Netflix Inc.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 15:01

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2026, Netflix, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). As of April 6, 2026, the Company's record date, there were a total of 4,210,798,528 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 3,604,956,686 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. For more information about the following proposals, see the Company's definitive proxy statement, dated April 16, 2026.
The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each matter voted upon are set forth below.
1. The following individuals were elected at the Annual Meeting to serve as directors until the 2027 annual meeting of stockholders, by the following votes:
Nominee For Against Abstain Broker Non-Votes
Richard Barton 2,890,552,335 293,569,984 7,344,303 413,490,064
Mathias Döpfner 3,095,564,541 88,255,588 7,646,493 413,490,064
Jay Hoag 2,963,137,418 220,772,675 7,556,529 413,490,064
Leslie Kilgore 3,022,757,483 161,519,241 7,189,898 413,490,064
Strive Masiyiwa 3,065,966,653 116,111,549 9,388,420 413,490,064
Ann Mather 2,974,046,846 209,779,251 7,640,525 413,490,064
Elinor Mertz 2,904,481,384 279,720,178 7,265,060 413,490,064
Greg Peters 3,136,493,251 47,643,671 7,329,700 413,490,064
Ambassador Susan Rice 3,036,111,037 121,282,821 34,072,764 413,490,064
Ted Sarandos 3,136,476,403 47,725,383 7,264,836 413,490,064
Brad Smith 3,053,236,826 130,875,978 7,353,818 413,490,064
Anne Sweeney 3,062,936,509 121,178,117 7,351,996 413,490,064
2. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 was approved.
For Against Abstain
3,484,393,106 116,662,723 3,900,857
3. The advisory resolution to approve named executive officer compensation was approved.
For Against Abstain Broker Non-Votes
2,660,768,297 517,268,246 13,430,079 413,490,064
4. The non-binding stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent" was not approved.
For Against Abstain Broker Non-Votes
1,418,042,922 1,760,000,297 13,423,403 413,490,064
5. The non-binding stockholder proposal entitled, "ESG ROI Report" was not approved.
For Against Abstain Broker Non-Votes
33,052,499 3,132,630,314 25,783,809 413,490,064
6. The non-binding stockholder proposal entitled, "Report on Politicized Brand Misalignment" was not approved.
For Against Abstain Broker Non-Votes
30,563,084 3,133,020,650 27,882,888 413,490,064
7. The non-binding stockholder proposal entitled, "Adopt Cumulative Voting" was not approved.
For Against Abstain Broker Non-Votes
95,414,118 3,076,876,412 19,176,092 413,490,064
Item 8.01 Other Events.
On May 29, 2026, the Board of Directors (the "Board") of the Company appointed Jay Hoag to serve as the Chairman of the Board, effective as of the conclusion of the Annual Meeting. Mr. Hoag previously served as the Board's Lead Independent Director since 2012 and currently serves as the chair of the Nominating and Governance Committee. The Board determined it will no longer need a separate Lead Independent Director, as Mr. Hoag is an independent director under the applicable rules of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market.
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