable to Netflix

Mr. Hastings is the co-founder and Executive Chairman, and previously served as the co-Chief Executive Officer and President of Netflix for over 25 years. He deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an MSCS in Artificial Intelligence from Stanford University, and has unique management and industry insights.

Also...

Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher. Mr. Hastings previously served on the board of Facebook, Inc. from 2011-2019 and Microsoft Corporation from 2007-2012.

Career Snapshot:

•  Founder, co-Chief Executive Officer, President (1997-January 2023) and Chairman of Netflix (since 1997)

•  Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software

6

LOGO


 Proposal 1: Our Board of Directors  

Jay C. Hoag

LEAD INDEPENDENT DIRECTOR

LOGO

Other Public
Company Boards

•  Peloton Interactive, Inc.

•  TripAdvisor, Inc.

•  Zillow Group, Inc.

DIRECTOR SINCE: 1999

CLASS: III

AGE:64

COMMITTEES: NOMINATING AND

GOVERNANCE (CHAIR)

Why this director is valuable to Netflix

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

Also...

Mr. Hoag has been a technology investor and venture capitalist for more than 39 years, involved in numerous technology investments including Altiris (acquired by Symantec), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, Sybase, Ascend Communications (acquired by Lucent Technologies), Airbnb, Peloton, and Zillow. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag served on the board of directors of a number of other public and private companies, including TechTarget, Inc. from 2004-2016, Electronic Arts from 2011-2021, Prodege from 2014-2021, and TCV Acquisition Corp. from 2021-2022. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

Career Snapshot:

•  Founding General Partner of TCV (Technology Crossover Ventures), a venture capital firm (since 1995)

 

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Ted Sarandos

 

CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR

LOGO

Other Public Company
Boards

•  Spotify Technology S.A.

DIRECTOR SINCE: 2020

CLASS: III

AGE: 58

COMMITTEES: NONE

Why this director is valuable to Netflix

Mr. Sarandos, as co-Chief Executive Officer, has significant executive management and leadership experience and is integral to developing corporate strategy. His in-depth knowledge about Netflix and experience in the entertainment industry provide a unique business perspective to the Board.

Also...

Mr. Sarandos has been responsible for all content operations since 2000, and led the Company’s transition into original content production that began in 2013 with the launch of series such as House of Cards, Arrested Development and Orange is the New Black. With more than 20 years’ experience in home entertainment, he is recognized in the industry as an innovator in film acquisition and distribution and was named one of Time Magazine’s 100 Most Influential People of 2013. He is a Henry Crown Fellow at the Aspen Institute and is Chair of the Board of Trustees for the Academy Museum of Motion Pictures, is a trustee of the American Film Institute, and on the board of Exploring the Arts.

Career Snapshot:

•  co-Chief Executive Officer (since July 2020) and Chief Content Officer of Netflix (2000-January 2023)

•  Executive at video distributor ETD and Video City/West Coast video, a video rental retail chain

•  Producer/Executive Producer for award-winning and critically acclaimed documentaries and independent films including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends.

 

TIMOTHY HALEY2023 Proxy Statement

7


Directors not standing for election:

Richard Barton

INDEPENDENT DIRECTOR

LOGO

 

INDEPENDENT Other Public
Company Boards

•  Qurate Retail, Inc. (formerly Liberty Interactive Corporation)

•  Zillow Group, Inc.

DIRECTOR SINCE: 2002

CLASS: I (EXPIRES 2024)

AGE: 55

COMMITTEES: AUDIT

Why this director is valuable to Netflix

Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet.

 

Also...

Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 until 2018. He has served on many public company boards, including Altimeter Growth Corp. from 2020-2021 and Altimeter Growth Corp. 2 from 2021-2022. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.

Career Snapshot:

•  Co-founder and Chief Executive of Zillow-Group (2005-2011 and 2019-present)

•  Co-founder and Chairman of GlassDoor (2007-2018)

•  Founder and Chief Executive Officer of Expedia (1996-2003)

Timothy Haley

INDEPENDENT DIRECTOR

LOGO

Other Public
Company Boards

•  2U, Inc.

•  ThredUp, Inc.

•  Zuora, Inc.

DIRECTOR SINCE:1998

CLASS:II (EXPIRES 2022) 2025)

AGE:66
68

COMMITTEES:COMPENSATION (CHAIR)

 

Why this director is valuable to Netflix

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

 

Also...

Mr. Haley was President of Haley Associates, an executive recruiting firm serving the high technology industry from 1986 - 1998,-1998, and serves on the boards of several private companies. Mr. Haley holds a B.A. from Santa Clara University.

 

Career Snapshot:

•  Managing Director, Redpoint Ventures, a venture capital firm (since 1999)

•  Managing Director, Institutional Venture Partners, a venture capital firm (since 1998)

Other Public Company Boards

•  2U, Inc.

•  ThredUp

•  Zuora

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14          LOGO


LOGO8

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LESLIE KILGORE Proposal 1: Our Board of Directors  

Leslie Kilgore

INDEPENDENT DIRECTOR

LOGO

 

DIRECTOROther Public
Company Boards

•  Pinterest, Inc.

•  Nextdoor Holdings, Inc.

 

DIRECTOR SINCE:2012 (INDEPENDENT SINCE 2015)

CLASS: II (EXPIRES 2022) 2025)

AGE: 55
57

COMMITTEES:AUDIT

 

Why this director is valuable to Netflix

Ms. Kilgore’s experience as a marketing executive with internet retailers and consumer product companies provides a unique business perspective and her numerous managerial positions provide strategic and operational experience to the Board.

 

Also...

As our former Chief Marketing Officer, Ms. Kilgore deeply understands the Netflix business and is able to bring years of marketing experience to the Board. She holds an M.B.A. from the Stanford University Graduate School of Business and a B.S. from The Wharton School of Business at the University of Pennsylvania. She previously served on the boardboards of LinkedIn Corp. and Medallia, Inc. (2015-2021), and she currently serves on the boards of several other companies.

 

Career Snapshot:

•  Chief Marketing Officer of Netflix (2000-2012)

•  Director of Marketing at Amazon (1999-2000)

•  Brand manager at The Procter & Gamble Company (1992-1999)

Other Public Company Boards

•  Medallia

•  Pinterest

 

LOGO

Strive Masiyiwa

 

STRIVE MASIYIWAINDEPENDENT DIRECTOR

LOGO

 

INDEPENDENT DIRECTOROther Public
Company Boards

•  Unilever Plc

 

DIRECTOR SINCE:2020

CLASS:II (EXPIRES 2022) 2025)

AGE:60 62

COMMITTEES:NONENOMINATING AND GOVERNANCE1

 

Why this director is valuable to Netflix

As the Chairman and founder of Econet, Global, a telecommunications and technology group with operations and investments in 2947 countries in Africa, LatAm, Europe and Europe,Israel, Mr. Masiyiwa provides a unique international perspective to the Board. In addition, his experience in building businesses across Africa and the world provides the Company with valuable insight as it expands globally.

 

Also...

Mr. Masiyiwa serves on several international boards including Unilever Plc, National Geographic Society, Asia Society, and the Global Advisory boards of Bank of America, the Council on Foreign Relations (in the US), Stanford University, and the Prince of Wales Trust for Africa, and is a longstanding board member of the United States Holocaust Museum’s Committee on Conscience. A former board member of the Rockefeller Foundation for 15 years, he is Chairman Emeritus of the Alliance for a Green Revolution in Africa (AGRA) and African Union Special Envoy to the continent’s COVID response. He received a BSc in Electrical and Electronic Engineering from the University of Wales. Mr. Masiyiwa has received honorary doctorates from Morehouse College, Yale University, Nelson Mandela University and Cardiff University.

 

Career Snapshot:

•  Founder and Executive Chairman of Econet Global (1993-Present)

Other Public Company Boards

•  Unilever Plc

 

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 1 2021 PROXY STATEMENT          15

Mr. Masiyiwa was appointed to the Nominating and Governance Committee in March 2022.


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ANN MATHER2023 Proxy Statement

9


Ann Mather

INDEPENDENT DIRECTOR

LOGO

 

INDEPENDENT DIRECTOROther Public
Company Boards

•  Alphabet Inc.

•  Blend Labs, Inc.

•  Bumble Inc.

 

DIRECTOR SINCE:2010

CLASS:II (EXPIRES 2022) AGE: 612025)

AGE: 63

COMMITTEES: AUDIT (CHAIR, FINANCIAL EXPERT)

 

Why this director is valuable to Netflix

Ms. Mather’s experience as an executive with several major media companies provides a unique business perspective. As a former CFO and senior finance executive at major corporations, she brings more than 20 years of financial and accounting expertise to the Board. Additionally, Ms. Mather’s numerous managerial positions and service on public company boards provides strategic, operational and corporate governance experience.

 

Also...

Ms. Mather previously served on the board of Shutterfly, Inc., a photography and image-sharing company (2013-2019) and, Glu Mobile Inc., a publisher of mobile games (2005-2021), Airbnb, Inc., a vacation rental online marketplace company (2018-2021), and Arista Networks, Inc., a computer networking company (2013-2022). She has also been an independent trustee to the board of trustees of Dodge & Cox Funds, a mutual fund, since May 2011. She received her M.A. from Cambridge University, and is an Honorary Fellow of Sidney Sussex College Cambridge.

 

Career Snapshot:

•  Executive Vice President and CFO of Pixar (1999 - 2004)(1999-2004)

•  Executive Vice President and CFO of Village Roadshow Pictures (1999)

•  Various executive positions at The Walt Disney Company (1993-1999)

Greg Peters

CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR

LOGO

 

Other Public
Company Boards

•  Alphabet (formerly Google)DoorDash Inc.

•  Airbnb2U, Inc.

DIRECTOR SINCE: 2023

CLASS: I (EXPIRES 2024)

AGE: 52

COMMITTEES:NONE

Why this director is valuable to Netflix

Mr. Peters, as co-Chief Executive Officer, has served in roles of increasing responsibility at Netflix since 2008, including Chief Operating Officer and Chief Product Officer. Mr. Peters brings to the Board a deep understanding of the Company’s business, including its technology and worldwide operations, as well as business acumen and executive leadership experience.

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 previously served on the board of Highland Transcend Partners I Corp. from 2020-2022. He holds a degree in physics and astronomy from Yale University.

Career Snapshot:

•  co-Chief Executive Officer (since January 2023); Chief Operating Officer (July 2020-January 2023) and Chief Product Officer (2017-January 2023) and other various executive positions at Netflix

•  BumbleSenior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company

10

LOGO


 Proposal 1: Our Board of Directors  

Brad Smith

INDEPENDENT DIRECTOR

LOGO

Other Public
Company Boards

•  Arista NetworksNone

DIRECTOR SINCE: 2015

CLASS: I (EXPIRES 2024)

AGE: 64

COMMITTEES: NOMINATING AND GOVERNANCE

Why this director is valuable to Netflix

With a leading role at Microsoft, Mr. Smith brings broad business and international experience on a variety of issues, including government affairs and public policy to the Board. Mr. Smith also brings experience playing a key role in representing Microsoft externally and in leading Microsoft’s work on a number of critical issues, including privacy, security, accessibility, environmental sustainability and digital inclusion, among others, which provides additional expertise to the Board.

Also...

Mr. Smith has led a push for diversity within Microsoft’s legal division, advocating for increasing employment of diverse employees at the company and associated law firms. Mr. Smith holds a B.A. in international relations and economics from Princeton, a J.D. from Columbia University School of Law and also studied international law and economics at the Graduate Institute of International Studies in Geneva.

Career Snapshot:

•  Vice Chair and President of Microsoft (since 2021); he originally joined Microsoft in 1993

•  Associate and then Partner, Covington & Burling (1986-1993)

 

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Anne Sweeney

 

TED SARANDOSINDEPENDENT DIRECTOR

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CO-CHIEF EXECUTIVE OFFICER AND CHIEF CONTENT OFFICER OF THE COMPANYOther Public
Company Boards

•  None

 

DIRECTOR SINCE:2020 2015

CLASS:III I (EXPIRES 2023) 2024)

AGE:56 65

COMMITTEES:NONECOMPENSATION

 

Why this director is valuable to Netflix

Mr. Sarandos, as Co-Chief Executive OfficerMs. Sweeney has held various senior positions with large entertainment companies, which provided her with broad strategic and Chief Content Officer, is integral to developing corporate strategy and oversees the teams responsible for the acquisition, creation and promotion of all Netflix content including original series from around the world. His in-depth knowledge about Netflix andoperational experience. Her experience in the entertainment industry provideprovides a unique business perspective to the Board.Board as Netflix builds its global internet TV network.

 

Also...

Mr. Sarandos has been responsible for all content operations since 2000, and led the Company’s transition into original content production that began in 2013 with the launch of series such as House of Cards, Arrested Development and Orange is the New Black. WithMs. Sweeney’s entertainment experience spans more than 20 years’ experiencethree decades, including her oversight of Disney’s cable, broadcast and satellite properties globally for 18 years. During that time, she was charged with launching and running over 118 Disney Channels in home entertainment, he is recognized164 countries in 34 languages, and had oversight over various ABC properties including ABC Television Network, ABC Studios and the industry asDisney ABC Cable Networks Group. Prior to Disney, she was CEO of FX Networks, Inc. from 1993 to 1996 and spent more than 12 years at Viacom’s Nickelodeon Network. She holds an innovator in film acquisitionEd. M. From Harvard University and distribution and was named onea B.A. from the College of Time Magazine’s 100 Most Influential People of 2013. He is a Henry Crown Fellow at the Aspen Institute and serves on the board of Exploring The Arts, a nonprofit focused on arts in schools. Mr. Sarandos also serves on the Film Advisory Board for the Tribeca and Los Angeles Film Festivals, is an American Cinematheque board member, an Executive Committee Member of the Academy of Television Arts & Sciences and is a trustee of the American Film Institute.New Rochelle.

 

Career Snapshot:

•  Co-Chief Executive Officer (since July 2020)Co-chair of Disney Media Networks and Chief Content OfficerPresident of Netflix (since 2000)Disney/ABC Television Group (1996-2015)

•  Executive at video distributor ETDChairman and Video City/West Coast video, a video rental retail chain

•  Producer/Executive Producer for award-winning and critically acclaimed documentaries and independent films includingCEO of FX Networks, part of the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends.

Other Public Company Boards

•  SpotifyFox Entertainment Group/21st Century Fox (1993-1996)

 

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2023 Proxy Statement

 

11


BOARD SKILLS AND EXPERIENCE

Board Skills and Experience

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

 

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Leadership

 

  

Experience leading an enterprise scale organization, resulting in a practical understanding of organizational behavior, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Richard Barton

Mathias Döpfner

Timothy Haley

Reed Hastings

Jay Hoag

Leslie Kilgore

Strive Masiyiwa

Ann Mather

Greg Peters

Ted Sarandos

Brad Smith

Anne Sweeney

Strategy

 

Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully.

  

 

Richard Barton

 

Rodolphe Belmer

Mathias Döpfner

 

Timothy Haley

 

Reed Hastings

 

Jay Hoag

 

Leslie Kilgore

 

Strive Masiyiwa

 

Ann Mather

 

Brad Smith

Ted Sarandos

Anne Sweeney

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Strategy

Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully.

Richard Barton

Rodolphe Belmer

Mathias Döpfner

Timothy Haley

Reed Hastings

Jay Hoag

Leslie Kilgore

Strive Masiyiwa

Ann MatherGreg Peters

 

Ted Sarandos

 

Brad Smith

 

Anne Sweeney

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Finance & Accounting

 

  

Management or oversight of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.

  

 

Richard Barton

Rodolphe Belmer

 

Mathias Döpfner

 

Timothy Haley

 

Reed Hastings

 

 

 

Jay Hoag

 

Leslie Kilgore

 

Ann Mather

 

Anne Sweeney

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Entertainment & Media

 

  

 

Experience and expertise with the entertainment and media industry, resulting in a deep understanding of consumer expectations and innovations in content and delivery.

  

 

Richard Barton

 

Rodolphe Belmer

Mathias Döpfner

 

Reed Hastings

 

 

Leslie Kilgore

 

Ann Mather

 

Ted Sarandos

 

Anne Sweeney

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Demographic Diversity

 

  

 

Representation of gender, ethnic, race, geographic, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our members, partners, employees, governments, and other stakeholders worldwide.

  

 

Rodolphe Belmer

Mathias Döpfner

 

Leslie Kilgore

 

 

Strive Masiyiwa

 

Ann Mather

 

Anne Sweeney

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Global Business & Government Relations

 

  

 

Expertise in global business cultures, consumer preferences, and /or government relations gained through local experience in international markets or senior positions overseeing public policy.

  

 

Rodolphe Belmer

Mathias Döpfner

 

Strive Masiyiwa

Ann Mather

 

 

Ann MatherGreg Peters

Ted Sarandos

 

Brad Smith

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Technology

 

  

 

Experience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends, understand and manage technology related risks, generate disruptive innovation, and extend or create new business models.

  

 

Richard Barton

 

Reed Hastings

 

Jay Hoag

 

 

Strive Masiyiwa

 

Greg Peters

Brad Smith

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Marketing

 

  

 

Experience and expertise developing strategies to grow market share, package and position product offerings, build brand awareness and equity, and enhance enterprise reputation.

  

 

Richard Barton

 

Rodolphe Belmer

 

 

Leslie Kilgore

 

Ted Sarandos

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Human Capital Management

 

  

 

Experience and expertise related to human resource issues such as attracting and retaining talent, succession planning, engagement of employees, and the development and evolution of culture, including the alignment of culture and long-term strategy.

  

 

Timothy Haley

 

Reed Hastings

 

 

Greg Peters

Ted Sarandos

DIRECTOR INDEPENDENCE

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

 

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2023 Proxy Statement

 

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How We are Selected,

Elected and Evaluated

CONSIDERATION OF DIRECTOR NOMINEESConsideration of Director Nominees

Director Qualifications

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

Identifying and Evaluating Nominees for Directors

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

The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

Stockholder Nominees

The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for membership on the Board as described above under “Identifying and Evaluating Nominees for Directors.” Any stockholder nominations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name and qualifications for Board membership. In addition, they should be submitted within the time frame as specified under “Stockholder Proposals” above and mailed to: Netflix, Inc., 100 Winchester Circle,121 Albright Way, Los Gatos, California 95032, Attention: Secretary.Secretary, with a copy via email to stockholderproposals@netflix.com.

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

 

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 Proposal 1: Our Board of Directors  

specified in our bylaws. Appropriately nominated proxy access nominees or nominees who comply with both our advanced notice bylaw provisions and the SEC’s Rule 14a-19 will be included in the Company’s proxy statement and ballot.


OUR BOARD EVALUATION PROCESSOur Board Evaluation Process

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

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How We Govern

and are Governed

OUR APPROACH TO CORPORATE GOVERNANCEOur Approach to Corporate Governance

Corporate Governance Philosophy

Netflix operates in a dynamichighly competitive industry and has been in a state of constant innovation since inception. We have redefined how people watch video—video entertainment—first through DVD-by-mail, then streaming video, and now as one of the world’s leading entertainment services with approximately 208231 million memberships in over 190 countries. Our successcountries in 2022. We compete with a broad set of activities for consumers’ leisure time including linear TV, video games, and social media to name just a few—and that competition has not gone unnoticed, and we are seeing increasing competition, evenonly increased as this dynamic market continues to evolve.evolve and entertainment companies all around the world develop their own streaming offering.

Our corporate governance structure is built against this backdrop. Governance, in this context, means finding the right balance of rights and responsibilities among stockholders,shareholders, the Board, and management, and ensuring that there are appropriate checks and balances in place. With the rapid evolution of technology and the changing media landscape, we are continually adjusting our service to meet the dynamic needs and desires of our consumers. Our governance structure is built to help us to do that. Our focus is on creating long-term value for

At our 2022 annual meeting, the Netflix Board proposed and stockholders and we have been successful at that – sinceapproved significant changes to our initial public offering in 2002, annualized total stockholder return through December 31, 2020 was 40%.

Ourcorporate governance structure is unconventional.structure. We have several provisions that giveimplemented a phased-in declassification of our Board, with directors elected at this year’s annual meeting serving one-year terms and the entire Board standing for annual elections beginning in 2025 and beyond. We also eliminated supermajority voting provisions in our Amended and Restated Articles of Incorporation (the “Charter”) and our management team the freedom to be forward-thinking, such as making investments to build our own production studiosAmended and developing our own animation capabilities,Restated Bylaws (the “Bylaws”), provided shareholders with the confidence that they will be ableability to see those investments to fruition. At the same time, we have paid attention to our stockholderscall special meetings, and increased our accountability to them by adopting provisions such as proxy access.adopted a majority voting standard in uncontested director elections. We are proud of our governance structure, both because of how it has supported our success to datealso adopted a market standard director resignation policy.

Corporate Governance Practices and for being innovative, such as the way that our Board has unfettered access to management and is able to seek information directly from employees all around the enterprise.

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

We believe that with our approach to governance will continue to provide the greatest benefit to Netflix and our stockholders. We realize that elements of our structure may not fit within the standardrecent corporate governance changes, we are more aligned with standard large-cap governance structures and enhanced stockholder rights. We have the following corporate governance best practices and that some stockholders take a different view. But we believe that Netflix’s long-term value is currently best optimized with our approach to governance.stockholder rights:

 

One share, one vote: We have a single class of shares with each share entitled to one vote.

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Majority voting standard: We have a majority voting standard in uncontested director elections.

Annual director elections (fully declassified by 2025): We have phased-in the declassification of our Board with directors elected at this year’s annual meeting serving one-year terms and the entire Board standing for annual elections beginning in 2025 and beyond.

Elimination of supermajority voting: We eliminated supermajority voting provisions in our Charter and Bylaws.

Proxy Access: A group of up to 20 stockholders, owning at least 3% of shares continuously for at least three years may nominate up to two directors or 20% of the Board (whichever is greater) for inclusion in our proxy statement.

Stockholder right to call a special meeting: Stockholders holding a not less than 20% net-long position in the Company continuously for at least one year may call a special meeting.

Director Resignation Policy: Any incumbent director who fails to receive a majority of votes cast in an uncontested election must tender their resignation to the Board. The Nominating and Governance Committee would then make a recommendation to the Board about whether to accept or reject the resignation or take other action.

