8-KLeadership ChangesExhibits & Filings

NETFLIX INC 8-K Report, Executive Changes (Jan 20, 2012)

Filed January 20, 2012For Securities:NFLX

Summary

This 8-K filing by Netflix, Inc. (NFLX) on January 20, 2012, primarily details a significant transition for Leslie Kilgore. Effective February 2, 2012, Ms. Kilgore resigned from her position as Chief Marketing Officer. However, in a strategic move, she was immediately appointed to the Board of Directors, effective January 20, 2012, where she will serve as a Class II director until the 2013 annual stockholders meeting. This appointment signifies a continued engagement with Netflix, albeit in a different capacity. As a non-employee director, Ms. Kilgore will receive stock options under the Director Equity Compensation Plan. The filing also confirms no related party transactions requiring disclosure under Item 404(a) and that an indemnification agreement will be executed, which is standard practice for board members.

Key Highlights

  • 1Leslie Kilgore resigns as Chief Marketing Officer, effective February 2, 2012.
  • 2Leslie Kilgore appointed to the Netflix Board of Directors, effective January 20, 2012.
  • 3Ms. Kilgore will serve as a Class II director until the 2013 annual stockholders meeting.
  • 4As a non-employee director, Ms. Kilgore will receive stock options based on the Director Equity Compensation Plan.
  • 5Option grants will be monthly, fully vested upon grant, and exercisable at fair market value.
  • 6An indemnification agreement will be entered into with Ms. Kilgore, standard for directors.
  • 7No related party transactions subject to disclosure under Item 404(a) were reported.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the departure of Leslie Kilgore as Chief Marketing Officer and her subsequent appointment to the Netflix Board of Directors.

Leslie Kilgore has been appointed to the Netflix Board of Directors as a Class II director, effective January 20, 2012. She will serve in this capacity until the company's annual stockholders meeting in 2013.

As a non-employee director, Ms. Kilgore will receive monthly stock option grants under the Director Equity Compensation Plan. These options will be fully vested upon grant and exercisable at the fair market value on the date of the grant.

According to the filing, there are no related party transactions between Netflix and Ms. Kilgore that are subject to disclosure under Item 404(a) of Regulation S-K.