8-KLeadership ChangesExhibits & Filings

NETFLIX INC 8-K Report, Executive Changes (Jan 24, 2018)

Filed January 24, 2018For Securities:NFLX

Summary

Netflix, Inc. (NFLX) announced on January 23, 2018, the appointment of Rodolphe Belmer to its Board of Directors, effective January 23, 2018. Mr. Belmer will serve as a Class I director and is expected to receive stock options as compensation, in line with the company's standard practice for non-employee directors. This appointment does not involve any immediate committee assignments or disclosed related-party transactions. The compensation for Mr. Belmer, and other non-employee directors, will be in the form of monthly stock option grants valued at $25,000 per month, calculated based on a specified formula. These options vest immediately upon grant and are exercisable at fair market value. Additionally, Netflix will enter into a standard indemnification agreement with Mr. Belmer, a common practice to protect directors against certain liabilities.

Key Highlights

  • 1Rodolphe Belmer appointed to Netflix Board of Directors, effective January 23, 2018.
  • 2Mr. Belmer will serve as a Class I director.
  • 3No immediate committee assignments for Mr. Belmer.
  • 4Non-employee directors, including Mr. Belmer, receive monthly stock option grants.
  • 5Monthly stock option grant value is $25,000, calculated as $25,000 / (fair market value on grant date x 0.40).
  • 6Stock options are fully vested upon grant and exercisable at fair market value.
  • 7Netflix will provide Mr. Belmer with a standard indemnification agreement.

Frequently Asked Questions

Rodolphe Belmer has been appointed to the Board of Directors of Netflix. The filing does not provide details on his background or specific reasons for appointment beyond his role as a Class I director and compensation structure.

Mr. Belmer will receive stock options through Netflix's Director Equity Compensation Plan. This involves a monthly grant of stock options valued at $25,000, calculated using a specific formula based on the fair market value on the grant date. These options vest immediately.

Based on the filing, there are no related party transactions between Netflix and Mr. Belmer that require disclosure under Item 404(a) of Regulation S-K.

Class I directors are part of a staggered board system, meaning directors are elected for multi-year terms and only a portion of the board is up for election each year. This structure provides continuity to the board's composition.