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Stockholder Engagement and 20202022 Stockholder Proposals

We are dedicated to engaging with our stockholders to solicit their views on a wide variety of issues, including corporate governance, environmental and social matters, executive compensation and other matters. Over the past several years, in response to stockholder feedback, and as part of our ongoing evaluation of best practices, the Board has incorporated enhancements to our disclosures and corporate governance practices as set forth below.

Responsive Actions to Feedback

2022

Declassification of the Board (fully declassified in 2025)

Elimination of Supermajority Voting Provisions

Stockholder Right to Call Special Meetings

Majority Vote Standard for Uncontested Director Elections

Compensation Program Changes

Political Activity Disclosures

•  Announced intention to make governance changes, including removal of supermajority provisions, providing stockholders the ability to call special meetings, phased-in declassification of the Board and changing the voting standard for our directors in uncontested elections

•  Adopted amendments to our Charter and Bylaws to implement the phased-in declassification of the Board (fully declassified by 2025), removal of supermajority voting provisions, addition of stockholders’ right to call a special meeting, and adoption of a majority vote standard for uncontested director elections

•  Evolved our executive compensation program in response to stockholder feedback

•  Began publishing on our Investor Relations website disclosure regarding our political activities, including our political contributions, which to date have been limited

2021

Diversity and Inclusion Reporting

•  Published our first Inclusion Report, which is published annually

•  Published our EEO-1 reports, which are published annually

2020

Sustainability Reporting

Enhanced Proxy Disclosures

•  Published our first Environmental Social Governance (“ESG”) Report using the Sustainability Accounting Standards Board (SASB) reporting framework for the “Internet & Media Services” and “Media & Entertainment” industries, which is published annually

•  Significantly enhanced readability and presentation of our proxy statement, including proxy disclosures of director qualifications and skills

2019

Proxy Access

•  Implemented proxy access bylaws with provisions and structure broadly consistent with market best practice

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2022 Shareholder Proposals

At our 20202022 annual meeting, stockholders presented threetwo proposals for a vote. One proposal requested that we lower the two-thirds supermajority requirement for amending our Charter and Bylaws to a simple majority. Following last year’s annual meeting, the Board adopted amendments to our Charter and Bylaws to eliminate all supermajority voting provisions. The second proposal requested additional disclosure around political spending and the proposal did not receivereceived majority support from stockholders. TheWe engaged with the proponent of the second proposal, requested thatBoston Common Asset Management, to receive feedback on how to improve our political activities disclosure and align on our response. In collaboration with the proponent, we lowerupdated our political activities disclosure to further describe management and Board oversight of political activities on a global basis; disclose trade associations, including international organizations, to which we have paid more than $25,000 in dues annually, and our review of trade association membership; and disclosed our approach to public policy. Boston Common acknowledged we fully implemented the two-thirds supermajority requirement for amendingproposal.

Compensation-focused Engagement following 2022 Annual Meeting

Following our charter and bylaws2022 annual meeting, we continued to a simple majority. This proposal did receive majority support from stockholders. The third proposal sought a public report regarding our equal employment opportunity policy, and received less than 1% support from stockholders.

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

We also engagedengage with stockholdersshareholders to solicit feedback on a broad rangeand conducted two rounds of topics, including these stockholder proposals. We held 10 virtual meetingsengagement—one in the fallsummer of 2020 with stockholders2022 and one in early 2023. Cumulatively, we invited shareholders, representing approximately 25%over 57% of our common stock outstanding.shares outstanding as of December 31, 2022, including some of those who did not support our 2022 Say-on-Pay vote, to participate in calls. Members of the Board, accompanied by Company representatives as appropriate,Netflix legal and investor relations teams met with 19 shareholders, representing approximately 51% of shares outstanding. Compensation committee members participated in eacha majority of these conversations. We also held numerous engagement meetings earlier in 2020,engagements, meeting with shareholders representing approximately 37% of our shares outstanding, and are scheduled to meet with shareholders representing approximately another 8% of our shares outstanding prior to our 2020annual meeting (for a total director engagement of 45% of shares outstanding). Stockholders expressed appreciation for the Board’s responsiveness in the corporate governance changes implemented following the 2022 annual meeting.

In addition to governance and compensation matters, our Our engagement discussions in 2020 centered2022 focused primarily on our approach to environmental, socialexecutive compensation program and governance (ESG) matters; diversity, equity and inclusion; ourpotential changes. In response to these discussions and feedback, the COVID-19 pandemic;Compensation Committee is evolving our executive compensation program to include a salary cap, a minimum stock option allocation with a one-year vesting period, and a performance-based cash bonus program for ourco-Chief Executive Officers and Executive Chairman. A detailed discussion of our engagement with stockholders regarding our compensation program and changes for the 2023 compensation year are included in the Compensation Discussion and Analysis section.

Additional Engagement in Early 2023

We conducted another round of engagement with shareholders, as well as major proxy advisors, in early 2023. Discussions focused on executive succession planning, the co-Chief Executive Officer leadership structure, executive compensation program changes, board refreshment, and other ESG matters. Shareholders recognized the progress and efforts made in responding to the low Say-on-Pay vote in 2022. Investors inquired about the dual CEO management structure.model and the rationale for maintaining this leadership structure following Mr. Hastings’ transition to Executive Chairman. We explained that the Board regularly discusses executive succession, and the dual CEO model was a natural evolution of the working relationship among Reed Hastings, Ted Sarandos and Greg Peters. While the dual CEO model may be unconventional, the Board believes it is appropriate for Netflix and an effective leadership structure to support Netflix’s continued growth. Investors expressed a desire to see improved disclosure on environmentalacknowledged Netflix’s unique culture and social matters, whichsupported Mr. Hastings’ continued involvement with 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-1Company, and ESG reports.none opposed the dual CEO model.

We also discussed ourthe Board’s approach to governance, including our goal of ensuring that we are best able to execute our long-term vision, which we believe is in the best interests of all stockholders. Investors understood our rationale for our governance structure, even if they disagreed with it. Whileboard succession planning and refreshment, and some investors inquired about our dual CEO modelshared their expectations around board diversity, director commitments 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.tenure.

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

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

 

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THE ROLE OF THE BOARD IN RISK OVERSIGHTThe Role of the Board in Risk Oversight

The Board’s role in our risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including overall enterprise, strategic, operational, financial and legal risks. The Board as a whole primarily deals with matters related to strategic and operational risk. The Audit Committee deals with matters of financial and legal risk, including cybersecurity risk. The Compensation Committee addresses risks related to compensationoversees the Company’s ESG efforts, which includes human capital management, inclusion, diversity, sustainability and other talent-related matters. The NominatingBoard also oversees succession planning. The Board receives regular updates from management, typically in the form of an interactive memo, where directors ask questions to management, and Governance Committee manages risks associated with Board independence and corporate governance.further discuss matters at meetings. Each of the committees oversee various ESG matters, depending on the specific issues. Committees report to the full Board regarding their respective considerations and actions. Throughout 2020, in response to the COVID-19 pandemic, management, with the support

Board

The Board as a whole oversees matters related to enterprise, strategic, operational, financial and legal risk and the Company’s ESG efforts.

Nominating and Governance
Committee

Primary committee responsible for Board structure, governance and director independence, as well as assisting the Board in overseeing ESG matters

Audit Committee

Oversees matters of financial and legal risk, including cybersecurity risk

Compensation Committee

Oversees risks related to compensation issues

Company management

The executive team, led by our co-Chief Executive Officers, supervises day-to-day risk management processes, including identifying, assessing, monitoring, managing and mitigating significant business risks. Company management reports to the Board on an annual basis, or more frequently if needed, top areas of risk.

Code of Ethics

We have adopted a Code of Ethics for our Board and Audit Committee, engaged, assessed and led our efforts to mitigate operational, employeedirectors, officers and other risksemployees. 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 to our business associated withor waivers of the pandemic.Code of Ethics will be posted at that website.

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How We are Organized

BOARD MEETINGS AND COMMITTEESBoard Meetings and Committees

The Board held fivefour meetings during 2020.2022. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees.

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

COMPENSATION COMMITTEECompensation Committee

In 2020, theThe Compensation Committee of the Board consistedconsists of four three non-employee directors: Messrs. Belmer, Döpfner and Haley (Chair), and Ms. Sweeney. Mr. HoagBelmer also served on the Compensation Committee until Mr. Döpfner’s appointment to the Compensation Committee in March 2020.he resigned on October 27, 2022. Each member of the Compensation Committee is independent in compliance with the rules of the SEC and the listing standards of the NASDAQNasdaq Stock Market as they pertain to Compensation Committee members. Each of the Compensation Committee members is also a non-employee director under Rule 16b-3 of the Exchange Act and an outside director under section 162(m) of the Internal Revenue Code of 1986, as amended.Act. The Compensation Committee reviews and approves all forms of compensation to be provided to our executive officers and directors. For a description of the role of the executive officers in recommending compensation and the role of any compensation consultants, please see the section entitled “Compensation Discussion and Analysis” below. The Compensation Committee held fourfive meetings in 2020.2022. Each member attended all the Compensation Committee meetings held during their tenure in 2020.2022, other than Mr. Döpfner who did not attend one meeting.

The Report of the Compensation Committee is included in this Proxy Statement. In addition, the Board has adopted a written charter for the Compensation Committee, which is available on our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

AUDIT COMMITTEEAudit Committee

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

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The Audit Committee engages the Company’s independent registered public accounting firm, reviews the Company’s financial controls, evaluates the scope of the annual audit, reviews audit results, consults with management and the Company’s independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of the Company’s internal accounting controls and financial affairs. The Audit Committee met seven times in 2020.2022. Each member attended at least 75%all of the Audit Committee meetings held in 2020.2022.

The Report of the Audit Committee is included in this Proxy Statement. In addition, the Board has adopted a written charter for the Audit Committee, which is available on our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

NOMINATING AND GOVERNANCE COMMITTEENominating and Governance Committee

The Nominating and Governance Committee of the Board consists of two three non-employee directors, Messrs. Hoag (Chair), Smith and Smith. Ambassador Rice served onMasiyiwa. Mr. Masiyiwa was appointed to the Nominating and Governance Committee through her resignation date, January 20, 2021.in March 2022. Each director serving

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on the Nominating and Governance Committee is independent under the listing standards of the NASDAQNasdaq Stock Market. The Nominating and Governance Committee reviews and approves candidates for election and to fill vacancies on the Board, including re-nominations of members whose terms are due to expire, and reviews and provides guidance to the Board on corporate governance matters. The Nominating and Governance Committee met two times in 2020.2022. Each member attended all the Nominating and Governance Committee meetings held during their tenure in 2020, other than Mr. Smith who did not attend one meeting.2022.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation Committee Interlocks and Insider Participation

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

In 2020,2022, the Compensation Committee consisted of Messrs. Belmer (until October 27, 2022), Döpfner, (from March 2020),and Haley, Hoag (through March 2020) and Ms. Sweeney, none of whom is currently or was formerly an officer or employee of the Company. None of Messrs. Belmer, Döpfner, Haley, or HoagHaley, or Ms. Sweeney had a relationship with the Company that required disclosure under Item 404 of Regulation S-K. In addition to Messrs. Belmer, Döpfner, Haley, and HoagHaley, and Ms. Sweeney, our Co-Chiefco-Chief Executive Officer, Reed Hastings,Officers and Chief Talent Officer participated in the executive compensation process for the year ended December 31, 20202022 as described below in the section entitled “Compensation Discussion and Analysis.”

POLICY REGARDING DIRECTOR ATTENDANCE AT THE ANNUAL MEETINGPolicy Regarding Director Attendance at the Annual Meeting

Our policy regarding directors’ attendance at the annual meetings of stockholders and their attendance record at last year’s annual meeting of stockholders can be found on our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx.

The Board’s Leadership Structure

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2021 PROXY STATEMENT          23


THE BOARD’S LEADERSHIP STRUCTURE

The Board combinesReed Hastings, the roleco-founder and former co-Chief Executive Officer and President of the Company, serves as the Executive Chairman and Chief Executive. Whileof the Board reassesses maintaining the combined role from time to time, theBoard. The Board believes that Mr. Hastings a Co-Chief Executive Officer, is best situated to serve as the Executive Chairman because hegiven his role as the founder and former Chief Executive Officer. He continues to be employed by Netflix and serves as a strategic adviser to the co-Chief Executive Officers. He is the director most familiar with our business and industry and is therefore best able to identify the strategic priorities to be discussed by the Board. The Board also believes that combining the role ofExecutive Chairman and Co-Chief Executive Officer facilitateshelps facilitate information flow between management and the Board and fosters strategic development and execution. The co-Chief Executive Officers also serve on the Board. The Board has appointed Jay Hoag as its lead independent director. As lead independent director, Mr. Hoag’s responsibilities include:

 

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

 

coordinating with the Co-Chief Executive Officers and corporate secretary to set the agenda for Board meetings, soliciting and taking into account suggestions from other members of the Board;

coordinating with the co-Chief Executive Officers and corporate secretary to set the agenda for Board meetings, soliciting and taking into account suggestions from other members of the Board;

 

chairing executive sessions of the independent directors;

 

providing feedback and perspective to the Co-Chief Executive Officers about discussions among the independent directors;

providing feedback and perspective to the co-Chief Executive Officers about discussions among the independent directors;

 

helping facilitate communication among the Co-Chief Executive Officers and the independent directors;

helping facilitate communication among the co-Chief Executive Officers and the independent directors;

 

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

 

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

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

2023 Proxy Statement

21


How to

Communicate

with Us

COMMUNICATIONS WITH THE BOARDCommunications with the Board

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

 

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How We are Paid

Since 2015, none of ourOur directors do not receive cash for services they provide as directors or members of Board committees but may be reimbursed for their reasonable expenses for attending Board and Board committee meetings. Each non-employee director receives stock options pursuant to the Director Equity Compensation Plan. The Director Equity Compensation Plan provides for a monthly grant of stock options to each non-employee director of the Company in consideration for services provided to us and subject to the terms and conditions of our equity compensation plans.

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

The actual number of options granted each month to each of our directors is determined by the following formula: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value on the date of grant. The table below sets forth information concerning the compensation of our non-employee directors during 2020.2022.

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

The following table summarizes the compensation paid to all Board members for the year ended December 31, 2022, other than Reed Hastings and Ted Sarandos whose compensation is reflected in the Summary Compensation Table:

 

Name

  

Option Awards

($)(1)

   

Total

($)

   

Option Awards

($)(1)

  

Total

($)

Richard N. Barton

   376,943        376,943(4)     436,057    436,057(2) 
 

Rodolphe Belmer(3)

   377,175        377,175(5)     357,237    357,237(4) 
 

Mathias Döpfner

   377,201        377,201(6)     436,017    436,017(5) 
 

Timothy M. Haley

   376,943        376,943(7)     436,057    436,057(6) 
 

Jay C. Hoag

   376,943        376,943(8)     436,057    436,057(7) 
 

Leslie Kilgore

   376,943        376,943(9)     436,057    436,057(8) 
 

Strive Masiyiwa(2)

   —             436,017    436,017(9) 
 

Ann Mather

   376,943        376,943(10)     436,057    436,057(10) 
 

Susan E. Rice(3)

   377,017        377,017(11) 

Bradford L. Smith

   376,943        376,943(12)     436,057    436,057(11) 
 

Anne M. Sweeney

   376,943        376,943(13)     436,057    436,057(12) 

 

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(1) 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 RiceMasiyiwa 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, 20202022 in our Form 10-K filed with the SEC on January 28, 2021.

26, 2023.

 

2023 Proxy Statement

23


Grant Date

  Fair Value

($)

1/2/20203/2022

   31,014  29,336  

2/3/20201/2022

   30,739  29,485  

3/2/20201/2022

   30,942  29,407  

4/1/20202022

   37,111  31,573  

5/1/20202/2022

   36,926  31,800  

6/1/20202022

   36,969  31,752  

7/1/20202022

   37,924  32,038  

8/3/20202/2022

   38,056  32,381  

9/1/20202022

   37,862  32,127  

10/1/20203/2022

   39,569  32,261  

11/2/20201/2022

   39,495  32,618  

12/1/20202022

   39,450  32,166  

 

(2)

Mr. Strive Masiyiwa was appointed to the Board on December 16, 2020 and did not receive a prorated grant of stock options.

(3)

Ambassador Susan Rice served on the Board through January 20, 2021.

(4)

Aggregate number of option awards outstanding held by Mr. Barton at December 31, 20202022 was 31,411.

35,545.
(5)(3)

Mr. Belmer served on the Board through October 27, 2022.
(4)Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 20202022 was 4,078.

7,797.
(6)(5)

Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 20202022 was 4,654.

8,787.
(7)(6)

Aggregate number of option awards outstanding held by Mr. Haley at December 31, 20202022 was 37,361.

41,495.
(8)(7)

Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 20202022 was 34,162.

15,907.
(9)(8)

Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 20202022 was 11,240.

15,374.
(9)Aggregate number of option awards outstanding held by Mr. Masiyiwa at December 31, 2022 was 4,133.
(10)

Aggregate number of option awards outstanding held by Ms. Mather at December 31, 20202022 was 16,401.19,726.

(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, 20202022 was 23,407.27,541.

(13)(12)

Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 20202022 was 8,240.12,374.

 

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Certain Relationships and Related

Related Transactions

AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERSAgreements 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 TRANSACTIONSProcedures 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.

 

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Proposal 2

Our Auditors

Ratification of

Appointment of

Independent Registered

Public Accounting Firm

THE BOARD UNANIMOUSLY

RECOMMENDS THAT THE

STOCKHOLDERS VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT

OF ERNST & YOUNG LLP AS

THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING

FIRM FOR THE YEAR ENDING

DECEMBER 31, 20212023 Proxy Statement

 

 

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The Audit Committee of the Board has selected Ernst & Young LLP (“Ernst & Young”EY”), an independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2021.2023. We are submitting its selection of Ernst & YoungEY for ratification by the stockholders at the Annual Meeting. A representative of Ernst & YoungEY 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 & YoungEY has served as our independent registered public accounting firm since March 21, 2012. Neither applicable law nor our bylawsBylaws require that stockholders ratify the selection of Ernst & YoungEY as our independent registered public accounting firm. However, we are submitting the selection of Ernst & YoungEY 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.EY. 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 20202022 and 2019,2021, fees for services provided by Ernst & YoungEY was as follows (in thousands):

 

  2020   2019   2022  2021    

Audit Fees

  $5,351  $4,936   $6,335   $5,800    

Audit-Related Fees

   70        245    220    

Tax Fees

   2,096   2,927    1,821    1,938    

All Other Fees

        —    

Total

  $7,517  $7,863   $8,401   $7,958    

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 & YoungEY for services rendered to us, other than the services described above, in 20202022 and 2019.2021.

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

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services provided by 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

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2021 PROXY STATEMENT          29


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 2020,2022, services provided by Ernst & YoungEY were pre-approved by the Audit Committee in accordance with this policy.

28

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 Proposal 2: Our Auditors - Ratification of Appointment of Independent Registered Public Accounting Firm  

Required Vote

The affirmative vote of the majority of the Votes Castshares present or represented by proxy at the meeting and entitled to vote on the proposal 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, 2021.2023. The vote is an advisory vote, and therefore not binding.

Netflix Recommendation

 

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The Board unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the company’sCompany’s independent registered public accounting firm for the year ending December 31, 2021.2023.

 

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2023 Proxy Statement

 

29


Report of the Audit Committee

of the Board

The Audit Committee engages and supervises the Company’s independent registered public accounting firm and oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation of financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 20202022 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments made by management and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Ernst & Young LLP (“Ernst��& Young”EY”), the Company’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality of the Company’s accounting principles and the other matters required to be discussed with the Audit Committee under the auditing standards generally accepted in the United States of America, including the matters required by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee has discussed with Ernst & YoungEY its independence from management and the Company includingand has received the written disclosures and the letter regarding itsEY’s communications with the Audit Committee concerning independence as required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence.rules.

The Audit Committee also reviewed the fees paid to Ernst & YoungEY during the year ended December 31, 20202022 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 & YoungEY were compatible with maintaining its independence.

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

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2020,2022, for filing with the Securities and Exchange Commission.

Audit Committee of the Board

Richard N. Barton

Leslie Kilgore

Ann Mather

 

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OUR COMPANY                     

EXECUTIVE OFFICERS                     

 


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Our executive officers as of April 23, 202121, 2023 are as follows:follows1:

 

Executive Officers

  

Age
  Position

Reed Hastings

  6062  Co-ChiefExecutive Officer, President, and Chairman of the Board

David Hyman

  5557  Chief Legal Officer and Secretary

Jessica Neal(1)

44Chief Talent Officer

Spencer Neumann

  5153  Chief Financial Officer

Greg Peters

  5052  Chief Operatingco-Chief Executive Officer and Chief Product Officer

Bozoma Saint John

44Chief Marketing OfficerPresident

Ted Sarandos

  5658  Co-Chiefco-Chief Executive Officer and Chief Content Officer

Rachel Whetstone

53Chief Communications OfficerPresident

For more information about Messrs. Hastings, Peters 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:

 

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David Hyman

 

DAVID HYMAN

CHIEF LEGAL OFFICER

 

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AGE:55

57

 

About:

As Chief Legal Officer, David is responsible for all legal and public policy matters for the Company. He also serves as the Company’s Secretary.

 

Also...

David practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, DC. He earned his JD and Bachelor’s degrees from the University of Virginia.

 

Career Snapshot:

•  Chief Legal Officer and Secretary of Netflix (since 2002)

 

Prior:

•  General Counsel of Webvan, an online internet retailer

 

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JESSICA NEAL

CHIEF TALENT OFFICER

AGE: 44

About:

Jessica leads the team that maintains the Company’s unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth.

Also...

Jessica is a Netflix veteran, starting at the company in 2006 when DVD was king and streaming just a dream, and has been heavily involved in improving the Netflix culture as the company grew. After roles at Coursera and Scopley, she rejoined the Netflix team in her current role. Jessica joined the JFrog board in 2020 and served as a board member for the Association of Talent Development from 2016 to 2019.

