NETFLIX INC0001065280false00010652802025-06-052025-06-05

__________________________________

__________________________________

__________________________________

__________________________________

Delaware

001-35727

77-0467272

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

121 Albright Way, Los Gatos, California

95032

(Address of principal executive offices)

(Zip Code)

__________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.001 per share			NFLX			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

On June 5, 2025, Netflix, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of April 7, 2025, the Company’s record date, there were a total of 425,571,266 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 368,794,416 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 17, 2025.

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. Election of Directors

 

Nominee						For						Against						Abstain						Broker Non-Votes
Richard Barton						301,889,176						30,032,357						397,291						36,475,592
Mathias Döpfner						324,274,787						7,608,539						435,498						36,475,592
Reed Hastings						316,496,227						15,460,675						361,922						36,475,592
Jay Hoag						71,428,414						259,865,864						1,024,546						36,475,592
Leslie Kilgore						317,845,512						14,082,051						391,261						36,475,592
Strive Masiyiwa						323,224,704						8,505,162						588,958						36,475,592
Ann Mather						316,357,478						15,539,577						421,769						36,475,592
Greg Peters						325,685,861						6,227,212						405,751						36,475,592
Ambassador Susan Rice						326,746,564						5,018,621						553,639						36,475,592
Ted Sarandos						325,664,547						6,265,084						389,193						36,475,592
Brad Smith						322,316,408						9,603,747						398,669						36,475,592
Anne Sweeney						321,005,495						10,911,746						401,583						36,475,592

At the Annual Meeting, Mr. Jay Hoag did not receive a majority of votes cast in his election to the board of directors (the “Board”). In accordance with the Company’s director resignation policy (the “Resignation Policy”), on June 5, 2025, Mr. Hoag offered his resignation from the Board, conditioned upon Board acceptance. In accordance with the Resignation Policy, the Nominating and Governance Committee (the “Committee”) of the Board will consider Mr. Hoag’s resignation and recommend to the Board regarding whether to accept or reject the resignation or take other action. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified.

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, 2025 was approved.

 

For						Against						Abstain
362,724,934						5,618,286						451,196

3. The advisory resolution to approve executive officer compensation was approved.

 

For						Against						Abstain						Broker Non-Votes
283,557,552						47,780,267						981,005						36,475,592

4. The non-binding stockholder proposal entitled, “Issue a Climate Transition Plan” was not approved.

 

For						Against						Abstain						Broker Non-Votes
34,679,761						295,413,267						2,225,796						36,475,592

5. The non-binding stockholder proposal entitled, “Proposal 5 - Proposal that Won 45% NFLX Shareholder Support” was not approved.

6. The non-binding stockholder proposal entitled, “Amend the Code of Ethics to enhance policies on non-discrimination, anti-harassment, and whistleblower protection” was not approved.

7. The non-binding stockholder proposal entitled, “Affirmative Action Risks” was not approved.

8. The non-binding stockholder proposal entitled, “Report on Charitable Giving” was not approved.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						NETFLIX, INC.
Date:			June 6, 2025
						/s/ David Hyman
						David Hyman
						Chief Legal Officer and Secretary