Career Snapshot:

•  Chief Talent Officer at Netflix (since 2017)

Prior:

•  Chief People Officer at Scopely, a leading player in the mobile gaming industry (2015-2017)

•  Head of Human Resources at Coursera, which provides online access to the world’s best university courses

(1)

Ms. Neal will be departing from the Company in May 2021.

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Spencer Neumann

 

SPENCER NEUMANN

CHIEF FINANCIAL OFFICER

 

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AGE:51

53

 

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 TelevisionsTelevision 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)

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GREG PETERS

CHIEF OPERATING OFFICER AND CHIEF PRODUCT OFFICER

AGE: 50

About:

As Chief Operating Officer and Chief Product Officer, Greg oversees global operations and leads the product team, which designs, builds and optimizes the Netflix experience including applications and user interfaces.

Also...

Greg previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. He holds a degree in physics and astronomy from Yale University. Greg joined the board of 2U, Inc., a global leader in education technology, in March of 2018.

Career Snapshot:

•  Chief Operating Officer (since July 2020) and Chief Product Officer of Netflix (since 2017)

Prior:

•  International Development Officer of Netflix (2015-2017)

•  Chief Streaming and Partnerships Officer of Netflix

•  Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company

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2021 PROXY STATEMENT          35


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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)

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RACHEL WHETSTONE

CHIEF COMMUNICATIONS OFFICER

AGE: 53

About:

Rachel leads our public relations globally.

Also...

Rachel has spent the last 20 years working on communications and policy issues for US companies. She also serves as a director of Udacity. Rachel is a graduate of Bristol University and spent the first half of her career working as a policy advisor for the UK Conservative Party.

Career Snapshot:

•  Chief Communications Officer at Netflix (since 2018)

Prior:

•  Vice President of Communications at Facebook, a social media and technology company (2017-2018)

•  Senior Vice President of Communications & Public Policy at Uber, a multinational ride-sharing company (2015-2017)

•  Senior Vice President of Communications & Public Policy at Google, an internet-related services and products company (2005-2015)

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

 

1

In connection with our executive management transitions in January 2023, including Reed Hastings’ transition to Executive Chairman and Greg Peters’ promotion to co-Chief Executive Officer and President alongside Ted Sarandos, the Board reviewed the roles and responsibilities of the Company’s senior management team and determined our executive officers as reflected in the list set forth above.

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32 

Proposal 3LOGO

Our Pay

Advisory Approval

of Executive Officer

Compensation

THE BOARD UNANIMOUSLY

RECOMMENDS THAT THE

STOCKHOLDERS VOTE “FOR” APPROVAL

OF OUR EXECUTIVE OFFICER

COMPENSATION DISCLOSED IN

THIS PROXY STATEMENT.

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As required by section 14A of the Securities Exchange Act (“Section 14A”), 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 nextyears and will hold an advisory vote on the frequency of the say-on-pay votes will occur at the 2023 annual meeting of stockholders.this year’s Annual Meeting.

As described in ourWe encourage stockholders to read the Compensation Discussion and Analysis we have adoptedsection of this Proxy Statement for an overview of our executive compensation philosophy and program, which is 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.

The Compensation Discussion and Analysis also describes a number of changes to the executive compensation program for our co-Chief Executive Officers and Executive Chairman for the 2023 compensation year, which were adopted in response to the 2022 say-on-pay vote and stockholder engagement. These changes include: (1) a minimum 50% allocation of their allocatable compensation to stock options, (2) a salary cap of $3 million, in the case of the co-Chief Executive Officers, (3) the introduction of an annual performance-based cash bonus program under the Company’s Amended and Restated Performance Bonus Plan and (4) stock options granted to the co-Chief Executive Officers and our Executive Chairman will be subject to a one-year vesting period. The Compensation Committee believes these changes to our compensation structure align with stockholder interests and incentivize the co-Chief Executive Officers to execute on strategies aimed at achieving long-term success, while also maintaining aspects of our compensation program that we believe have helped attract and retain top talent to support our growth. At the time of the 2022 say-on-pay vote, the Compensation Committee had already approved the design of our 2022 executive compensation program. As such, all changes to the compensation program are for 2023, and we encourage stockholders to consider these changes in reviewing the say-on-pay proposal.

Required Vote

The affirmative vote of the majority of the Votes Castshares present or represented by proxy at the meeting and entitled to vote on the proposal 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

 

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The Board unanimously recommends that the stockholders vote “FOR” approval of our executive officerNamed Executive Officer compensation disclosed in this Proxy Statement.

 

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Our Board of Directors proposes that stockholders provide advisory (non-binding) approval of the frequency of future advisory votes on compensation of our Named Executive Officers for upcoming annual meetings of stockholders. Stockholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation every one, two or three years. Stockholders may abstain by submitting a proxy card without instruction on Proposal Four or by checking the box labeled, “abstain.”

We are required by the Dodd-Frank Act to provide stockholders with a “say-on-pay” vote every one, two or three years, as determined by a separate advisory stockholder vote held at least once every six years. When stockholders last voted on the frequency of the say-on-pay vote in 2017, the Board recommended an annual vote, which the stockholders supported with approximately 91% of votes. The next stockholder vote on the frequency of the say-on-pay vote is expected to be held in 2029.

Required Vote

This matter is being submitted to enable shareholders to express a preference as to whether future advisory votes on Named Executive Officer compensation should be held every year, every two years, or every three years. The vote is an advisory vote and therefore non-binding. The provisions of our Bylaws regarding the vote required to approve a proposal are not applicable to this matter, but the option that receives the highest number of votes will be considered in determining how frequently the advisory vote on compensation of our Named Executive Officers occurs in the future.

Netflix Recommendation

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The Board unanimously recommends that the stockholders vote to hold say-on-pay votes every “ONE YEAR.”

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COMPENSATION DISCUSSION                    

AND ANALYSIS                     

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A Message from the Compensation Committee Chair


A MESSAGE FROM THE COMPENSATION COMMITTEE CHAIR

2020 presented unprecedented challenges,We thank our shareholders who met with effects of the COVID-19 pandemic felt around the world by nearly every business. Our executive officers demonstrated strong leadership in navigating the pandemic, acting quickly to implement measures to care for the health and safety of our employees, to continue providing great content for our members, and to promote the financial strength of our company for our stockholders.

In response to stockholder feedback, we aimed to more clearly explain our compensation program in our compensation disclosures last year and updated our insider trading policy to prohibit certain hedging and pledging transactions. The Board, alongside management, continued to actively engage with stockholders throughout 2020 to ensure we are addressing relevant questions and concerns, to seek input, andus to provide perspectivetheir open and candid feedback on our policies and practices. We discussed a broad spectrum of topics, including environmental, social and governance matters; diversity, equity and inclusion; and our executive compensation program. At the 2022 annual meeting, only 26.9% of voted shares approved the compensation of our Named Executive Officers, which was substantially lower than prior years and both the Board and the Compensation Committee believe is unacceptable. Following the 2022 annual meeting, we engaged with investors with a specific focus on soliciting feedback on evolving our executive compensation program to address concerns while also maintaining aspects of our compensation program that we believe have significantly contributed to our success.

Investors’ opinions about our compensation program continued to vary. We have heard fromconcerns about executives’ ability to choose between cash and stock options and the possibility of executives choosing entirely cash (a feature that has been part of the program for well over a decade, helps us better compete for talent and is consistent with our company culture of freedom and responsibility), a desire for more performance-based compensation, as well as vesting criteria for stock options. The Compensation Committee considered a number of our stockholderspotential compensation program changes and solicited feedback from investors on the proposed approaches that the enhanced disclosuresmight best address these concerns. Following these and information have been helpful to stockholdersother discussions, and resulted in a better understanding of our compensation program.

The Board andconsideration by the Compensation Committee consideredof the input fromshareholder feedback, we have introduced changes to our stockholdersexecutive compensation program for 2023, which apply to our co-Chief Executive Officers and Executive Chairman. The changes, detailed in the results of ourfollowing pages, include a salary cap, a minimum stock option allocation, an annual Say-on-Pay voteperformance-based cash bonus program, and a one-year vesting period for stock options.

We continue to strongly believe that our 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 designengage with shareholders and valueconsider their valuable feedback.

We appreciate your trust in and commitment 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 2022 Performance

Netflix is one of the world’s leading entertainment services with approximately 208231 million paid memberships in over 190 countries. We launched our streaming service in 2007, and have since added increasing amounts of content that enable consumershad a bumpy start to enjoy entertainment directly on their internet-connected screens. Our content is increasingly exclusive and curated and includes our own original programming.

We believe that Netflix remains2022 but a growth venture, even though we have been a public company for nearly 20 years.brighter finish. We added a record 37approximately 9 million paid memberships in 2020, representing an increase of 31% over the prior year2022 and achieved approximately $25$32 billion in revenue, representing 24%6% year-over-year growth. Our profitability also improved, with operating income rising 76% year over year while operating margins increased from 13% to 18%. We manage our business for the long term with a focus on stockholderdurable shareholder 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 2020,2022, we continued to invest heavily in content to great success. As noted in our investor letters, some of our big hits included newEnglish TV shows like Stranger Things Season 4, Wednesday, Monster: The Jeffrey Dahmer Story, Bridgerton Season 2 and Inventing Anna—as well as Harry & Meghan, our second most successful documentary series like Tiger King: Murder, Mayhem and Madness, The Queen’s Gambit, and Bridgerton. Season four of the critically acclaimed The Crown was its biggest season so far and new seasons of Ozark and La Casa de Papel (aka, Money Heist) continued to entertainever. We took a big step forward with our members. Originaloriginal films premieredslate delivering a wide variety of successes such quality films, including big hits like The Adam Project, The Gray Man, Purple Hearts and Glass Onion: A Knives Out Mysteryas well as The Old Guard, Extraction,Sea Beast and The Midnight Sky.Tinder Swindler, our most successful animated and documentary films, respectively. We continued to expand our local language

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content, which was not only impactful in the home country but was enjoyed around the globe. As a testament to the qualityglobe, including seven of our programming,Top 10 most popular non-English films ever—Troll (Norway), All Quiet on the Western Front (Germany), Black Crab (Sweden), Through My Window (Spain), The Takedown (France), My Name is Vendetta (Italy), and Loving Adults (Denmark); and two of our titles were nominated for 160 EmmysTop 10 most popular non-English TV shows ever—All of Us Are Dead and an industry-leading 36 Academy Award nominations within the last year. We’re also proud to lead the industry in nominations atExtraordinary Attorney Woo, both the 2021 NAACP Image Awards (53 nominations) and the GLAAD Media Awards (26 nominations).from Korea. 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 2020 SAY-ON-PAY VOTE RESULTStockholder Engagement and the 2022 Say-on-Pay Vote Result

In 2020, 61.5%At our 2022 annual meeting, 26.9% of voted shares approved the compensation of our Named Executive Officers. The Compensation Committee reviewed these voting results, recognized the importance of continuing to engage with shareholders to solicit feedback and better understand their concerns regarding our compensation program and took steps to evolve the compensation program in line with feedback received from shareholders.

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 Compensation Discussion and Analysis  

Outreach to shareholders representing approximately 57% of our shares outstanding

•  Following our 2022 annual meeting, we invited 26 shareholders, representing approximately 57% of our shares outstanding, including some who did not support our 2022 Say-on-Pay vote, to participate in calls to discuss our executive compensation program.1

•  We conducted two rounds of investor outreach—one in the summer of 2022 and one in early 2023, to ensure we fully understood shareholder feedback, concerns and perspectives.

•  Members of the Netflix legal and investor relations teams met with 19 shareholders, representing approximately 51% of shares outstanding.

•  Compensation committee members participated in a majority of these engagements, meeting with shareholders representing approximately 37% of our shares outstanding, and are scheduled to meet with shareholders representing approximately another 8% of our shares outstanding prior to our annual meeting (for a total director engagement of 45% of shares outstanding).

•  We also engaged with the proxy advisory firms, Glass Lewis and Institutional Shareholder Services.

Feedback from shareholders on our compensation program continued to vary. In particular, some shareholders expressed concerns regarding compensation magnitude, executives’ ability to choose between cash and stock options, including the ability to choose all cash compensation, the lack of traditional performance-based compensation, the use of stock options, and the lack of vesting criteria for such stock options, particularly for our co-Chief Executive Officers. Conversely, other shareholders supported and encouraged us to maintain our executive compensation program. Following our 2022 annual meeting, we discussed with shareholders potential changes to the executive compensation program. These shareholders broadly supported a minimum allocation to the stock option program, including a 50% threshold, to address the concern that compensation could be taken entirely in cash. Shareholders also supported a cap on annual salaries with a component of cash compensation to be performance-based. While shareholders varied on what vesting criteria should apply to stock options, they generally supported our move to a one-year vesting period for the options granted to our co-Chief Executive Officers and Executive Chairman.

Our Compensation Committee considered shareholders’ feedback in its deliberations regarding 2023 compensation and adopted several responsive changes to the compensation program discussed below. In evolving the executive compensation program, the Compensation Committee aimed to balance addressing shareholders’ concerns while also being mindful that other shareholders have supported and encouraged us to maintain the existing program. The Compensation Committee believes these changes to our compensation structure align with shareholder interests and incentivize the co-Chief Executive Officers to execute on strategies aimed at achieving long-term success, while also maintaining aspects of our compensation program that we believe have helped attract and retain top talent to support our growth.

We met with investors again in early 2023 to solicit feedback on our executive compensation program changes and discuss other ESG matters, including executive succession planning. Shareholders acknowledged the progress and efforts made to respond to the low Say-on-Pay vote and expressed appreciation for our responsiveness. The rationale for the executive compensation program changes was also discussed. Shareholders were largely supportive of the compensation program changes, particularly the minimum stock option allocation and the addition of performance-based compensation. Some shareholders expressed a desire for longer performance periods while others noted that one-year performance periods were appropriate. Some shareholders expressed concerns regarding compensation magnitude. Shareholders asked about the performance metrics to be used, stock ownership guidelines and consideration of using performance-based equity awards other than stock options to ensure long-term alignment with shareholders.    

The Compensation Committee greatly values the engagement with our shareholders and will continue to consider feedback in its ongoing executive compensation decisions.

Key Changes to the 2023 Compensation Program

At the time of the Say-on-Payvote in 2020,2022, the Compensation Committee had already approved the design of our 20202022 executive compensation program. As such, all changes to the compensation program are for 2023. The Compensation Committee reviewed these voting results,following compensation program changes apply to our co-Chief Executive Officers, Ted Sarandos and Greg Peters, and Executive Chairman, Reed Hastings: (1) a minimum 50% allocation of their allocatable compensation to stock options, (2) a salary cap of $3 million, in response, membersthe case of the Compensation Committeeco-Chief Executive Officers, (3) the introduction of an annual performance-based cash bonus program (the “Bonus Program”) under the Company’s Amended and management engaged with stockholders to solicit feedback regarding our compensation program.

In the fall of 2020, we invited stockholders representing approximately 47% of our shares outstanding to engage with us on a variety of issues, specifically including executive compensation. We held 10 virtual meetings in the fall of 2020 with stockholders representing approximately 25% of our commonRestated Performance Bonus Plan (the “Bonus Plan”) and (4) stock outstanding, including stockholders that did not support our 2020 vote. Members of the Board, accompanied by Company representatives as appropriate, participated in each of these conversations. We also held numerous engagement meetings earlier in 2020, prior to our 2020 annual meeting.

In addition to compensation matters, the discussions also focused on our approach to environmental, social and governance (ESG) matters; diversity, equity and inclusion; our responseoptions granted to the COVID-19 pandemic;co-Chief Executive Officers 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 expressedExecutive Chairman will be subject to 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 on our compensation program was limited, with many investors understanding and supportive of our approach to compensation. While we did not hear thematic concerns about our compensation program during our meetings, one stockholder questioned some components of our compensation program, including the ability of our executives to allocate their compensation between cash and stock options.    

Our Compensation Committee considered stockholder feedback in its deliberations regarding 2021 compensation and will continue to consider feedback in ongoing executive compensation decisions.one-year vesting period.

 

1

Percentages are based on shares outstanding as of December 31, 2022.

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 2021 PROXY STATEMENT    

2023 Proxy Statement

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The Bonus Program aims to align pay for performance, by awarding cash bonuses only upon the achievement of defined performance targets. We believe this aligns our co-Chief Executive Officers’ compensation with the Company’s financial performance and the interests of our stockholders. The Compensation Committee administers the Bonus Program, including determining the cash bonus amounts, financial performance periods, performance metrics and other criteria. The portion of the allocatable compensation not allocated to stock options and in excess of the applicable salary cap is subject to the Bonus Program. In 2023, Mr. Sarandos and Mr. Peters are participating in the Bonus Program. Mr. Hastings is not participating in the Bonus Program because, in connection with his transition to Executive Chairman, his allocatable compensation was reduced to $3 million, of which $2.5 million was allocated to stock options. Following this transition and related reduction in compensation, total allocatable compensation for Messrs. Hastings, Sarandos and Peters as a group decreased by $21 million or 21% year over year.

During the first quarter of 2023, the Compensation Committee chose FX neutral revenue and FX neutral operating margin achieved in the fiscal year ending December 31, 2023 as the financial performance metrics for the 2023 Bonus Program. The Compensation Committee set targets at levels it considered to be appropriately rigorous for the year, including requiring growth in revenue compared to the prior year. Additional information regarding 2023 executive compensation, including the 2023 Bonus Program and the specific targets they were measured against, will be included in our proxy statement for our 2024 annual shareholders’ meeting. Following the completion of the 2023 fiscal year, the Compensation Committee will certify the Company’s actual performance and determine the bonuses payable to Mr. Sarandos and Mr. Peters.

In making these changes, the Compensation Committee sought to maintain some personal choice – which it continues to believe is a differentiating feature that is core to our talent attraction and retention strategy – while also being responsive to shareholder concerns. This is achieved by allowing the executive officers continued flexibility to choose among cash salary and stock options, and in the case of the co-Chief Executive Officers, the annual performance-based cash bonus within the new parameters introduced. The Compensation Committee considered and determined that for 2023, it would maintain the compensation program for the remaining Named Executive Officers to maximize flexibility and personal choice and to remain competitive in attracting and retaining top talent. The Compensation Committee will continue to set a dollar-denominated annual compensation amount for each Named Executive Officer (“allocatable compensation”), who can then choose to allocate a portion of that compensation amount toward stock options or cash compensation.

WHAT WE HEARD FROM SHAREHOLDERS

HOW WE RESPONDED

Executives’ ability to choose between cash and stock options

Shareholders expressed concern that the executives have the ability to choose between cash and stock options and could potentially take all their compensation in cash.

Salary Cap for the co-Chief Executive Officers

For the 2023 compensation year, the co-Chief Executive Officers will have a $3 million salary cap.

Minimum Stock Option Allocation for the co-Chief Executive Officers and Executive Chairman

We will require the co-Chief Executive Officers and Executive Chairman to allocate at least 50% of their allocatable compensation to stock options.

Lack of traditional performance-based compensation

Shareholders expressed concern that there was not a performance-based component of compensation.

Performance Bonus Program

We have adopted an annual performance-based cash bonus program, in which the co-Chief Executive Officers and Executive Chairman are eligible to participate. The portion of the allocatable compensation that is not allocated to stock options and that is in excess of the applicable salary cap is required to be subject to the Bonus Program, and therefore such amounts will be at risk and subject to the achievement of objective financial metrics.

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 Compensation Discussion and Analysis  

2020 NAMED EXECUTIVE OFFICERS

WHAT WE HEARD FROM SHAREHOLDERS

HOW WE RESPONDED

Lack of vesting criteria for options

Shareholders expressed concern that stock options were immediately vested.

One-Year Vesting Period for Stock Options Granted to the co-Chief Executive Officers and Executive Chairman in 2023 and Minimum Stock Option Allocation

Beginning with the 2023 compensation year, the options granted to the co-Chief Executive Officers and Executive Chairman will be subject to a one-year vesting period.

The co-Chief Executive Officers and Executive Chairman must also allocate at least 50% of their allocatable compensation to stock options. Our option grant formula requires 40% stock price appreciation from the date of grant before an executive breaks even with the foregone cash compensation. In practice, our methodology serves as de facto vesting criteria because it requires meaningful performance improvement before it is worthwhile to exercise the options.

2022 Named Executive Officers

This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers. During 2020, these individuals were:Officers listed below, and the titles reflect the positions held by each Named Executive Officer on December 31, 2022:

 

Reed Hastings, Co-Chief Executive Officer, President, and Chairman of the Board

Reed Hastings, co-Chief Executive Officer, President, and Chairman of the Board

 

 

Ted Sarandos, Co-Chiefco-Chief Executive Officer and Chief Content Officer(1)

Greg Peters, Chief Operating Officer and Chief Product Officer

 

Spencer Neumann, Chief Financial Officer

Greg Peters, Chief Operating Officer and Chief Product Officer(1)

 

David Hyman, Chief Legal Officer

 

Rachel Whetstone, Chief Communications Officer

COMPENSATION PHILOSOPHYWe 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 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.seniority.

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. Individual compensation is linked to Company performance by virtue of the stock options we grant.

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, along with input from our shareholders, may result in refinements to the compensation program, including changes in how compensation is determined and awarded.

COMPENSATION PROGRAM OVERVIEW

2023 Proxy Statement

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2022 Compensation 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 for 2022, 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, salarySalary and stock options. Our compensation program consistsin 2022 consisted of only base salary and stock options. It iswas the same program for our executive officers as it is for the majority of our employees. We useused stock options as we believe that they correlate compensation with stockholder returns, and encourage a long-term perspective aligned with investors. Further, especially given how we’ve designed the stock option allocation portion of our program in which employees can allocate cash compensation toward stock options. options, we believe our compensation program encourages employees to take on an investor mindset. Importantly, as described below, our stock price needs to appreciate more than 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.

 

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

(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.

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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.

 

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:

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.

 

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$300 on the date of grant and the recipient allocated $2,000$1,200 per month of their allocatable compensation to stock options, the recipient would receive 10 stock options with an exercise price of $500.$300.

 

$2000

 =   

2000

 = 

10 options with an

exercise price of $500.

$500*0.40 200
                                 $1200      =   1200    = 

10 options with an

  
 $300*0.40 120 

exercise price of $300

  

The stock price would need to rise to $700$420 (40% appreciation from $500)$300) for the recipient to earn back the $2,000$1,200 of cash they traded for the options:

$700 420 - $500 $300 = $200$120 x 10 shares = $2,000$1,200

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.

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 Compensation Discussion and Analysis  

The chart below demonstrates how this options formula necessitates meaningful performance for employees to realize value by illustrating the relationship between the value of $1,200 worth of compensation if the employee elects cash (the red line), compared to 10 stock options under our program (the green line).

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In 2020,2022, each Named Executive Officer elected to allocate a portion of their cashannual compensation to our stock option program. Reed Hastings, our Co-Chiefco-Chief Executive Officer in 2022 allocated 98% of his cashannual compensation toward our stock option program, Ted Sarandos, our Co-Chiefco-Chief Executive Officer allocated 39%50% of his cashannual compensation toward our stock option program, and the average election across our Named Executive Officers was 43%48%.

 

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

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 2021 PROXY STATEMENT          43


Vested 10-year Stock Options. In 2022, we granted 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 believe this serves as de facto vesting criteria and aligns employees’ and stockholders’ interests. We do not believe that 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.run.

2023 Proxy Statement

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DETERMINING EXECUTIVE COMPENSATION MAGNITUDE


Dilution, Burn Rate and Equity Overhang

The Compensation Committee, with the assistance of its compensation consultant, 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 2020, 2021 and 2022.

  

 

  2020   2021   2022 

Gross Burn Rate(1)

   0.43   0.35   0.83

Net Burn Rate(2)

   0.43   0.35   0.83

Equity Overhang(3)

   4.22   3.96   4.47

(1)Gross 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 number of options we granted minus options canceled in each year divided by (y) our weighted average common shares outstanding for that year.

(3)Equity Overhang equals (x) the total number of our unexercised options 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 2020 and 2021. We have yet to analyze the 2022 burn rate of our peers.

Determining Executive Compensation

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)(a) reviews and considers the performance of each Named Executive Officer and (B)(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-Chiefco-Chief Executive Officers, in consultation with our Chief Talent Officer, reviews comparative data derived from publicly available market compensation information prepared by Compensia for each of the other Named Executive Officers. The Co-Chiefco-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-Chiefco-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 approvesapproved the stock option allocation amount for each Named Executive Officer.Officer for their 2022 compensation.

Our Co-Chiefco-Chief Executive Officers’ compensation is determined by the Compensation Committee outside the presence of the Co-Chiefco-Chief Executive Officers. The Compensation Committee’s decision regarding compensation for the Co-Chiefco-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-Chiefco-Chief Executive Officers in developing the business strategy for the Company, the Company’s performance against this strategy, and the Co-Chiefco-Chief Executive Officers’ ability to attract and retain senior management. In establishing each Co-Chiefco-Chief Executive Officer’s compensation, the Compensation Committee is also mindful of the results of the Say-on-Pay vote for the prior year.year and any input received from shareholders.

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 Compensation Discussion and Analysis  

Compensation for any given year is generally established at the end of the prior year. The 20202022 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.2021.

Role of the compensation consultant

In determining compensation for 2020,2022, the Compensation Committee retained Compensia, Inc. (“Compensia”) a national compensation consulting firm, as its independent compensation consultant to advise on executive and director compensation matters. Compensia provided various services to the Compensation Committee during 2022, 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 analysis of potential executive compensation program changes for 2023; the review and analysis of our non-employee director compensation; advice on our equity plans and support on other ad hoc matters. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing standards, and concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

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Peer group and benchmarking

The Compensation Committee works with Compensia in determining an appropriate peer group of companies each year. InAfter review of the criteria used to evaluate current and potential peer companies, no changes from 2019, Microsoft and Lions Gate Entertainment were removed for size (too large and too small, respectively) and Facebook was added consistent with Netflix’s continued growth,made to better align Netflix with the median revenue and market capitalization of the peer group and to continue to prioritize media and consumer-facing companies. Twenty-first Century Fox was removed due to its acquisition by Walt Disney.from 2021. We retained Warner Bros. Discovery following Discovery, Inc.’s combination with AT&T’s WarnerMedia business. The compensation peer group for 20202022 was composed of the following companies:

20202022 Netflix Peer Group

 

  

Activision Blizzard, Inc.

  FacebookOracle Corporation

Adobe, SystemsInc.

  IntuitPayPal Holdings, Inc.

AT&T Inc.

Paramount Global

Booking Holdings Inc.

  Oracle

CBS

PayPal HoldingsSalesforce, Inc.

Charter Communications, Inc.

  salesforce.comSirius XM Holdings, Inc.

Comcast Corporation

  Sirius XM Holdings

Discovery Communications

ViacomTesla, Inc.

DISH Network Corporation

  VMWare

eBay

The Walt Disney Company

Electronic Arts Inc.

  Verizon Communications Inc.

Mastercard Incorporated

Visa Inc.

Meta Platforms, Inc.

Warner Bros. Discovery

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 useFor 2022 compensation, we used 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.package than those with whom we compete for talent.

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45


Cash Compensation

As described above, our 2022 compensation program offersoffered 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.

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2021 PROXY STATEMENT          45


Stock Options

We believe that equity ownership, including stock and stock options, helps align the interest of our Named Executive Officers with those of our stockholders and links executive compensation to long-term companyCompany 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 grantsGranting options 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 aregranted in 2022 were vested upon grant and can be exercisedare exercisable 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 2020,2022, 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.us on the same basis as other employees. 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 hertheir compensation to the 401(k) fund, subject to limitations under applicable law. Messrs. Neumann, Sarandos, and Hyman all participated in this program in 20202022 and therefore we matched their 401(k) contributions as shown in the compensation tables of this Proxy Statement.

We also maintain a group term life insurance policy for all full-time employees, including our Named Executive Officers. We permit our Named Executive Officers and their family members and guests to use our corporate aircraft for personal use and consider amounts related to such travel to be a perquisite. Additionally, our Named Executive Officers are permitted to use a company-provided car service under certain circumstances. We also pay for residential security measures and services for certain Named Executive Officers when deemed necessary. All of these perquisites are reflected in the “All Other Compensation” column of the Summary Compensation Table.

Executive Compensation Allocations for 2022

LOGOCompensation for a given year is generally established at the end of the prior year. As such, 2022 compensation for our Named Executive Officers was determined at the end of 2021. Throughout 2021, the Named Executive Officers executed on our long-term strategy, adding 18 million paid memberships in 2021 and achieving approximately $30 billion in revenue, representing

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 Compensation Discussion and Analysis  

19% year-over-year growth from 2020. Our profitability also improved in 2021, with operating income rising 35% year-over-year while operating margins increased from 18% to 21% compared to 2020. We also invested heavily in content with great success. Some of the biggest hits in 2021 included new series like Squid Game, Maid and Lupin, and returning shows such as The Witcher, You, La Casa de Papel (aka Money Heist), and Sex Education, as well as films like Red Notice and Don’t Look Up. In 2021, we also added mobile games to our service.


EXECUTIVE COMPENSATION IN 2020

Each year,In 2022, we allowpermitted 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 2020,2022, the following elections were made by our Named Executive Officers:

 

Named Executive Officer(1)

 

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

Ted Sarandos, co-Chief Executive Officer and Chief Content Officer

    40,000,000    50.0    50.0

Greg Peters, Chief Operating Officer and Chief Product Officer

    24,000,000    33.3    66.7

Spencer Neumann, Chief Financial Officer

  11,000,000  45.0  55.0    14,000,000    50.0    50.0

Greg Peters, Chief Operating Officer and Chief Product Officer

  18,000,000  33.3  66.7

David Hyman, Chief Legal Officer

  9,000,000  38.9  61.1    11,000,000    45.5    54.5

Rachel Whetstone, Chief Communications Officer

  5,000,000  4.0  96.0    6,500,000    15.4    84.6

 

(1)

Excludes

Titles reflect the minimum annual stock option allowance.

positions held by each Named Executive Officer on December 31, 2022.

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”).

TheIn determining the compensation of our Named Executive Officers for 2020 was determined in 2019, prior to the global onset of the COVID-19 pandemic. In determining compensation for our Named Executive Officers for 2020,2022, in consultation with Compensia, the Compensation Committee considered the philosophy described above, including comparativethe top of personal market data. In addition, thecompensation approach. The following factors were considered for each Named Executive Officer:

 

for Mr. Hastings, the Compensation Committee considered his accomplishments in continuing to develop and evolve the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management, and increased his allocatable compensation from $30,000,000 to $33,000,000 for 2020.

for Mr. Hastings, the Compensation Committee acknowledged 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. In consideration of Mr. Hastings’ increasing delegation of management to Messrs. Sarandos and Peters, and the scope of responsibilities and duties for Messrs. Sarandos and Peters, the Compensation Committee kept Mr. Hastings’ allocatable compensation flat at $34,650,000 for 2022.

 

 

for Mr. Sarandos, consideration was given to his role as co-Chief Executive Officer, in addition to his role as Chief Content Officer, and that the Compensation Committee did not increase his allocatable compensation upon his appointment as co-Chief Executive Officer in 2020 or in 2021. The Compensation Committee also considered competitive market compensation paid by other similarly-situated companies, 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$34,650,000 to $33,000,000$40,000,000 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.2022.

 

for Mr. Peters, consideration was given to his role as Chief Operating Officer, in addition to his role as Chief Product Officer, and that the Compensation Committee did not increase his allocatable compensation upon his appointment in 2020 as Chief Operating Officer or in 2021. The Compensation Committee also considered his performance in developing and deploying our increasingly complex engineering systems to support our continued expansion and languages, new entertainment offerings such as games, and new product offerings to enhance user experience, as well as the continued market demand for engineering talent. His allocatable compensation was increased from $18,900,000 to $24,000,000 for 2022.

for Mr. Neumann, consideration was given to competitive market compensation paid by other similarly-situated companies and that the Compensation Committee did not increase his compensation in 2021. The Compensation Committee also considered

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47


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.introduced games and made a number of acquisitions. Mr. Neumann’s allocatable compensation was increased from $9,524,000$11,550,000 to $11,000,000$14,000,000 for 2020.2022.

 

LOGOfor Mr. Hyman, consideration was given to competitive market compensation paid by other similarly-situated companies and that the Compensation Committee did not increase his compensation in 2021. The Compensation Committee also considered his performance in managing and developing a global legal and public policy function. His allocatable compensation was increased from $9,450,000 to $11,000,000 for 2022.

2021 PROXY STATEMENT          47


for Mr. Peters, consideration was given to his performance in developing and deploying our increasingly complex engineering systems to support our continued expansion into new jurisdictions and languages and new product offerings to enhance user experience, as well as the continued market demand for engineering talent. His allocatable compensation was increased from $16,000,000 to $18,000,000 for 2020. Mr. Peters’ allocatable compensation was not increased when he was promoted to Chief Operating Officer in July 2020 and he also continues to retain his role as Chief Product Officer.

 

for Mr. Hyman, consideration was given to his performance in managing and developing a global legal and public policy function, and his allocatable compensation was increased from $7,000,000 to $9,000,000 for 2020.

for Ms. Whetstone, consideration was given to competitive market compensation paid by other similarly-situated companies and that the Compensation Committee did not increase her compensation in 2021. The Compensation Committee also considered her deep knowledge and international experience in leading global communications. Her allocatable compensation was increased from $5,250,000 to $6,500,000 for 2022.

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,underperformers, demotion, a reduction in compensation or termination.

After considering the above, in 2020,In 2022, 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(1)

2020

Total Annual

Stock Option

Allocation,
with

1/12 granted

monthly

($)(1)

2020 Annual

Cash Salary

($)

  

2022

Total Annual

Stock Option

Allocation, with

1/12 granted

monthly

($)(2)

   

2022 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

Ted Sarandos, co-Chief Executive Officer and Chief Content Officer

   20,000,000      20,000,000 

Greg Peters, Chief Operating Officer and Chief Product Officer

   8,000,000      16,000,000 

Spencer Neumann, Chief Financial Officer

 5,500,000 6,050,000   7,000,000      7,000,000 

Greg Peters, Chief Operating Officer and Chief Product Officer

 6,900,000 12,000,000

David Hyman, Chief Legal Officer

 3,950,000 5,500,000   5,000,000      6,000,000 

Rachel Whetstone, Chief Communications Officer

 450,000 4,800,000   1,000,000      5,500,000 

 

(1)Titles reflect the positions held by each Named Executive Officer on December 31, 2022.

(2)The dollar amounts set forth in this column are different than the amounts in the “Option Awards” column of the Summary Compensation Table becauseTable. The difference arises as the amounts in this column are reflective of the total compensation amount attributable to stock option grants, rather thanallocation in the accounting valuation whichtable above is reflectedthe amount used to determine the number of options granted, whereas the dollar values of stock option grants in the Summary Compensation Table. IncludesTable reflects their grant date fair value under generally accepted accounting principles in the annual stock option allowance of 5% of allocatable compensation.

U.S.

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 2020,2022, 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).

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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 generally accepted accounting principles in the accounting rules.U.S.

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 Compensation Discussion and Analysis  

Named Executive Officer Compensation for 20212023

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 20212023 was determined in consultation with Compensia. For the fiscal year ending December 31, 2021,2023, the compensation components for our Named Executive Officers serving in 20212022 are being allocated as follows, based on the methods described above. BeginningIn January 2023, Reed Hastings transitioned from co-Chief Executive Officer to Executive Chairman, and Greg Peters was promoted to co-Chief Executive Officer and President. The Compensation Committee adjusted Reed Hastings’ and Greg Peters’ compensation in 2021, in an effort to maximize flexibility and personal choiceconnection with these executive transitions, as reflected below. Allocatable compensation for our employees,other Named Executive Officers remained flat as compared to 2022. As discussed above, we have adopted 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 addedfollowing changes to the employees’ total2023 compensation program for the co-Chief Executive Officers and Executive Chairman: (1) a minimum 50% allocation of the officer’s allocatable compensation.compensation to stock options, (2) a salary cap of $3 million in the case of the co-Chief Executive Officers, (3) a portion of allocatable compensation not allocated to stock options and in excess of the applicable salary cap will be subject to the Bonus Program with the estimated target bonus levels indicated below, and (4) the stock options will be subject to a one-year vesting period.

 

Name and Position(1)

 

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
(%)
  

2023

Annual Stock

Option
Allocation

($)

  2023 Annual Stock
Option Allocation
as percentage of
Allocatable
Compensation (%)
  

2023

Annual
Salary

($)

  2023 Annual
Salary as
Percentage of
Allocatable
Compensation
(%)
  

2023

Estimated
Target

Bonus

($)

  

2023
Estimated
Target

Bonus
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, Executive Chairman of the Board(2)

    2,500,000    83.3    500,000    16.7        

Ted Sarandos, Co-Chief Executive Officer and Chief Content Officer

  14,650,000  42.3  20,000,000  57.7

Ted Sarandos, co-Chief Executive Officer and President

    20,000,000    50.0    3,000,000    7.5    17,000,000    42.5

Greg Peters, co-Chief Executive Officer and President(3)

    17,325,000    50.0    3,000,000    8.7    14,325,000    41.3

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

David Hyman, Chief Legal Officer

  4,725,000  50.0  4,725,000  50.0    7,000,000    63.6    4,000,000    36.4        

Rachel Whetstone, Chief Communications Officer

  500,000  9.5  4,750,000  90.5    800,000    12.3    5,700,000    87.7        

TERMINATION-BASED COMPENSATION AND CHANGE IN CONTROL RETENTION INCENTIVES

(1)Titles reflect the positions held as of April 21, 2023.

(2)The Compensation Committed adjusted Mr. Hastings’ compensation upon his transition from co-Chief Executive Officer to Executive Chairman on January 13, 2023 from $34,650,000 in allocatable compensation, of which $34,000,000 was allocated to stock options and $650,000 was allocated to cash salary to $3,000,000 in allocable compensation, which was allocated as set forth above.

(3)The Compensation Committee adjusted Mr. Peters’ compensation upon his promotion to co-Chief Executive Officer on January 13, 2023 from $24,000,000 in allocatable compensation, of which $12,000,000 was allocated to stock options, $1,500,000 to cash salary and $10,500,000 to the estimated target bonus, to $34,650,000 million in allocatable compensation, which was allocated as set forth above.

Termination-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 signsthey sign 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 2022, the severance benefit consisted of a lump sum cash payment equal to nine12 months of allocatable compensation, or, for newly hirednewly-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 nine12 months of allocatable compensation. In orderThe Severance Plan also provides discretion to remain competitive in attracting top talent, the severance benefit was increased in April 2021 such that newly hired Covered Executives are eligibleplan administrator to receiveprovide a severance benefit of up to 36that is different than the standard 12 months of allocatable compensation, which is reduced by an amount equal to one month of allocatable compensation for eachso long as

 

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 2021 PROXY STATEMENT    

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49


month of tenure at

the Company for the first 27 months of continuous employment following hire by the Company, such that the minimum benefit for such newly hired Covered Executives is the cash equivalent of nine months of allocatable compensation.no less than 12 months. The right to receive a severance benefit terminates upon a change in control transaction, so that the Covered Executives under the Severance Plan are not entitled to both a change in control benefit as well as a severance benefit.

In lieu of the severance benefit described above, the Severance Plan provides that eligible 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 planbenefit 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 planbenefit because we believe that double trigger plans,benefits, 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, createcreates 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 and retain their service with 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-Q filed on April 22, 2021.21, 2023.

TAX CONSIDERATIONSThe Bonus Plan provides for a prorated bonus in the event of an involuntary termination (other than for cause) based on the number of calendar days a participant was actively employed during a given performance period. Each of the terms “cause,” “participant” and “performance period” are defined in the Bonus Plan, a copy of which is attached as Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2022.

Tax Considerations

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) was among the provisions that were amended pursuant to The Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. The prior version of Section 162(m) generally disallowed a tax deduction for compensation that we paid to our Chief Executive Officer or any of the next three most highly compensated executive officers (excluding the Chief Financial Officer) to the extent that the compensation for any such individual exceeded $1 million in any taxable year. However, this deduction limitation did not apply to compensation that was “performance-based” under Section 162(m). The Tax Act amended Section 162(m) to eliminate the exception for performance-based compensation. As a result, effective for our 2018 fiscal year and thereafter, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer covered by Section 162(m) is $1 million per officer, subject to a transition rule that is described below.

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The Tax Act also expanded the individuals covered by Section 162(m) to include our, which now includes the Chief Executive Officer, Chief Financial Officer, the three most highly compensated officers and certain of ourany former officers.covered employee for any taxable year beginning after December 31, 2016. 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 2020,2022, 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,Additionally, cash payments made under the Internal Revenue Service published finalBonus Plan to individuals covered by Section 162(m) regulationswill not be deductible by us to the extent that generally implement amendments made to Section 162(m) by the Tax Act.total compensation for each such individual exceeds $1 million in the applicable year.

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, to maintain the flexibility to provide compensation programs for our Named Executive Officers that will best incentivize them to achieve our key business objectives, the Compensation Committee reserves the right to pay compensation that is not tax deductible.

PROHIBITION ON HEDGING

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 Compensation Discussion and Analysis  

Prohibition 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.

CLAWBACK OF PERFORMANCE-BASED AWARDSClawback of Performance-Based Awards

While we do not currently use performance-based awards, theThe 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. Further the Amended and Restated Performance Bonus Plan provides that awards may be subject to recoupment policies of the Company, as applicable.

COMPENSATION RISKOn October 26, 2022, the SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act. The Company intends to review and revise its current recoupment policies and/or adopt a new recoupment policy, to comply with the new requirements, once the Nasdaq listing standards become effective.

Compensation Risk

Our compensation policies for non-executive salaried employees are generally the same as those outlined for our Named Executive Officers. Given the design of our compensation structure, as detailed in the foregoing Compensation Discussion and Analysis, we do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

CODE OF ETHICS

We have adopted a Code of Ethics for our directors, officers and other employees. A copy of the Code of Ethics is available on our Investor Relations website at https://ir.netflix.net/governance/governance-docs/default.aspx. Any waivers of the Code of Ethics will be posted at that website.

 

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 2021 PROXY STATEMENT    

2023 Proxy Statement

 

51


Compensation Committee

Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2022.

Compensation Committee of the Board

Rodolphe Belmer

Mathias Döpfner

Timothy M. Haley

Anne Sweeney

 

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52     LOGO

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COMPENSATION OF EXECUTIVE                    

OFFICERS AND OTHER MATTERS                    

 


SUMMARY COMPENSATION TABLELOGO


Summary Compensation Table

The following Summary Compensation Table sets forth information concerning the compensation paid to our Named Executive Officers in 2020, 20192022, 2021, and 2018, other than Mr. Neumann who joined the Company in 2019 and Ms. Whetstone who was not a Named Executive Officer in 2018 or 2019.2020. 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(1)

  Year   

Salary

($)

   

Option Awards

($)(2)

   

All Other

Compensation

($)(3)

 

Total

($)

 

REED HASTINGS

co-Chief Executive Officer, President, and
Chairperson of the Board

  

 

2022

 

  

 

650,000

 

  

 

49,408,182   

 

  

1,015,055(4)

 

 

51,073,237

 

  

 

2021

 

  

 

650,000

 

  

 

39,731,118   

 

  

   442,607(4)

 

 

40,823,725

 

  

 

2020

 

  

 

650,000

 

  

 

42,428,87   

 

  

   147,146(4)

 

 

43,226,024

 

TED SARANDOS

co-Chief Executive Officer and

Chief Content Officer

  

 

2022

 

  

 

20,000,000

 

  

 

28,512,519   

 

  

1,786,777(5)

 

 

50,299,296

 

  

 

2021

 

  

 

20,000,000

 

  

 

17,119,501   

 

  

1,112,663(6)

 

 

38,232,164

 

  

 

2020

 

  

 

20,000,000

 

  

 

18,304,124   

 

  

1,014,127(7)

 

 

39,318,251

 

GREG PETERS

Chief Operating Officer and

Chief Product Officer

  

 

2022

 

  

 

16,000,000

 

  

 

11,512,000   

 

  

   617,263(8)

 

 

28,129,263

 

  

 

2021

 

  

 

12,000,000

 

  

 

8,063,284   

 

  

   308,109(9)

 

 

20,371,393

 

  

 

2020

 

  

 

12,000,000

 

  

 

8,664,337   

 

  

   141,658(10)

 

 

20,805,995

 

 

SPENCER NEUMANN

Chief Financial Officer

  

 

2022

 

  

 

7,000,000

 

  

 

10,022,952   

 

  

     38,537(11)

 

 

17,061,489

 

  

 

2021

 

  

 

6,000,000

 

  

 

6,480,431   

 

  

     30,265(12)

 

 

12,510,696

 

  

 

2020

 

  

 

6,050,000

 

  

 

6,865,017   

 

  

     24,134(13)

 

 

12,939,151

 

 

DAVID HYMAN

Chief Legal Officer

  

 

2022

 

  

 

6,000,000

 

  

 

7,237,681   

 

  

     12,971(14)

 

 

13,250,652

 

  

 

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

 

 

RACHEL WHETSTONE

Chief Communications Officer

  

 

2022

 

  

 

5,500,000

 

  

 

1,401,707   

 

  

       2,799(17)

 

 

6,904,506

 

  

 

2021

 

  

 

4,750,000

 

  

 

579,116   

 

  

          302(18)

 

 

5,329,418

 

  

 

2020

 

  

 

4,800,000

 

  

 

555,929   

 

  

          170(18)

 

 

5,356,099

 

 

(1)Titles reflect the positions held by each Named Executive Officer on December 31, 2022.

(2)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, 20202022 in our Form 10-K filed with the SEC on January 28, 2021.

26, 2023.

(2)(3)

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, engine maintenance programs, landing and handling fees, and crew and cateringtravel costs, as well as other variable costs. Fixed costs, which do not change based on usage, are excluded.

(3)(4)

Includes $147,146$1,014,843, $442,607, and $465,637$147,146 for personal use of company aircraft in 2022, 2021, and 2020, and 2019, respectively.

respectively, as well as $212 for car services in 2022.

(4)(5)

Includes $11,400$12,200 representing our matching contribution made under our 401(k) plan, $7,639$11,299 for car services, $336,148 for personal use of company aircraft, and $995,088$1,427,129 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)(6)

Includes $9,800$11,600 representing our matching contribution made under our 401(k) plan, $74,282$16,353 for car services, $192,137 for personal use of company aircraft, and $14,415 for car services.

$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.

(6)(7)

Includes $8,250$11,400 representing our matching contribution made under our 401(k) plan, $19,599$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.

(8)Includes $510,375 for personal use of company aircraft, $1,579 for car services, and $49,864 in tax penalties arising from Mr. Peters’ prior expatriate assignment and $55,445 in related tax gross-up.

(9)Includes $308,109 for personal use of company aircraft.

(10)

Includes $140,394 for personal use of company aircraft and $4,402$1,264 for commuting expenses.

(7)(11)

Includes $12,200 representing our matching contribution made under our 401(k) plan, $ 6,563 for personal use of company aircraft and $19,774 for car services.

54

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 Compensation of Named Executive Officers and Other Matters  

(12)

Includes $11,600 representing our matching contribution made under our 401(k) plan, $8,305 for personal use of company aircraft and $10,359 for car services.

(13)

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)(14)

Amount reflects the prorated payment of Mr. Neumann’s salary based on his employment start date of January 7, 2019.

(9)

Amount represents a one-time cash payment Mr. Neumann received upon joining the Company, which served as an inducement for him to join the Company.

(10)

Includes $6,731$12,200 representing our matching contribution made under our 401(k) plan and $22,277$771 for commuting expenses.

(15)

Includes $11,600 representing our matching contribution made under our 401(k) plan and $142 for car services.

(11)(16)

Includes $140,394 for personal use of company aircraft and $1,264 for commuting expenses.

(12)

Includes $340,471 for personal use of company aircraft and $505 for commuting expenses.

(13)

Includes $829,025 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $3,662 for commuting expenses.

(14)

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$2,799 for tax preparation, $4,118 for commuting expenses, and $151 for car services.personal use of company aircraft.

(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.

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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 2020.2022. 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 type of 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 the “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    1/3/2022    11,858    597.37    3,502,445
 2/3/2020 19,786 358.00 3,333,636
 3/2/2020 18,589 381.05 3,333,192
 4/1/2020 19,455 364.08 3,592,105
 5/1/2020 17,057 415.27 3,592,148
 6/1/2020 16,631 425.92 3,592,258
 7/1/2020 14,585 485.64 3,650,607    2/1/2022    15,495    457.13    3,502,255
    3/1/2022    18,340    386.24    3,502,895
 8/3/2020 14,206 498.62 3,650,780    4/1/2022    18,966    373.47    4,189,532
    5/2/2022    35,513    199.46    4,189,646
 9/1/2020 12,727 556.55 3,650,685    6/1/2022    36,718    192.91    4,189,556
    7/1/2022    39,363    179.95    4,302,037
 10/1/2020 13,428 527.51 3,671,163    8/1/2022    31,313    226.21    4,302,002
    9/1/2022    30,792    230.04    4,302,051
 11/2/2020 14,632 484.12 3,671,286    10/3/2022    29,632    239.04    4,475,246
    11/1/2022    24,702    286.75    4,475,286
 12/1/2020 14,038 504.58 3,671,105    12/1/2022    22,348    316.95    4,475,224

Ted Sarandos

 1/2/2020 8,527 329.81 1,323,540    1/3/2022    5,109    597.37    1,509,022
    2/1/2022    9,115    457.13    2,060,216
 2/3/2020 8,525 358.00 1,436,331    3/1/2022    10,788    386.24    2,060,482
    4/1/2022    11,157    373.47    2,464,547
 3/2/2020 8,010 381.05 1,436,272    5/2/2022    20,890    199.46    2,464,497
    6/1/2022    21,599    192.91    2,464,465
 4/1/2020 8,383 364.08 1,547,809    7/1/2022    23,155    179.95    2,530,642
    8/1/2022    18,419    226.21    2,530,532
 5/1/2020 7,350 415.27 1,547,886    9/1/2022    18,113    230.04    2,530,627
    10/3/2022    17,431    239.04    2,632,560
 6/1/2020 7,166 425.92 1,547,840    11/1/2022    14,530    286.75    2,632,414
    12/1/2022    13,146    316.95    2,632,508
 7/1/2020 6,284 485.64 1,572,877
 8/3/2020 6,121 498.62 1,573,027
 9/1/2020 5,484 556.55 1,573,062
 10/1/2020 5,786 527.51 1,581,870
 11/2/2020 6,304 484.12 1,581,724
 12/1/2020 6,049 504.58 1,581,886

Spencer Neumann

 1/2/2020 3,158 329.81 490,177
 2/3/2020 3,201 358.00 539,319
 3/2/2020 3,007 381.05 539,185
 4/1/2020 3,147 364.08 581,051
 5/1/2020 2,759 415.27 581,036
 6/1/2020 2,690 425.92 581,034
 7/1/2020 2,360 485.64 590,705
 8/3/2020 2,298 498.62 590,560
 9/1/2020 2,058 556.55 590,328
 10/1/2020 2,173 527.51 594,090
 11/2/2020 2,367 484.12 593,899
 12/1/2020 2,270 504.58 593,632

 

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 2021 PROXY STATEMENT    

2023 Proxy Statement

 

55


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

 

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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

    1/3/2022    2,406    597.37    710,649
    2/1/2022    3,646    457.13    824,086
    3/1/2022    4,315    386.24    824,154
    4/1/2022    4,463    373.47    985,863
    5/2/2022    8,356    199.46    985,799
    6/1/2022    8,640    192.91    985,831
    7/1/2022    9,262    179.95    1,012,256
    8/1/2022    7,367    226.21    1,012,130
    9/1/2022    7,245    230.04    1,012,222
    10/3/2022    6,973    239.04    1,053,114
    11/1/2022    5,812    286.75    1,052,965
    12/1/2022    5,258    316.95    1,052,923

Spencer Neumann

    1/3/2022    1,936    597.37    571,827
    2/1/2022    3,190    457.13    721,019
    3/1/2022    3,776    386.24    721,206
    4/1/2022    3,904    373.47    862,381
    5/2/2022    7,313    199.46    862,751
    6/1/2022    7,559    192.91    862,488
    7/1/2022    8,104    179.95    885,697
    8/1/2022    6,447    226.21    885,734
    9/1/2022    6,340    230.04    885,782
    10/3/2022    6,100    239.04    921,267
    11/1/2022    5,086    286.75    921,435
    12/1/2022    4,601    316.95    921,358

David Hyman

    1/3/2022    1,648    597.37    486,762
    2/1/2022    2,279    457.13    515,110
    3/1/2022    2,697    386.24    515,120
    4/1/2022    2,789    373.47    616,081
    5/2/2022    5,222    199.46    616,065
    6/1/2022    5,400    192.91    616,144
    7/1/2022    5,789    179.95    632,687
    8/1/2022    4,605    226.21    632,667
    9/1/2022    4,528    230.04    632,621
    10/3/2022    4,358    239.04    658,177
    11/1/2022    3,632    286.75    658,013
    12/1/2022    3,287    316.95    658,227

Rachel Whetstone

    1/3/2022    174    597.37    51,393
    2/1/2022    456    457.13    103,067
    3/1/2022    539    386.24    102,947

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 Compensation of Named Executive Officers and Other Matters  

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 (continued)

    4/1/2022    558    373.47    123,260
    5/2/2022    1,045    199.46    123,283
    6/1/2022    1,080    192.91    123,228
    7/1/2022    1,158    179.95    126,559
    8/1/2022    921    226.21    126,533
    9/1/2022    905    230.04    126,440
    10/3/2022    872    239.04    131,695
    11/1/2022    726    286.75    131,530
     12/1/2022    658    316.95    131,765


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOutstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2020.2022. 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    22,348    316.95    12/01/2032
    24,702    286.75    11/01/2032
 38,388 16.28 4/2/2022    29,632    239.04    10/03/2032
    30,792    230.04    09/01/2032
 53,774 11.62 5/1/2022    31,313    226.21    08/01/2032
    39,363    179.95    07/01/2032
 69,503 8.99 6/1/2022    36,718    192.91    06/01/2032
    35,513    199.46    05/02/2032
 64,477 9.69 7/2/2022    18,966    373.47    04/01/2032
    18,340    386.24    03/01/2032
 80,276 7.79 8/1/2022    15,495    457.13    02/01/2032
    11,858    597.37    01/03/2032
 78,225 7.99 9/4/2022    11,466    617.77    12/01/2031
    10,398    681.17    11/01/2031
 78,057 8.01 10/1/2022    11,553    613.15    10/01/2031
    12,169    582.07    09/01/2031
 56,315 11.10 11/1/2022    13,750    515.15    08/02/2031
    13,276    533.54    07/01/2031
 57,561 10.86 12/3/2022    14,193    499.08    06/01/2031
    13,913    509.11    05/03/2031
 47,551 13.14 1/2/2023    13,131    539.42    04/01/2031
 35,399 23.54 2/1/2023
 30,807 27.05 3/1/2023
 31,976 26.06 4/1/2023
 27,398 30.42 5/1/2023
 26,278 31.71 6/3/2023
 26,012 32.04 7/1/2023
 23,415 35.59 8/1/2023
 20,188 41.29 9/3/2023
 17,969 46.37 10/1/2023
 17,717 47.04 11/1/2023
 16,030 51.99 12/2/2023
 16,079 51.83 1/2/2024
 21,637 57.77 2/3/2024
 19,635 63.66 3/3/2024
 23,996 52.10 4/1/2024
 25,998 48.07 5/1/2024
 20,734 60.29 6/2/2024
 18,494 67.59 7/1/2024
 20,566 60.77 8/1/2024
 18,361 68.09 9/2/2024
 19,943 62.69 10/1/2024
 22,526 55.49 11/3/2024
 25,599 48.83 12/1/2024
 25,074 49.85 1/2/2025
 45,290 63.01 2/2/2025
 41,601 68.61 3/2/2025
 48,363 59.02 4/1/2025
 35,868 79.58 5/1/2025
 32,067 89.00 6/1/2025
 30,485 93.64 7/1/2025
 25,360 112.56 8/3/2025

 

LOGO

2021 PROXY STATEMENT    57


 Option Awards

Name

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

Option
Exercise Price
($)

Option

Expiration Date

Reed Hastings

 26,977 105.79 9/1/2025
 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

LOGO

58         LOGO

2023 Proxy Statement

 

57


 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

 

LOGO

2021 PROXY STATEMENT    59


 

 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

 

LOGO

   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
    13,141    539.04    02/01/2031
    13,547    522.86    01/04/2031
    14,038    504.58    12/01/2030
    14,632    484.12    11/02/2030
    13,428    527.51    10/01/2030
    12,727    556.55    09/01/2030
    14,206    498.62    08/03/2030
    14,585    485.64    07/01/2030
    16,631    425.92    06/01/2030
    17,057    415.27    05/01/2030
    19,455    364.08    04/01/2030
    18,589    381.05    03/02/2030
    19,786    358.00    02/03/2030
    19,456    329.81    01/02/2030
    20,699    309.99    12/02/2029
    22,373    286.81    11/01/2029
    23,802    269.58    10/01/2029
    22,181    289.29    09/03/2029
    20,083    319.50    08/01/2029
    17,130    374.60    07/01/2029
    19,061    336.63    06/03/2029
    16,939    378.81    05/01/2029
    17,486    366.96    04/01/2029
    17,958    357.32    03/01/2029
    18,881    339.85    02/01/2029
    22,338    267.66    01/02/2029
    20,597    290.30    12/03/2028
    18,839    317.38    11/01/2028
    15,676    381.43    10/01/2028
    16,444    363.60    09/04/2028
    17,670    338.38    08/01/2028
    15,016    398.18    07/02/2028
    16,612    359.93    06/01/2028
    19,085    313.30    05/01/2028
    21,332    280.29    04/02/2028
    20,590    290.39    03/01/2028
    22,557    265.07    02/01/2028
    21,966    201.07    01/02/2028

 

60    58     LOGO

LOGO

 


 

 Option Awards

Name

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

Option
Exercise Price
($)

Option

Expiration Date

Greg Peters

 6,648 102.63 10/3/2026
 5,533 123.30 11/1/2026
 5,821 117.22 12/1/2026
 5,352 127.49 1/3/2027
 4,846 140.78 2/1/2027
 4,783 142.65 3/1/2027
 4,644 146.92 4/3/2027
 4,392 155.35 5/1/2027
 4,186 162.99 6/1/2027
 4,668 146.17 7/3/2027
 3,891 182.03 8/1/2027
 4,054 174.74 9/1/2027
 4,001 177.01 10/2/2027
 3,578 198.00 11/1/2027
 3,791 186.82 12/1/2027
 3,523 201.07 1/2/2028
 5,187 265.07 2/1/2028
 4,735 290.39 3/1/2028
 4,906 280.29 4/2/2028
 4,389 313.30 5/1/2028
 3,820 359.93 6/1/2028
 3,453 398.18 7/2/2028
 4,063 338.38 8/1/2028
 3,782 363.60 9/4/2028
 3,605 381.43 10/1/2028
 4,332 317.38 11/1/2028
 4,737 290.30 12/3/2028
 5,137 267.66 1/2/2029
 4,168 339.85 2/1/2029
 3,965 357.32 3/1/2029
 3,861 366.96 4/1/2029
 3,739 378.81 5/1/2029
 4,209 336.63 6/3/2029
 3,782 374.60 7/1/2029
 4,434 319.50 8/1/2029
 4,897 289.29 9/3/2029
 5,255 269.58 10/1/2029
 4,939 286.81 11/1/2029
 4,570 309.99 12/2/2029
 4,296 329.81 1/2/2030
 4,015 358.00 2/3/2030
 3,772 381.05 3/2/2030
 3,949 364.08 4/1/2030
 3,461 415.27 5/1/2030
 3,375 425.92 6/1/2030
 2,960 485.64 7/1/2030

LOGO


  2021 PROXY STATEMENT    61


 Option Awards

Name

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

Option
Exercise Price
($)

Option

Expiration Date

Greg Peters

 2,883 498.62 8/3/2030
 2,583 556.55 9/1/2030
 2,725 527.51 10/1/2030
 2,969 484.12 11/2/2030
 2,849 504.58 12/1/2030

David Hyman

 6,272 49.85 1/2/2025
 3,962 63.01 2/2/2025
 3,647 68.61 3/2/2025
 4,235 59.02 4/1/2025
 3,143 79.58 5/1/2025
 2,807 89.00 6/1/2025
 2,667 93.64 7/1/2025
 2,221 112.56 8/3/2025
 2,363 105.79 9/1/2025
 2,359 105.98 10/1/2025
 2,322 107.64 11/2/2025
 1,994 125.37 12/1/2025
 2,274 109.96 1/4/2026
 4,439 94.09 2/1/2026
 4,249 98.30 3/1/2026
 3,952 105.70 4/1/2026
 4,487 93.11 5/2/2026
 4,115 101.51 6/1/2026
 4,321 96.67 7/1/2026
 4,426 94.37 8/1/2026
 4,290 97.38 9/1/2026
 4,070 102.63 10/3/2026
 3,387 123.30 11/1/2026
 3,564 117.22 12/1/2026
 3,276 127.49 1/3/2027
 1,798 140.78 2/1/2027
 1,775 142.65 3/1/2027
 1,722 146.92 4/3/2027
 1,630 155.35 5/1/2027
 1,553 162.99 6/1/2027
 1,732 146.17 7/3/2027
 1,390 182.03 8/1/2027
 1,449 174.74 9/1/2027
 1,430 177.01 10/2/2027
 1,278 198.00 11/1/2027
 1,355 186.82 12/1/2027
 1,259 201.07 1/2/2028
 2,574 265.07 2/1/2028
 2,349 290.39 3/1/2028
 2,435 280.29 4/2/2028
 2,177 313.30 5/1/2028

LOGO

 Compensation of Named Executive Officers and Other Matters  

 

   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Reed Hastings (continued)

    23,641    186.82    12/01/2027
    22,306    198.00    11/01/2027
    24,952    177.01    10/02/2027
    25,275    174.74    09/01/2027
    24,264    182.03    08/01/2027
    30,216    146.17    07/03/2027
    27,097    162.99    06/01/2027
    28,431    155.35    05/01/2027
    30,062    146.92    04/03/2027
    30,961    142.65    03/01/2027
    31,373    140.78    02/01/2027
    31,130    127.49    01/03/2027
    33,857    117.22    12/01/2026
    32,188    123.30    11/01/2026
    38,670    102.63    10/03/2026
    40,755    97.38    09/01/2026
    42,055    94.37    08/01/2026
    41,055    96.67    07/01/2026
    39,097    101.51    06/01/2026
    42,629    93.11    05/02/2026
    37,547    105.70    04/01/2026
    40,374    98.30    03/01/2026
    42,176    94.09    02/01/2026
    25,959    109.96    01/04/2026
    22,765    125.37    12/01/2025
    26,513    107.64    11/02/2025
    26,933    105.98    10/01/2025
    26,977    105.79    09/01/2025
    25,360    112.56    08/03/2025
    30,485    93.64    07/01/2025
    32,067    89.00    06/01/2025
    35,868    79.58    05/01/2025
    48,363    59.02    04/01/2025
    41,601    68.61    03/02/2025
    45,290    63.01    02/02/2025
    25,074    49.85    01/02/2025
    25,599    48.83    12/01/2024
    22,526    55.49    11/03/2024
    19,943    62.69    10/01/2024
    18,361    68.09    09/02/2024

62         LOGO

2023 Proxy Statement

 

59


 

 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

Reed Hastings (continued)

    20,566    60.77    08/01/2024
    18,494    67.59    07/01/2024
    20,734    60.29    06/02/2024
    25,998    48.07    05/01/2024
    23,996    52.10    04/01/2024
    19,635    63.66    03/03/2024
    21,637    57.77    02/03/2024
    16,079    51.83    01/02/2024
    16,030    51.99    12/02/2023
    17,717    47.04    11/01/2023
    17,969    46.37    10/01/2023
    20,188    41.29    09/03/2023
    23,415    35.59    08/01/2023
    26,012    32.04    07/01/2023
    26,278    31.71    06/03/2023

Ted Sarandos

    13,146    316.95    12/01/2032
    14,530    286.75    11/01/2032
    17,431    239.04    10/03/2032
    18,113    230.04    09/01/2032
    18,419    226.21    08/01/2032
    23,155    179.95    07/01/2032
    21,599    192.91    06/01/2032
    20,890    199.46    05/02/2032
    11,157    373.47    04/01/2032
    10,788    386.24    03/01/2032
    9,115    457.13    02/01/2032
    5,109    597.37    01/03/2032
    4,940    617.77    12/01/2031
    4,481    681.17    11/01/2031
    4,978    613.15    10/01/2031
    5,243    582.07    09/01/2031
    5,925    515.15    08/02/2031
    5,720    533.54    07/01/2031
    6,116    499.08    06/01/2031
    5,995    509.11    05/03/2031
    5,658    539.42    04/01/2031
    5,543    550.64    03/01/2031
    5,662    539.04    02/01/2031
    5,837    522.86    01/04/2031
    6,049    504.58    12/01/2030

LOGO

60 2021 PROXY STATEMENT    

LOGO


  63

 Compensation of Named Executive Officers and Other Matters  

   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Ted Sarandos (continued)

    6,304    484.12    11/02/2030
    5,786    527.51    10/01/2030
    5,484    556.55    09/01/2030
    6,121    498.62    08/03/2030
    6,284    485.64    07/01/2030
    7,166    425.92    06/01/2030
    7,350    415.27    05/01/2030
    8,383    364.08    04/01/2030
    8,010    381.05    03/02/2030
    8,525    358.00    02/03/2030
    8,527    329.81    01/02/2030
    8,802    319.50    08/01/2029
    7,508    374.60    07/01/2029
    8,355    336.63    06/03/2029
    7,425    378.81    05/01/2029
    7,664    366.96    04/01/2029
    7,871    357.32    03/01/2029
    8,276    339.85    02/01/2029
    7,783    381.43    10/01/2028
    8,165    363.60    09/04/2028
    8,773    338.38    08/01/2028
    7,456    398.18    07/02/2028
    8,248    359.93    06/01/2028
    15,679    146.17    07/03/2027
    16,279    140.78    02/01/2027
    19,282    127.49    01/03/2027
    25,245    97.38    09/01/2026
    26,050    94.37    08/01/2026
    25,430    96.67    07/01/2026
    26,405    93.11    05/02/2026
    25,008    98.30    03/01/2026
    26,125    94.09    02/01/2026
    15,952    125.37    12/01/2025
    21,357    93.64    07/01/2025
    22,470    89.00    06/01/2025
    25,130    79.58    05/01/2025

Greg Peters

    5,258    316.95    12/01/2032
    5,812    286.75    11/01/2032
    6,973    239.04    10/03/2032
    7,245    230.04    09/01/2032

2023 Proxy Statement

61


   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Greg Peters (continued)

    7,367    226.21    08/01/2032
    9,262    179.95    07/01/2032
    8,640    192.91    06/01/2032
    8,356    199.46    05/02/2032
    4,463    373.47    04/01/2032
    4,315    386.24    03/01/2032
    3,646    457.13    02/01/2032
    2,406    597.37    01/03/2032
    2,327    617.77    12/01/2031
    2,111    681.17    11/01/2031
    2,344    613.15    10/01/2031
    2,470    582.07    09/01/2031
    2,790    515.15    08/02/2031
    2,694    533.54    07/01/2031
    2,881    499.08    06/01/2031
    2,823    509.11    05/03/2031
    2,665    539.42    04/01/2031
    2,611    550.64    03/01/2031
    2,666    539.04    02/01/2031
    2,750    522.86    01/04/2031
    2,849    504.58    12/01/2030
    2,969    484.12    11/02/2030
    2,725    527.51    10/01/2030
    2,583    556.55    09/01/2030
    2,883    498.62    08/03/2030
    2,960    485.64    07/01/2030
    3,375    425.92    06/01/2030
    3,461    415.27    05/01/2030
    3,949    364.08    04/01/2030
    3,772    381.05    03/02/2030
    4,015    358.00    02/03/2030
    4,296    329.81    01/02/2030
    4,570    309.99    12/02/2029
    4,939    286.81    11/01/2029
    5,255    269.58    10/01/2029
    4,897    289.29    09/03/2029
    4,434    319.50    08/01/2029
    3,782    374.60    07/01/2029
    4,209    336.63    06/03/2029
    3,739    378.81    05/01/2029

62

LOGO


 

 Compensation of Named Executive Officers and Other Matters  

   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Greg Peters (continued)

    3,861    366.96    04/01/2029
    3,965    357.32    03/01/2029
    4,168    339.85    02/01/2029
    5,137    267.66    01/02/2029
    4,737    290.30    12/03/2028
    4,332    317.38    11/01/2028
    3,605    381.43    10/01/2028
    3,782    363.60    09/04/2028
    4,063    338.38    08/01/2028
    3,453    398.18    07/02/2028
    3,820    359.93    06/01/2028
    4,389    313.30    05/01/2028
    4,906    280.29    04/02/2028
    4,735    290.39    03/01/2028
    5,187    265.07    02/01/2028
    3,523    201.07    01/02/2028
    3,791    186.82    12/01/2027
    3,578    198.00    11/01/2027
    4,001    177.01    10/02/2027
    4,054    174.74    09/01/2027
    3,891    182.03    08/01/2027
    4,668    146.17    07/03/2027
    4,186    162.99    06/01/2027
    4,392    155.35    05/01/2027
    4,644    146.92    04/03/2027
    4,783    142.65    03/01/2027
    4,846    140.78    02/01/2027
    5,352    127.49    01/03/2027
    5,821    117.22    12/01/2026
    5,533    123.30    11/01/2026
    6,648    102.63    10/03/2026
    7,007    97.38    09/01/2026
    7,230    94.37    08/01/2026

Spencer Neumann

    4,601    316.95    12/01/2032
    5,086    286.75    11/01/2032
    6,100    239.04    10/03/2032
    6,340    230.04    09/01/2032
    6,447    226.21    08/01/2032
    8,104    179.95    07/01/2032
    7,559    192.91    06/01/2032

2023 Proxy Statement

63


   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Spencer Neumann (continued)

    7,313    199.46    05/02/2032
    3,904    373.47    04/01/2032
    3,776    386.24    03/01/2032
    3,190    457.13    02/01/2032
    1,936    597.37    01/03/2032
    1,872    617.77    12/01/2031
    1,697    681.17    11/01/2031
    1,886    613.15    10/01/2031
    1,986    582.07    09/01/2031
    2,245    515.15    08/02/2031
    2,167    533.54    07/01/2031
    2,317    499.08    06/01/2031
    2,271    509.11    05/03/2031
    2,143    539.42    04/01/2031
    2,100    550.64    03/01/2031
    2,145    539.04    02/01/2031
    2,192    522.86    01/04/2031
    2,270    504.58    12/01/2030
    2,367    484.12    11/02/2030
    2,173    527.51    10/01/2030
    2,058    556.55    09/01/2030
    2,298    498.62    08/03/2030
    2,360    485.64    07/01/2030
    2,690    425.92    06/01/2030
    2,759    415.27    05/01/2030
    3,147    364.08    04/01/2030
    3,007    381.05    03/02/2030
    3,201    358.00    02/03/2030
    3,158    329.81    01/02/2030
    3,361    309.99    12/02/2029
    3,632    286.81    11/01/2029
    3,864    269.58    10/01/2029
    3,601    289.29    09/03/2029
    3,260    319.50    08/01/2029
    2,781    374.60    07/01/2029
    3,095    336.63    06/03/2029
    2,750    378.81    05/01/2029
    2,838    366.96    04/01/2029
    2,916    357.32    03/01/2029
    1,308    339.85    02/01/2029

64

LOGO


 Compensation of Named Executive Officers and Other Matters  

   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

David Hyman

    3,287    316.95    12/01/2032
    3,632    286.75    11/01/2032
    4,358    239.04    10/03/2032
    4,528    230.04    09/01/2032
    4,605    226.21    08/01/2032
    5,789    179.95    07/01/2032
    5,400    192.91    06/01/2032
    5,222    199.46    05/02/2032
    2,789    373.47    04/01/2032
    2,697    386.24    03/01/2032
    2,279    457.13    02/01/2032
    1,648    597.37    01/03/2032
    1,594    617.77    12/01/2031
    1,445    681.17    11/01/2031
    1,605    613.15    10/01/2031
    1,691    582.07    09/01/2031
    1,911    515.15    08/02/2031
    1,845    533.54    07/01/2031
    1,972    499.08    06/01/2031
    1,934    509.11    05/03/2031
    1,825    539.42    04/01/2031
    1,787    550.64    03/01/2031
    1,827    539.04    02/01/2031
    1,573    522.86    01/04/2031
    1,631    504.58    12/01/2030
    1,700    484.12    11/02/2030
    1,560    527.51    10/01/2030
    1,479    556.55    09/01/2030
    1,650    498.62    08/03/2030
    1,695    485.64    07/01/2030
    1,932    425.92    06/01/2030
    1,981    415.27    05/01/2030
    2,260    364.08    04/01/2030
    2,160    381.05    03/02/2030
    2,299    358.00    02/03/2030
    2,432    329.81    01/02/2030
    2,587    309.99    12/02/2029
    2,796    286.81    11/01/2029
    2,976    269.58    10/01/2029
    2,772    289.29    09/03/2029

2023 Proxy Statement

65


   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

David Hyman (continued)

    2,511    319.50    08/01/2029
    2,141    374.60    07/01/2029
    2,383    336.63    06/03/2029
    2,117    378.81    05/01/2029
    2,186    366.96    04/01/2029
    2,245    357.32    03/01/2029
    2,360    339.85    02/01/2029
    2,549    267.66    01/02/2029
    2,350    290.30    12/03/2028
    2,150    317.38    11/01/2028
    1,789    381.43    10/01/2028
    1,876    363.60    09/04/2028
    2,017    338.38    08/01/2028
    1,713    398.18    07/02/2028
    1,896    359.93    06/01/2028
    2,177    313.30    05/01/2028
    2,435    280.29    04/02/2028
    2,349    290.39    03/01/2028
    2,574    265.07    02/01/2028
    1,259    201.07    01/02/2028
    1,355    186.82    12/01/2027
    1,278    198.00    11/01/2027
    1,430    177.01    10/02/2027
    1,449    174.74    09/01/2027
    1,390    182.03    08/01/2027
    1,732    146.17    07/03/2027
    1,553    162.99    06/01/2027
    1,630    155.35    05/01/2027
    1,722    146.92    04/03/2027
    1,775    142.65    03/01/2027
    1,798    140.78    02/01/2027
    3,276    127.49    01/03/2027
    3,564    117.22    12/01/2026
    3,387    123.30    11/01/2026
    4,070    102.63    10/03/2026
    4,290    97.38    09/01/2026
    4,426    94.37    08/01/2026
    4,321    96.67    07/01/2026
    4,115    101.51    06/01/2026
    4,487    93.11    05/02/2026

66

LOGO


 Compensation of Named Executive Officers and Other Matters  

   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

David Hyman (continued)

    3,952    105.70    04/01/2026
    4,249    98.30    03/01/2026
    4,439    94.09    02/01/2026
    2,274    109.96    01/04/2026
    1,994    125.37    12/01/2025
    2,322    107.64    11/02/2025
    2,359    105.98    10/01/2025
    2,363    105.79    09/01/2025
    2,221    112.56    08/03/2025
    2,667    93.64    07/01/2025
    2,807    89.00    06/01/2025
    3,143    79.58    05/01/2025

Rachel Whetstone

    658    316.95    12/01/2032
    726    286.75    11/01/2032
    872    239.04    10/03/2032
    905    230.04    09/01/2032
    921    226.21    08/01/2032
    1,158    179.95    07/01/2032
    1,080    192.91    06/01/2032
    1,045    199.46    05/02/2032
    558    373.47    04/01/2032
    539    386.24    03/01/2032
    456    457.13    02/01/2032
    174    597.37    01/03/2032
    169    617.77    12/01/2031
    153    681.17    11/01/2031
    170    613.15    10/01/2031
    179    582.07    09/01/2031
    202    515.15    08/02/2031
    195    533.54    07/01/2031
    209    499.08    06/01/2031
    204    509.11    05/03/2031
    194    539.42    04/01/2031
    189    550.64    03/01/2031
    193    539.04    02/01/2031
    179    522.86    01/04/2031
    186    504.58    12/01/2030
    194    484.12    11/02/2030
    177    527.51    10/01/2030
    169    556.55    09/01/2030

2023 Proxy Statement

67


   Option Awards

Name

  

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

  Option
Exercise Price
($)
  

Option

Expiration Date

Rachel Whetstone (continued)

    188    498.62    08/03/2030
    193    485.64    07/01/2030
    220    425.92    06/01/2030
    226    415.27    05/01/2030
    257    364.08    04/01/2030
    246    381.05    03/02/2030
    262    358.00    02/03/2030
    221    329.81    01/02/2030
    235    309.99    12/02/2029
    254    286.81    11/01/2029
    271    269.58    10/01/2029
    252    289.29    09/03/2029
    228    319.50    08/01/2029
    195    374.60    07/01/2029
    217    336.63    06/03/2029
    192    378.81    05/01/2029
    199    366.96    04/01/2029
    204    357.32    03/01/2029
    214    339.85    02/01/2029
    137    267.66    01/02/2029
    20    290.30    12/03/2028

Option Exercises


 Option Awards

Name

Number of

Securities Underlying

Unexercised Options:

Exercisable (#)

Option
Exercise Price
($)

Option

Expiration Date

Rachel Whetstone

 246 381.05 3/2/2030
 257 364.08 4/1/2030
 226 415.27 5/1/2030
 220 425.92 6/1/2030
 193 485.64 7/1/2030
 188 498.62 8/3/2030
 169 556.55 9/1/2030
 177 527.51 10/1/2030
 194 484.12 11/2/2030
 186 504.58 12/1/2030

OPTION EXERCISES

The following table sets forth information concerning each exerciseThere were no exercises of stock options during 2020 for each ofby the Named Executive Officers on an aggregated basis.during the year ended December 31, 2022.

68

LOGO


 Compensation of Named Executive Officers and Other Matters  

 

 Option Awards

Name

Number of Shares

Acquired on Exercise
(#)

Value Realized

on Exercise

($)(1)

Reed Hastings

 1,327,634 612,125,269

Ted Sarandos

 105,372 30,045,923

Spencer Neumann

  

Greg Peters

 37,986 15,038,592

David Hyman

 26,754 11,968,543

Rachel Whetstone

  

(1)

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

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Potential Payments upon Termination or Change-in-Control

The Named Executive Officers are beneficiaries of our Severance Plan, as described in more detail above in “Compensation Discussion and Analysis.Analysis—Termination-Based Compensation and Change in Control Retention Incentives.” 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, 20202022 and is based on 20212023 allocatable compensation, which went into effect prior to the end of the 20202022 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)

Reed Hastings

 25,987,500 34,650,000

Ted Sarandos

 25,987,500 34,650,000

Spencer Neumann

 8,662,500 11,550,000

Greg Peters

 14,175,000 18,900,000

David Hyman

 7,087,500 9,450,000

Rachel Whetstone

 3,937,500 5,250,000

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Name

  

Severance

Benefit

($)(1)

   

Change in

Control

Benefit

($)(2)

 

Reed Hastings

   34,650,000     34,650,000  

Ted Sarandos

   40,000,000     40,000,000  

Spencer Neumann

   14,000,000     14,000,000  

Greg Peters

   24,000,000     24,000,000  

David Hyman

   11,000,000     11,000,000  

Rachel Whetstone

   6,500,000     6,500,000  

 

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(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, 2020.2022. 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 in 2022, 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 20202022 annual total compensation as determined under Item 402 of Regulation S-K was $43,226,024$51,073,237 for Mr. Hastings and $39,318,251$50,299,296 for Mr. Sarandos.Sarandos, the co-Chief Executive Officers on December 31, 2022. The 20202022 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $219,577.$218,400. 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 20202022 is 197234 to 1, in the case of Mr. Hastings, and 179230 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, 2020,2022, which is within the last three months of 2020,2022, as the date upon which we would identify the “median employee.” We also used December 31 as our measuring date in 2019.2021. 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 2020.2022. For employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2020.2022.

 

1 

While the 20202022 allocatable compensation for Messrs.Mr. Sarandos was higher than for Mr. 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.

 

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2021 PROXY STATEMENT    65


Proposal 4
 

Stockholder Proposal

“Proposal 4 - Political Disclosures”

THE BOARD UNANIMOUSLY

RECOMMENDS THAT THE

STOCKHOLDERS VOTE “AGAINST”

PROPOSAL FOUR.2023 Proxy Statement

 

 

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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

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https://politicalaccountability.net/hifi/files/2020-CPA-Zicklin-Index.pdf

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2021 PROXY STATEMENT    67


NETFLIX OPPOSING STATEMENTLOGO

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.LOGO

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

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The Board unanimously recommends that the stockholders vote “AGAINST” Proposal Four.

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Proposal 5

Stockholder Proposal

“Proposal 5 - Simple Majority Vote”

THE BOARD UNANIMOUSLY

RECOMMENDS THAT THE

STOCKHOLDERS VOTE “AGAINST”

PROPOSAL FIVE.

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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.,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, Proposal 5—Reform the Current Impossible Special Shareholder Meeting Requirements

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Shareholders request thatask our board to take each stepthe steps necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to defaultamend the appropriate company governing documents to state law) that calls forgive the owners of a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.

SUPPORTING STATEMENT

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner.

Currently a 2%-minority can frustrate the willcombined 15% of our 66%-shareholder majority in an election with 68% of shares casting ballots. In other words a 2%-minority could haveoutstanding common stock the power to preventcall a special shareholder meeting.

One of the main purposes of this proposal is to give all shares, including street name shares, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible and to clear up any ambiguity on whether street name shares can formally participate equally in calling for a special shareholder meeting without converting their shares to another class of stock.

One of the main purposes of this proposal is to give all shares, regardless of the length of continuous stock ownership, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible

It is important to adopt this proposal because it may appear that all Netflix shares held in street name are now 100% disqualified from formally participating in the call for a special shareholder meeting. Under this potentially ill-conceived Netflix rule management discriminates against shareholders who bought Netflix stock in street name which is the most efficient form of ownership for most Netflix shareholders.

Also all Netflix shares not held for one continuous year are now 100% disqualified from modernizingformally participating in the governance of our company. This can be particularly importantcall for a special shareholder meeting. Under this ill-conceived Netflix rule management discriminates against shareholders who bought Netflix stock during periods of management underperformance and/or an economic downturn. Currently the rolepast 12 months.

No company has cited in its proxy one example of shareholders is downsized because management can simply ignore an overwhelming 66%-vote of shareholders.any company who succeeded in calling for a special shareholder meeting where the company excludes all street name shares.

This proposal won moreNo company has cited in its proxy one example of shareholders of any company who succeeded in calling for a special shareholder meeting at any company that excludes all shares owned for less than 80% support 4-times ata continuous year.

Thus Netflix since 2013:

2019- 88%, 2016- 82%, 2015 - 80%, 2013 -81%

Apparently NFLX shareholders are not pleased with our directors sitting on their hands in regardseems to this proposal topic in spite of these enormoushave 2 bullet-proof defenses to make sure that a special shareholder votes.

54% of NFLX shares rejected Jay Hoag, who chaired the NFLX Governance Committee, in 2020. Based on this 54% rejection shareholders could consider Mr. Hoag undesirable for reelectionmeeting will never be called due to the Board of Electronic Arts, Peloton Interactive, TripAdvisor and Zillow Group if they own stocks inburden Netflix places on shareholders by these companies. Reed Hastings and Mathias Dopfner were each rejected by 33% of shares in 2020. If these directors join2 under the Boards of any public company, shareholders who own stock in those companies could consider them undesirable directors.

38% of shares rejected management pay in 2020. Unfortunately Mr. Timothy Haley, chair of the management pay committee, is untouchable by a NFLX shareholder vote until 2022. If Mr. Haley stands for reelection at 2U, Inc. and Zuroa in 2021 shareholders in those companies could consider Mr. Haley an undesirable director.radar exclusions.

Please vote yes:

Simple Majority Vote-ProposalReform the Current Impossible Special Shareholder Meeting Requirements—Proposal 5

 

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 Proposal 5: Stockholder Proposal - Reform the Current Impossible Special Shareholder Meeting Requirements  


NETFLIX OPPOSING STATEMENTNetflix Opposing Statement

The Board has considered this Proposal 5 and concluded that it is based on an erroneous reading of the stockholder proposalCompany’s Bylaws and for the reasons described below, believes that the proposal isits adoption would not be in the best interests of Netflix andor our stockholders.

Although our company has been around for more than 20 years, we operate This is especially so in an extremely dynamic business environment. The global media landscape is undergoing rapid change, muchlight 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 voteenhanced rights of our stockholders. We believestockholders, including our existing stockholder special meeting right, which were recently approved by stockholders at the 2022 Annual Meeting of Stockholders with approximately 99.6% of the votes cast in favor.

The proponent’s supporting statement says that one of the proposal’s main purposes is to “give all shares, including street name shares…regardless of the length of continuous stock ownership” the special meeting right and notes that there is ambiguity on “whether street name shares can formally participate equally in calling for a special shareholder meeting without converting their shares to another class of stock.” However, this is false. As is true for almost all public companies, our Bylaws do allow “street name” holders to submit a special meeting request via the record holder of their “street name” shares, and “street name” holders unambiguously have the right to call special meetings if they meet the requirements under our Bylaws. This proposal is thus based on an erroneous reading of our Bylaws and is misleading.

This Proposal 5 also requests that the supermajority we have in place is appropriateBoard lower the threshold required to increase stability in our operations, while still being set low enough for stockholderscall a special meeting from 20% to have a voice on issues where there is strong consensus.15%.

This proposal has been presented for stockholders most recently in 2020 and received a majority of votes cast. The Board has weighedbelieves that maintaining the voting results as part of a regular and ongoing examination of our governance structure. We are also aware that many stockholders, including ours, are supportive of a simple majority standard. The Board continues to believe that theCompany’s current governance structure, including our supermajority standard, is appropriaterequirements 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 itcalling special meetings is in the best interest of our stockholders. The current special meeting right permits stockholders (whether stockholders of record themselves or acting on behalf of beneficial owners) holding not less than a 20% “net long” position in our outstanding common stock continuously for at least one year the right to call a special meeting. This threshold was adopted as part of our broader move toward an updated governance structure. In our engagements, stockholders have consistently conveyed their positive reactions to our corporate governance changes, including our special meeting right and the safeguards around such right.

We believe that the current 20% threshold and one-year holding period is reasonable and strikes an appropriate balance between enhancing our stockholders’ ability to act on important and urgent matters and protecting against misuse by a small number of stockholders whose interests may not be shared by the majority of stockholders. In providing a special meeting right, our Board recognized the need for appropriate parameters, given that special meetings of stockholders can be disruptive to business operations, incur substantial expenses and harm long-term stockholder interests. Convening a meeting of stockholders imposes significant administrative and operational costs on the Company. A significant amount of attention by the Board, management and employees is required to prepare for special meetings, distracting them from their primary focus of maximizing long-term value and operating the Company’s business in the best interests of stockholders and resulting in unnecessary expenses. Because special meetings require a considerable diversion of resources, such meetings should be limited to circumstances where a substantial number of non-transient stockholders believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. The Company’s existing special meeting right permits stockholders with a significant and durationally meaningful interest in the Company to call special meetings, while helping ensure that special meetings of stockholders are less likely to be disruptive to the Company and its operations and more likely to address matters that merit the unusual step of convening a meeting in advance of the regularly scheduled annual meeting process. With a lower threshold, a small number of stockholders could use the special meeting right to advance special interest agendas, goals not widely shared by the stockholder base as a whole or apply short-term oriented pressure inconsistent with the long-term interests of the Company and our stockholders.

In addition, our existing stockholder special meeting right is consistent with—and in some aspects, more stockholder friendly than—the special meeting rights of the majority of S&P 500 companies. As of February 2023, of the S&P 500 companies that allow stockholders to call special meetings, almost two-thirds have set the threshold at 20% or higher, with the most common aggregate threshold at 25% (FactSet). In addition, over one-third of S&P 500 companies do not allow stockholders to call special meetings at all (FactSet). Our special meeting threshold is already lower than most large companies, and we see no reason to reduce it further.

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”AGAINST Proposal Five.5.

Required Vote

The affirmative vote of the majority of the Votes Castshares present or represented by proxy at the meeting and entitled to vote on the proposal is required to approve the stockholder proposal. The proposalvote is precatoryan advisory vote, and accordingly, istherefore not binding on the Board or the Company.binding.

Netflix Recommendation

 

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The Board unanimously recommends that the stockholders vote “AGAINST” Proposal Five.5.

 

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2021 PROXY STATEMENT    71


Proposal 6

 

Stockholder Proposal

“Stockholder Proposal to
Improve the Executive
Compensation Philosophy”

THE BOARD UNANIMOUSLY

RECOMMENDS THAT THE

STOCKHOLDERS VOTE “AGAINST”

PROPOSAL SIX.2023 Proxy Statement

 

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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.National Center for Public Policy and Research, 2005 Massachusetts Ave., Concord, CA 94519,NW, Washington, DC 20036, the beneficial owner of 8 sharesat least $2,000 of the Company’s common stock for at least three years on the date the proposal was submitted, has notified the Company of hisits intent to present the following proposal at the Annual Meeting.

Netflix-Exclusive Board of Directors

Resolved: stockholders recommend that

Shareholders of Netflix Inc. improve(the “Company”) request the executive compensation philosophyBoard of Directors to includeadopt a policy, and amend the bylaws as necessary, forbidding Company directors from simultaneously sitting on the boards of directors of other companies.

This policy would be phased in for the next election of directors in 2024. All Company directors who are currently directors at other companies would have to resign from those positions in order to meet the requirements for being nominated to the Board.

Supporting Statement:

Almost every Netflix director currently sits on the board of at least one other company:

Ann Mather is also a director at Alphabet, Bumble and Blend Labs

Brad Smith is also the Vice Chair and President of Microsoft

Mathias Döpfner is also a director at Warner Music Group and is the Chairman and CEO pay ratioof Axel Springer

Ted Sarandos is also a director at Spotify

Richard Barton is also a director at Qurate Retail, Artsy and Zillow, and is the CEO of Zillow

Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton

Timothy Haley is also a director at 2U, ThredUp and Zuora, and is a managing director at Redpoint Ventures and Institutional Venture Partners

Leslie Kilgore is also a director at Nextdoor Holdings and Pinterest

Strive Masiyiwa is also a director at Unilever, National Geographic Society and the Global Advisory board of Bank of America, and is the Chairman of Econet Group

Netflix isn’t alone in this regard – nearly all large corporations are guilty of contributing to the corporate incest problem that’s plaguing the management of American business.

While this corporate practice may seem innocently cooperative to some, it creates a situation in which board members across corporations are interchangeable and thus have more allegiance to each other factors.than they do to the companies they are supposed to serve. In other words, the sharing and swapping of board members between corporations has given rise to an elitist managerial class that has sway over most large companies at the same time.

SUPPORTING STATEMENT

Section 953(b)Netflix Co-CEO Ted Sarandos is also a member of the Dodd-Frank Act directedBusiness Roundtable, an organization whose explicit purpose is to assemble high ranking executives from numerous large corporations under one shared vision for all businesses.

We believe that the SECrole of directors is to amend Item 402provide oversight of Regulation S-K to require each company to disclose the annual total compensationmanagement independent of the CEO,interests of other companies. There is a potential conflict of interest for directors to oversee management of more than one business at the mediansame time.

Currently, Netflix is a contributor to this problem. By adopting this proposal, the Company can become a leader amongst other large corporations in prioritizing the interests of shareholders over the interests of the annual total compensationmanagerial class.

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 Proposal 6: Stockholder Proposal - Netflix-Exclusive Board of Directors  

Netflix Opposing Statement

This Proposal 6 requests that the Board adopt a policy, and amend the Bylaws as necessary, forbidding directors from sitting on the boards of all employees (exceptother companies. The Board has considered the CEO),stockholder proposal and concluded that its adoption would not be in the best interests of Netflix or our stockholders because it would prevent Netflix from attracting and retaining the most qualified directors.

We understand that service on the boards of other public companies requires an additional time commitment by our directors. We also recognize, however, the invaluable insight and experience that directors gain by serving on other boards, which ultimately benefits and significantly enhances the value of these directors to the Company and our stockholders. We remain confident that our directors’ service on other public company boards does not interfere with their ability to fulfill their duties to Netflix and our stockholders, as they are actively engaged and effective. This approach is also in line with market practice. Moreover, our Board conducts a self-evaluation process every year to help assure and enhance its performance. This process is overseen by the Nominating and Governance Committee, and the ratiotopic of directors’ ability to effectively serve on our Board is already scrutinized through this process.

The proposal’s complete restriction on board service at other public companies would severely limit the pool of candidates that would be eligible to serve on our Board, thereby reducing the diversity, quality and depth of experience of our Board members and ultimately harming the Company and our stockholders. The Board believes that Netflix’s approach to director service on other public company boards reflects an appropriate balance between allowing our directors to gain valuable experience and insight while ensuring they have the time to fulfill their duties to Netflix and our stockholders. This approach has helped Netflix attract and retain the right mix of candidates who have the time and commitment, as well as the necessary experience and capabilities, to serve the interests of our stockholders.

For the foregoing reasons, the Board unanimously recommends that you vote “AGAINST” Proposal 6.

Required Vote

The affirmative vote of the majority of the shares present or represented by proxy at the meeting and entitled to vote on the proposal is required to approve the stockholder proposal. The vote is an advisory vote, and therefore not binding.

Netflix Recommendation

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The Board unanimously recommends that the stockholders vote “AGAINST” Proposal 6.

2023 Proxy Statement

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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.

As You Sow Foundation Fund, 2020 Milvia St., Suite 500, Berkeley, CA 94704, the beneficial owner of at least $15,000 of the Company’s common stock for at least two years on the date the proposal was submitted, has notified the Company of its intent to present the following proposal at the Annual Meeting.

WHEREAS: Climate change poses a growing, systemic risk to the economy. If global climate goals are not met, workers face the likelihood of significant negative impacts to their retirement portfolios. Swiss Re estimates a 4% decline in global GDP by 2050 if global temperature increases are kept below 2 degrees Celsius, but up to an 18% decline, equating to $23 trillion in reduced economic output, without effective mitigation.1

Netflix has taken actions to address climate change by committing to reduce internal emissions by 45% below 2019 levels by 2030.2 Yet, even while it transitions its business to reduce its own greenhouse gas (GHG) emissions, our Company’s 401(k) retirement plan (“Plan”) invests significantly in companies that contribute to climate change, jeopardizing workers’ life savings.

Employee retirement funds are automatically invested in the Plan’s default investment option unless employees proactively choose different investments. Thus, the majority of the Netflix Plan’s $1.3 billion in assets are invested in the default option.3

Netflix has selected Vanguard Target Retirement funds as the Plan’s default offering, which invest significantly in fossil fuel companies and companies contributing to deforestation.4 By investing employees’ retirement savings in companies with outsize contributions to climate change, Netflix is generating climate risk, including transition risk and long-term systemic risk, to workers’ portfolios.

Netflix’s default 401(k) choice risks compromising its obligation to select retirement plan investment options in the best interests of its plan participants, including those with retirement dates more than a decade out.

In the increasingly competitive employee recruitment and retention landscape, failing to minimize material climate risk in its default 401(k) plan option may make it more difficult for Netflix to attract and retain top talent. Employee polling indicates that firms’ environmental records are an important consideration in choosing a job.5 Employee polling also reveals increasing demand for climate-safe retirement plan options.6

Given the threat that climate change poses to employee’s life savings, our Company can help ensure employee loyalty and satisfaction and demonstrate that it is actively safeguarding all employee retirement savings, no matter when they are set to retire, by minimizing climate risk in its Plan offerings, especially in its default option. The federal government recently clarified that fiduciaries may appropriately consider climate risk in the selection of plan offerings, including in the default option.7

RESOLVED: Shareholders request that the Board publish a report, at reasonable expense and omitting confidential information, disclosing how the Company is protecting Plan beneficiaries with a longer investment time horizon from climate risk in the company’s default retirement options.

SUPPORTING STATEMENT: The report should include, at Board discretion, analysis of:

The degree to which carbon-intensive investments in the default investment option contribute to greater beneficiary risk and reduced Plan performance over time;

Whether carbon-intensive investments in the default investment option put younger beneficiaries’ savings at greater risk than participants closer to retirement.

1https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html

2https://about.netflix.com/en/sustainability

3https://iyv-charts.s3.us-west-2.amazonaws.com/retirement-plans/netflix/netflix-401k-plan-form-5500-filing-and-attachment-2021.pdf

4https://investyourvalues.org/retirement-plans/netflix

5https://www.shrm.org/resourcesandtools/hr-topics/talent-acquisition/pages/climate-change-branding-can-lift-recruitment-and-retention.aspx

6https://www.cnbc.com/2019/04/09/workers-want-elusive-socially-responsible-investments-in-401k-survey.html

7https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights

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 Proposal 7: Stockholder Proposal - Requesting a Report on the Company’s 401(K) Plan  

Netflix Opposing Statement

This Proposal 7 requests that the Board publish a report regarding climate risk in the Company’s default retirement options. The Board has considered the stockholder proposal and concluded that its adoption is unnecessary and would not be in the best interests of Netflix or our stockholders.

The 401(k) Plan Fiduciary, Not the Board, Selects Investment Options Solely in the Interests of Plan Participants and Beneficiaries

As is customary for large retirement plans, a management-level committee (the “401(k) Committee”), rather than the Board, serves as the Netflix 401(k) plan fiduciary. This 401(k) Committee is responsible for selecting the 401(k) plan’s investment options and operates in accordance with the fiduciary requirements imposed by the Employee Retirement Income Security Act of 1974 (“ERISA”), as implemented by Department of Labor (“DOL”) regulations and guidance. In this respect, U.S. law mandates that a responsible plan fiduciary select retirement plan investment options “solely” in the interest of plan participants and beneficiaries, and that the focus of plan fiduciaries on the plan’s financial returns and risk to beneficiaries must be paramount. Accordingly, climate risk is only one of many considerations in the selection of 401(k) plan investment options. The 401(k) Committee, with the assistance of professional third-party advisers, evaluates the 401(k) plan offerings and monitors performance in accordance with its fiduciary duties.

Plan Participants Have Diverse Investment Options, Including a Self-Directed Brokerage Account which Allows Participants to Choose ESG-related Investments

The Netflix 401(k) plan offers a diverse array of investment options across a wide range of asset classes, including both actively managed and passive strategies, in addition to a suite of target date funds. Several of the funds in the 401(k) plan’s line up receive the highest Morningstar Sustainability Rating and Low Carbon Designation. Investment managers (or their subadvisors) of the funds offered by the Company’s 401(k) plan are also signatories of the UN Principles for Responsible Investment. In addition, participants have the option of choosing a self-directed brokerage account, which enables them to invest according to their personal investment goals, including any ESG strategies, and gives access to significantly more investment options outside of those selected by the 401(k) Committee.

The 401(k) Committee regularly evaluates investment options and will continue to assess alternatives in accordance with its fiduciary duties. In this regard, the DOL’s recent ERISA rule provides more flexibility to the 401(k) Committee to consider ESG factors as part of its overall investment selection process.

Employees Are Not Automatically Invested in the Plan’s Default Investment Option

Consistent with our company culture of freedom and responsibility, employees are not automatically enrolled into our 401(k) plan, which requires participants to select an investment option during enrollment. The proposal’s claim that “[e]mployee retirement funds are automatically invested in the Plan’s default investment option unless employees proactively choose different investments” mischaracterizes participants’ investment choices. Given the number of investment options and the availability of a self-directed brokerage account, we also disagree that “minimizing climate risk” in the 401(k) plan options would be the appropriate tool for employee recruitment and retention.

In sum, we believe the report requested in Proposal 7 is unnecessary because the Company’s 401(k) plan already offers participants a wide range of investment options, including funds that receive high industry sustainability ratings; the investment managers (or their subadvisors) of the funds offered are signatories of the UN Principles for Responsible Investment; and participants have the option of choosing a self-directed brokerage account, which enables them to invest according to their personal investment goals, including any ESG strategies. Furthermore, to produce the requested report would be an unnecessary and unwise use of both management and the Board’s resources.

For the foregoing reasons, the Board unanimously recommends that you vote “AGAINST” Proposal 7.

Required Vote

The affirmative vote of the majority of the shares present or represented by proxy at the meeting and entitled to vote on the proposal is required to approve the stockholder proposal. The vote is an advisory vote, and therefore not binding.

2023 Proxy Statement

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Netflix Recommendation

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The Board unanimously recommends that the stockholders vote “AGAINST” Proposal 7.

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

The Comptroller of the State of New York, Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund, 110 State Street, 14th Floor, Albany, NY 12236, the beneficial owner of at least $25,000 of the Company’s common stock for at least one year on the date the proposal was submitted, and co-filers have notified the Company of their intent to present the following proposal at the Annual Meeting.

Policy on Freedom of Association

RESOLVED: Shareholders urge the Board of Directors of Netflix to adopt and publicly disclose a policy on its commitment to respect the rights to freedom of association and collective bargaining in its operations, as reflected in the International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work (“Fundamental Principles”). The policy should:

Be applicable to Netflix direct operations, subsidiaries globally, and Netflix’s partners, suppliers, and vendors;

Include a commitment to noninterference when employees exercise their right to form or join trade unions;

Prohibit any member of management or agent of Netflix from undermining the right to form or join trade unions or pressuring any employee and independent contractor from exercising this right;

Describe the due diligence process Netflix will use to identify, prevent, mitigate, and account for any violations of these two amounts (CEO pay ratio). Netflix’s CEO pay ratio was 133:1rights, including how it will remedy any misaligned practices.

Supporting Statement: Freedom of association and collective bargaining are fundamental human rights protected by national and international legal standards, including the ILO Fundamental Principles and the UN Universal Declaration of Human Rights. Research has shown that freedom of association and collective bargaining can enhance shareholder value through improved health and safety; encouraging workforce training and skills development; and increased productivity.

While Netflix employs individuals that are subject to collective bargaining agreements, the company does not have any formal, disclosed policy commitments to respect the right to freedom of association, nor has it demonstrated how it would effectively operationalize such a commitment. The lack of policy can negatively impact management and the Board’s ability to identify and mitigate these risks and stockholders in 2017 (2018 Proxy Statement p. 65), 178:1 in 2018 (2019 Proxy Statement p. 47),understanding their potential effect on stockholder value.

Netflix has faced numerous controversies that have led to discontent among its workforce, including protests, staged walkouts, demands regarding the company’s culture, and 190:1 in 2019 (2020 Proxy Statement p. 70). Sincepoor overall stock performance, which directly impacts employee compensation. Recently, music supervisors at Netflix filed papers seeking a union-certification election with the medianNational Labor Relations Board.

Over the same time, worker unrest among white-collar workers has led to union activity at companies like Apple, Alphabet, and Activision Blizzard. Additionally, Microsoft recently adopted companywide Principles that recognize the importance of the annual total compensation cannot jump, the rising ratio is dueemployer noninterference, and announced a “labor neutrality agreement” at Activision Blizzard which “reflects a fundamental belief ... that enabling workers 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)freely and fairly make a choice about union representation will benefit Microsoft and its employees...”.

The section “Determining Executive Compensation Magnitude” lists some philosophical pointsAdoption of executive compensation (Ibid. pages 39-40) without any considerationa policy that demonstrates Company’s respect for labor rights would protect long-term shareholder value and disclosure of socialthat policy would provide shareholders with greater transparency on these fundamental practices.

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 Proposal 8: Stockholder Proposal - Policy on Freedom of Association  

Netflix Opposing Statement

This Proposal 8 requests that the Company adopt and economic factors, suchdisclose a policy on its commitment to respect the rights to freedom of association and collective bargaining, as reflected in the CEO pay ratio.

There is no rational methodology or program to determine the executive compensation. For example, Twitter’s CEO pay ratio is less than 0.001International Labor Organization (ILO) Declaration on Fundamental Principles and Right at Work, in 2018 and in 2019, Amazon’s CEO pay ratio is 58:1 in 2018 and in 2019. JCPenney’s alarming CEO pay ratio 1294:1 in 2018 is one cause to its bankruptcy. The executive compensations of big Japanese and European companies are much less than big American companies.

As Warren Buffett stated, “There’s class warfare, all right, but it’s my class, the rich class, that’s making war, and we’re winning.” (“In Class Warfare, Guess Which Class Is Winning”, New York Times Nov. 26, 2006.) America’s ballooning executive compensation is neither responsible for the society nor sustainable for the economy, especially under the current social and economical crisis. Reducing the CEO pay ratio should be included to the philosophy of executive compensation. The Compensation Committee has the flexibility to include other social and economic factors.

NETFLIX OPPOSING STATEMENT

operations. 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.

TheWe Comply with All Applicable Laws Concerning Freedom of Association

We comply with all applicable local laws related to freedom of association and collective bargaining and respect internationally recognized human rights in all the areas in which we operate. Netflix (and its subsidiaries) respects its employees’ right to join or form a union or to decline to do so, without fear of reprisal or intimidation, and to collectively bargain on wages, working conditions and other mandatory subjects of bargaining. In the United States, we comply with the requirements of the National Labor Relations Act (NLRA), which, among other things, forbids employers from interfering with employees in the exercise of rights relating to organizing for collective bargaining purposes. In this regard, the ethical treatment of all people and regard for human rights is core to our culture. We are strict about adhering to our ethical standards, and we have no tolerance for harassment of employees or anyone involved with our Company, including with respect to their freedom of association. Accordingly, we believe it is unnecessary to adopt the policy requested in the proposal because the Company already complies with local requirements with respect to freedom of association, including the National Labor Relations Act in the United States.

Netflix is vaguenow a leader in the highly unionized entertainment industry

As a producer of film and uncleartelevision in an industry that is heavily unionized in many countries around the world, including the United States, Netflix was responsible for approximately 1.5 million total days of union employment for over 12,500 union-represented employees in 2022 and therefore would be difficultis party to implement. The proposal failsover forty collective bargaining agreements with various unions and guilds that represent those individuals. In countries where Netflix participates in collective bargaining, whether individually or as part of a multi-employer bargaining unit like the Alliance of Motion Picture and Television Producers (AMPTP), Netflix values the ongoing partnership it has developed with each of those unions and guilds and is committed to explain howbeing a collaborative and honest partner.

Stakeholders Have Multiple Methods to Report Concerns and Grievances

In addition to our policies and the CEOactions we have taken to protect our employees’ rights, we also provide our employees multiple methods to report any concerns or grievances. Netflix was built upon a culture of individual freedom and responsibility and open communication, and employees have the right to freely discuss their wages, benefits and terms and conditions of employment. They also have the ability to raise complaints internally or externally. We encourage employees to bring any concerns or grievances they may have to any member of management or their human resources partner. We also have a confidential reporting system, including a dedicated hotline for employees and one for productions, that any employee, cast, crew, or vendor can use to report unethical conduct or breaches of applicable laws, rules and regulations without fear of retaliation. All issues and suggestions are responded to and tracked to closure.

Netflix Declined Voluntary Recognition of Freelance Music Supervisors who are not Netflix Employees

Recently, a group of independent contractors known as Music Supervisors filed for union certification election with the National Labor Relations Board. We believe we have strong relationships with the Music Supervisors and pay ratiothem competitive fees for various services under non-exclusive contracts as we do with many vendors. Netflix has declined voluntary recognition because Music Supervisors provide services to multiple U.S. studios, including Netflix, selecting and “other factors” should be considered in improving our executive compensation philosophy. It is difficult to determine what actions would be required to change our current executive compensation philosophy to implement the proposal. The proposal also doessecuring legal clearances of music, typically for multiple productions and/or studios at a time. As such, Music Supervisors act as independent contractors and are not specify the “other factors” that should be considered eligible for collective bargaining under U.S. law.

Netflix Maintains a Healthy Workplace Culture

We seek continuous improvement—in our compensation philosophy.

Moreover, CEOcontent, product and culture, which is why we update our culture memo from time-to-time and make it publicly available to employees and prospective employees. We maintain open and transparent dialogue with our employees through regular employee sentiment surveys, a Q&A forum for employees to raise questions and regular town hall meetings with dedicated time for employees to ask questions and discuss issues directly with senior management, among other avenues of communication. We solicit feedback and encourage debate from employees regarding our strategies and culture as well. In 2021, in response to an employee walkout, we made it clear that we fully respect people’s decision to participate and there were no repercussions for doing so and their pay ratios vary widely across companies as different companies may have different employmentwas not reduced. Through these engagements and compensation practices. The SEC has stated that the purpose of CEO pay ratio disclosures is not to facilitatecommunications with employees, we believe we maintain a healthy workplace culture.

 

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 2021 PROXY STATEMENT    

2023 Proxy Statement

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comparisons among registrants and

Given that precise conformity or comparabilityNetflix complies with all applicable laws regarding freedom of association, many of the pay ratio across companiesthird parties Netflix engages for the development, production, marketing and distribution are already part of a union or guild or covered by a collective bargaining agreement, how actively engaged in protecting employees’ rights Netflix is and the substantial resources we have devoted to creating and maintaining a healthy culture, this proposal would not necessarily achievable given the variety of factors that could cause the ratiocreate additional benefits 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 executives and the majority of our employees alike. We aim to pay all employees at the top of their personal market and provide highly competitive compensation packages, which enables us to attract and retain the most talented employees from around the globe. The compensation program is designed to be simple, transparent, and to create a long-term alignment with stockholders’ interests.

Our Compensation Committee evaluates our compensation practices on an ongoing basis to determine whether they are appropriate to attract, retain and reward outstanding performers. Our compensation practices also are tailored to account for the specific needs and responsibilities of the particular position as 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.shareholders.

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 Castshares present or represented by proxy at the meeting and entitled to vote on the proposal is required to approve the stockholder proposal. The proposalvote is precatoryan advisory vote, and accordingly, istherefore not binding on the Board or the Company.binding.

Netflix Recommendation

 

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The Board unanimously recommends that the stockholders vote “AGAINST” Proposal Six.8.

 

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OTHER INFORMATION                     

 


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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, 20216, 2023 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, 20216, 2023 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,121 Albright Way, Los Gatos, CA 95032.

 

Name and Address

Number of Shares
Beneficially Owned
Percent of
Class

The Vanguard Group, Inc.(1)

100 Vanguard Blvd

Malvern, PA 19355

 33,200,737 7.49%

Capital Research Global Investors(2)

333 South Hope Street

Los Angeles, CA 90071

 30,232,937 6.82%

BlackRock, Inc.(3)

55 East 52nd Street

New York, NY 10055

 28,731,448 6.48%

Reed Hastings(4)

 7,998,031 1.79%

Jay C. Hoag(5)

250 Middlefield Road

Menlo Park, CA 94025

 2,624,183 *

Ted Sarandos(6)

 563,134 *

Greg Peters(7)

 286,036 *

David Hyman(8)

 221,563 *

Spencer Neumann(9)

 73,474 *

Richard N. Barton(10)

 49,134 *

Leslie Kilgore(11)

 46,901 *

Timothy M. Haley(12)

c/o Redpoint Ventures

2969 Woodside Road

Woodside, CA 94062

 37,826 *

Bradford L. Smith(13)

 30,371 *

Ann Mather(14)

 16,866 *

Anne M. Sweeney(15)

 8,705 *

Rachel Whetstone(16)

 6,227 *

Mathias Döpfner(17)

 5,143 *

Rodolphe Belmer(18)

 4,543 *

Strive Masiyiwa(19)

 464 *

All directors and executive officers as a group (18 persons)(20)

 11,989,268 2.68%

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Name and Address

  Number of Shares
Beneficially Owned
  Percent of
Class

The Vanguard Group, Inc.(1)

100 Vanguard Blvd

Malvern, PA 19355

    35,523,919    7.99%

BlackRock, Inc.(2)

55 East 52nd Street

New York, NY 10055

    27,731,534    6.24%

FMR LLC(3)

245 Summer Street
Boston, Massachusetts 02210

    23,778,704    5.35%

Richard N. Barton(4)

    36,394    *

Mathias Döpfner(5)

    9,575    *

Timothy M. Haley(6)

c/o Redpoint Ventures

2969 Woodside Road

Woodside, CA 94062

    42,258    *

Reed Hastings(7)

    7,870,346    1.76%

Jay C. Hoag(8)

250 Middlefield Road

Menlo Park, CA 94025

    1,365,787    *

David Hyman(9)

    280,077    *

Leslie Kilgore(10)

    51,333    *

Strive Masiyiwa(11)

    4,896    *

Ann Mather(12)

    20,489    *

Spencer Neumann(13)

    172,083    *

Greg Peters(14)

    351,366   

 

 

 

Ted Sarandos(15)

    734,404   

 

 

 

Brad Smith(16)

    34,803   

 

 

 

Anne M. Sweeney(17)

    13,137    *

Rachel Whetstone(18)

    18,977    *

All directors and executive officers as a group (14 persons)(19)

    10,986,948    2.45%

 

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*

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

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 Other Information  

1.(1)

As of December 31, 2020,2022, based on information provided by The Vanguard Group, Inc. in the Schedule 13G/A filed February 10, 2021.9, 2023. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 31,246,46333,689,024 shares, shared dispositive power with respect to 1,954,2741,834,895 shares, shared voting power with respect to 758,570634,453 shares, and sole voting power with respect to zero shares.

2.(2)

As of December 31, 2020, based on information provided by Capital Research Global Investors in the Schedule 13G/A filed February 16, 2021. Of the shares beneficially owned, Capital Research Global Investors reported that it has sole dispositive power with respect to all the shares and sole voting power with respect to 30,224,074 shares.

3.

As of December 31, 2020,2022, based on information provided by BlackRock, Inc. in the Schedule 13G/A filed January 29, 2021.February 1, 2023. Of the shares beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to all of the27,731,534 shares, and sole voting power with respect to 24,895,49024,762,555 shares.

4.(3)As of December 31, 2022, based on information provided by FMR LLC in the Schedule 13G filed February 9, 2023. Of the shares beneficially owned, FMR LLC reported that it has sole dispositive power with respect to 23,778,704 shares.

(4)Includes options to purchase 3,075,63936,308 shares.

(5)Includes options to purchase 9,550 shares.

(6)Includes options to purchase 42,258 shares.

(7)Includes options to purchase 2,726,905 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the holder of 4,922,3925,143,441 of the Company’s shares.

5.(8)

Includes (i) 703,825 common shares that are directly held by TCV VII, L.P. (“TCV VII”), (ii) 365,509 common shares that are directly held by TCV VII (A), L.P. (“TCV VII (A)”), (iii) 6,086 common shares that are directly held by TCV Member Fund, L.P. (“Member Fund”), (iv) 640,434512,347 common shares that are directly held by Orange Investor, L.P. (“Orange Investor”), (v) 172,704(ii) 138,163 common shares that are directly held by Orange (A) Investor, (A), L.P. (“Orange Investor (A) Investor”), (vi) 39,777(iii) 31,822 common shares that are directly held by Orange (B) Investor, (B), L.P. (“Orange Investor (B) Investor”), (vii) 47,085(iv) 37,668 common shares that are directly held by Orange (MF) Investor, L.P. (“Orange Investor (MF) Investor”), (viii)(v) options to purchase 31,04912,972 common shares held by Jay C. Hoag, (ix) 479,398(vi) 468,491 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”), and (x) 138,316(vii) 164,324 common shares held by Hamilton Investments Limited Partnership (“Hamilton Investments”).

 

Jay C. Hoag and six other individuals (the “Class A Directors of Management VII”) are Class A Directors of Technology Crossover Management VII, Ltd. (“Management VII”) and limited partners of Technology Crossover Management VII, L.P. (“TCM VII”) and Member Fund. Management VII is the general partner of TCM VII, which is the general partner of TCV VII and TCV VII (A). Management VII is also a general partner of Member Fund. The Class A Directors of Management VII and TCM VII may be deemed to beneficially own the shares held by TCV VII, TCV VII (A) and Member Fund, but each disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

 

Mr.Jay C. 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 partythird-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.(9)

Includes options to purchase 563,134248,467 shares.

7.(10)

Includes options to purchase 272,94616,137 shares.

8.(11)

Includes options to purchase 189,9534,896 shares.

9.(12)

Includes options to purchase 73,47420,489 shares.

10.(13)

Includes options to purchase 31,876172,083 shares. Mr. Barton is a trustee of the Barton Family Foundation, which is the holder of 10,000 of the Company’s shares.

11.(14)

Includes options to purchase 11,705338,276 shares.

12.(15)

Includes options to purchase 37,826734,404 shares.

13.(16)

Includes options to purchase 23,87228,304 shares.

14.(17)

Includes options to purchase 16,86613,137 shares.

15.(18)

Includes options to purchase 8,70518,662 shares.

16.(19)

Includes 6,582,762 shares of common stock and options to purchase 5,9124,404,186 shares.

17.

Includes options to purchase 5,118 shares.2023 Proxy Statement

18.

Includes options to purchase 4,543 shares.

19.

Includes options to purchase 464 shares.89

20.

Includes, without duplication, the shares and options listed in footnotes (4) through (19) above.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors


Pay-Versus-Performance
Table
The following table sets forth information concerning
pay-versus-performance
for 2022, 2021, 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, 2020,2020. For 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,periods, Reed Hastings and Ted Sarandos served as

co-Chief
Executive Officers, and the other Named Executive Officers were Spencer Neumann, Chief Financial Officer; Greg Peters, Chief Operating Officer and Chief Product Officer; David Hyman, Leslie Kilgore, Ann Mather, Jessica Neal, Spencer Neumann, Greg Peters, Susan Rice, Ted Sarandos, Brad Smith, Anne SweeneyChief Legal Officer; and Rachel Whetstone, on September 4, 2020,Chief Communications Officer.
As discussed in the Compensation Discussion and Analysis section above, compensation for a given year is determined at the end of the prior year. The dollar amounts in the total column of the Summary Compensation Table and the
Pay-Versus-Performance
Table reflect the grant date fair values with respect to stock options granted during the respective fiscal year, computed in accordance with generally accepted accounting principles in the U.S. Those amounts may vary significantly year over year due to factors such as stock price volatility, as was the case for the years presented here, particularly for 2022 versus 2021. For example, almost the entire change in Mr. Hastings’ reported compensation between 2022 and 2021 is due to the valuation of the stock options granted. From the Compensation Committee’s standpoint, Mr. Hastings’ stock option allocation remained flat at $34 million for 2021 and 2022, and the amount awarded to him was determined based on September 1, 2020a predetermined formula using the stock price on each monthly grant. The accounting value of Mr. Hastings’ stock option allocation increased from 2021 to 2022 due largely to the market-wide increase in trading volatility experienced in 2022 and (B)the resulting impact of that stock price volatility on the grant date fair value.
The Company did not use financial performance measures in setting executive compensation during the periods presented.
Year
 
Summary
Compensation
Table Total
for Reed
Hastings
($)
 
Summary
Compensation
Table Total
for Ted
Sarandos
($)
 
Compensation
Actually Paid
to Reed
Hastings
($)
(1)
 
Compensation
Actually Paid
to Ted
Sarandos
($)
(1)
 
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
($)
(2)
 
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
($)
(1)(2)
 
Value of Initial Fixed
$100 Investment Based
On:
 
Net Income
($ Thousands)
 
Total
Shareholder
Return ($)
 
Peer Group
Total
Shareholder
Return ($)
(3)
          
2022   51,073,237    50,299,296    51,073,237    50,299,296    16,336,478    16,336,478    91.13    81.50    4,491,924 
          
2021   40,823,725    38,232,164    40,823,725    38,232,164    12,097,270    12,097,270    186.19    134.41    5,116,228 
          
2020   43,226,024    39,318,251    43,226,024    39,318,251    12,392,648    12,392,648    167.11    137.32    2,761,395 
(1)As discussed in our Compensation Discussion and Analysis, the stock options granted in 2022, 2021, and 2020 vested immediately upon grant. As such, there was no difference between the grant date fair value of the stock option awards set forth in the Summary Compensation Table and the fair value of the stock option awards on the vesting date.
(2)
The
non-PEO
Named Executive Officers for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone.
(3)Represents the cumulative TSR of the RDG Internet Composite Index for each year.
Most Important Financial Performance Measures for Fiscal Year 2022
The Company did not use financial performance measures to inform 2022 compensation for the Named Executive Officers. Rather, compensation practices were 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. Please see the “Compensation Discussion and Analysis – Key Changes to the 2023 Compensation Program” for a late Form 4 was filedsummary of the annual performance-based cash bonus program that will be applicable to the
co-Chief
Executive Officers for Mr. Barton on September 4, 2020 with respect to transactions that occurred September 1, 2020.

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2023.
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 Other Information  
Description of the Relationship Between Pay and Performance
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  2021 PROXY STATEMENT    
2023 Proxy Statement
 77
91


EQUITY COMPENSATION PLAN INFORMATION

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Equity Compensation Plan Information
The following table summarizes our equity compensation plans as of December 31, 2020.2022. 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)

Equity compensation plans or arrangements approved by security holders:

2002 Plan(1)

 416,418 21.26 

2011 Plan(2)

 17,446,523 158.02 

2020 Plan

 813,869 508.30 21,702,085

Equity compensation plans not approved by security holders

   

Total

 18,676,810(3)  170.23 21,702,085

Plan Category
  
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants,
and Rights
(a)
 
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants,
and Rights
(b)
  
Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)
    
Equity compensation plans or arrangements approved by security holders:                 
    
2011 Plan
(1)
    13,864,003    185.09      
    
2020 Plan    6,032,767    373.52     16,454,119 
    
Equity compensation plans not approved by security holders              
    
Total    19,896,861(2)    242.22     16,454,103 
(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)(2)

Weighted average life is 5.555.61 years.
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Information Concerning Solicitation and Voting

General

The attached proxy is solicited on behalf of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company,” “Netflix,” “we,” “us” or “our”), for use at the annual meeting of stockholders to be held on June 1, 2023, at 3:00 p.m. Pacific Time (the “Annual Meeting”), or at any adjournment or postponement of this meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders and form of proxy. This year’s Annual Meeting will be held entirely via the internet and will be conducted by our Chief Legal Officer and Secretary. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/NFLX2023. To participate in the Annual Meeting, you will need the 16-Digit Control Number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 2:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

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

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we will mail, on or about April 21, 2023, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 6, 2023, referred to as the Record Date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders will have the ability to access all of the proxy materials at https://ir.netflix.net/financials/annual-reports-and-proxies/default.aspx. Should you request it, we will make paper copies of these proxy materials available free of charge. To request a copy, please send your request to our Secretary at the address listed below.

Our principal executive offices are located at 121 Albright Way, Los Gatos, CA, 95032, and our telephone number is (408) 540-3700. Our internet website address is www.netflix.com. You may find our SEC filings, including our annual reports on Form 10-K, on our Investor Relations website at https://ir.netflix.net/financials/sec-filings/default.aspx.

2023 Proxy Statement

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STOCKHOLDERS SHARING AN ADDRESS


Revocability of Proxies

You may change your vote at any time prior to the vote at the Annual Meeting. If you are a stockholder of record as of the Record Date, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary at the address above prior to your shares being voted, or by attending the Annual Meeting and voting via the internet. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. For shares you hold beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting via the internet.

Voting and Solicitation

Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 444,541,116 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on that date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

You may vote via the internet by going to www.proxyvote.com and following the instructions on the screen. As explained in greater detail in the Notice of Internet Availability of Proxy Materials, to vote your shares, you may vote via the internet by visiting www.proxyvote.com and having available your 16-Digit Control Number(s) contained on your Notice of Internet Availability of Proxy Materials. If you received your proxy materials by mail, you may vote by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided, or you may vote by phone by following the instructions on your proxy card. You may vote via the internet or by phone up until 8:59 p.m. Pacific Time on May 31, 2023. If you vote by mail, your proxy card must be received by May 31, 2023. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online at www.virtualshareholdermeeting.com/NFLX2023 and vote your shares during the Annual Meeting.

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

Quorum

The required quorum for the transaction of business at the Annual Meeting is the presence via the internet or by proxy of holders of a majority of the stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date. Shares that are voted “FOR,” “AGAINST,” or “ABSTAIN,” are treated as being present at the Annual Meeting for purposes of establishing a quorum, as are “broker non-votes,” which occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.

Required Vote, Abstentions and Broker Non-Votes

For the election of directors (Proposal One of this Proxy Statement), approval requires a “majority of votes cast,” which means that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the total number of votes cast with respect to that director’s election. Votes cast for Proposal One include direction to withhold authority in each case and exclude abstentions with respect to that director’s election. For Proposals Two, Three, and the stockholder proposals, approval requires the affirmative vote of the majority of shares present or represented by proxy at the meeting and entitled to vote on the proposal.

For Proposal Four, the option receiving the greatest number of votes (every one, two or three years), will be considered the frequency recommended by stockholders.

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 Information Concerning Solicitation and Voting  

The following table summarizes the votes required for each proposal and the impact of abstentions and broker non-votes.

Vote RequiredEffect of an AbstentionEffect of a Broker Non-Vote

Management Proposals

Proposal 1: Director Elections

Majority of votes castNo effectNo effect

Proposal 2: Ratification of Auditors

Majority of shares present or represented by proxy at the meeting and entitled to vote on the proposalTreated as a Vote AgainstNot applicable, as discretionary vote is permitted

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)

Majority of shares present or represented by proxy at the meeting and entitled to vote on the proposalTreated as a Vote AgainstNo effect

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (“Say-on-Frequency”)

The option (every one, two or three years) receiving the highest number of votes cast will be considered the frequency recommended by stockholdersNo effectNo effect

Stockholder Proposals

Proposals 5 through 8

Majority of shares present or represented by proxy at the meeting and entitled to vote on the proposalTreated as a Vote AgainstNo effect

If you hold your shares through a broker, bank or other nominee (“street name”) it is critical that you cast your vote if you want it to count in the election of directors (Proposal One of this Proxy Statement), advisory approval of Named Executive Officer compensation (Proposal Three of this Proxy Statement), advisory vote on the frequency of votes on the Company’s Named Executive Officer compensation (Proposal Four of this Proxy Statement), and any of the stockholder proposals (Proposals Five through Eight of this Proxy Statement). Thus, if you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the election of directors, no vote will be cast on your behalf on these proposals.

The cost of soliciting proxies will be borne by us. We may reimburse banks and brokers and other persons representing beneficial owners for their reasonable out-of-pocket costs. Our officers, directors and others may solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation. If you vote using the internet or by phone, you may incur data or telephone usage charges from internet access providers or phone companies. We will not reimburse those costs.

Stockholder Proposals

Stockholder proposals that are intended to be presented at our 2024 annual meeting of stockholders in our proxy materials for such meeting must comply with the requirements of SEC Rule 14a-8 and must be received by our Secretary no later than December 23, 2023 in order to be included in our Proxy Statement and proxy materials relating to our 2024 annual meeting of stockholders.

Stockholder nominations for director that are intended to be presented at our 2024 annual meeting of stockholders in our proxy materials for such meeting must comply with our Bylaws and must be received by our Secretary no earlier than November 23, 2023 and no later than December 23, 2023 in order to be considered for inclusion in our Proxy Statement and proxy materials relating to our 2024 annual meeting of stockholders.

A stockholder proposal or a nomination for director or any other matter that will not be included in our Proxy Statement and proxy materials, but that a stockholder intends to present via the internet at the meeting, must generally be submitted to our Secretary no earlier than February 6, 2024, and no later than March 7, 2024.

2023 Proxy Statement

95


To be timely for purposes of Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, which must be received in accordance with the requirements of our Bylaws as described above.

The notice should be addressed to our Secretary. Proposals and nominations should be mailed to: Netflix, Inc., 121 Albright Way, Los Gatos, California 95032, Attention: Secretary, with a copy to stockholderproposals@netflix.com, or by email to stockholderproposals@netflix.com. Our Bylaws have been filed with the SEC and are available at www.sec.gov.

Stockholders Sharing an Address

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

Householding Department

Broadridge

51 Mercedes Way, Edgewood, NY 11717

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.

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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

 

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David Hyman

Chief Legal Officer and Secretary

April 23, 202121, 2023

Los Gatos, California

 

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2021 PROXY STATEMENT    79


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NETFLIX, INC.

100 WINCHESTER CIRCLE

LOS GATOS, CA 95032

VOTE BY INTERNET

BeforeTheMeeting- Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on June 2, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

DuringTheMeeting- Go to www.virtualshareholdermeeting.com/nflx2021

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. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

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

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

96
D39612-P51438                 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — —  — — — — — — — — — — — — — ��� — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — —LOGO

 DETACH AND RETURN THIS PORTION ONLY


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THANKFUL FOR EVERYONE STILL WATCHING.


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NETFLIX, INC | 2023 PROXY STATEMENT 121 Albright Way | Los Gatos, CA 95032 | (408) 540 -3700


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SCAN TO NETFLIX, INC. VIEW MATERIALS & VOTE w 121 ALBRIGHT WAY LOS GATOS, CA 95032 VOTE BY INTERNET Before The Meeting—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 May 31, 2023. 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/NFLX2023 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 May 31, 2023. 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 May 31, 2023. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V06559-P86344 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY NETFLIX, INC. The Board of Directors recommends you vote FOR the following proposals: 1. To elect four directors to hold office until the 2024 Annual Meeting of Stockholders. The Board of Directors recommends you vote AGAINST the Nominees: For Against Abstain following proposals: For Against Abstain 5. Stockholder proposal entitled, “Proposal 5—Reform 1a. Mathias Döpfner the Current Impossible Special Shareholder Meeting Requirements,” if properly presented at the meeting. 1b. Reed Hastings 6. Stockholder proposal entitled, “Netflix-Exclusive Board of Directors,” if properly presented at the meeting. 1c. Jay Hoag 7. Stockholder proposal requesting a report on the Company’s 401(K) Plan, if properly presented at the meeting. 1d. Ted Sarandos 8. Stockholder proposal entitled, “Policy on Freedom of Association,” if properly presented at the meeting. 2. Ratification of appointment of independent registered public accounting firm. 3. Advisory approval of named executive officer compensation. The Board of Directors recommends you vote 1 Year 2 Years 3 Years Abstain 1 Year on the following proposal: 4. Advisory vote on the frequency of future advisory votes on executive 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


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NETFLIX, INC.

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

1.  To elect four Class I directors to hold office until the 2024
Annual Meeting of Stockholders.

Nominees:

ForWithhold

1a. Richard N. Barton

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

1b. Rodolphe Belmer

4.

Stockholder proposal entitled, “Proposal 4 – Political Disclosures,” if properly presented at the meeting.

1c. Bradford L. Smith

5.

Stockholder proposal entitled, “Proposal 5 – Simple Majority Vote,” if properly presented at the meeting.

1d. Anne M. Sweeney

6.

Stockholder proposal entitled, “Stockholder Proposal to Improve the Executive Compensation Philosophy,” if properly presented at the meeting.

For Against Abstain

2.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

3.  Advisory approval of the Company’s 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]DateSignature (Joint Owners)Date


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

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

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

D39613-P51438

FORM OF PROXY

V06560-P86344 NETFLIX, INC.

ANNUAL MEETING OF STOCKHOLDERS

JUNE 3, 2021

1, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Netflix, Inc. (the “Company”) hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 23, 2021,21, 2023, 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, 2021,1, 2023, 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 and postponements 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 I directors set forth on the reverse side (item 1), FOR items 2 and 3, 1 YEAR on item 4, and AGAINST items 4, 5, 6, 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 and postponements thereof.

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

Continued and to be signed on reverse side