8-KLeadership ChangesExhibits & Filings

NETFLIX INC 8-K Report, Executive Changes (Mar 28, 2018)

Filed March 28, 2018For Securities:NFLX

Summary

Netflix, Inc. (NFLX) announced a significant addition to its Board of Directors with the appointment of Ambassador Susan Rice, effective March 26, 2018. Ambassador Rice, a former U.S. National Security Advisor and UN Ambassador, joins as a Class II director. Her appointment is notable given her extensive background in public service and international affairs, potentially bringing a unique perspective to the company's strategic discussions. Investors should note that while she has been appointed to the Board, she has not yet been assigned to any board committees. Ambassador Rice's compensation as a non-employee director will be in the form of stock options, a standard practice for Netflix's non-employee directors. These options are granted monthly under the Director Equity Compensation Plan and are fully vested upon grant, with an exercise price equal to the fair market value on the grant date. The company will also enter into a standard indemnification agreement with her, providing legal protection as permitted by Delaware law. This filing also confirms there are no disclosed related-party transactions with Ambassador Rice.

Key Highlights

  • 1Netflix appointed Ambassador Susan Rice to its Board of Directors, effective March 26, 2018.
  • 2Ambassador Rice will serve as a Class II director.
  • 3She has not yet been assigned to any Board committees.
  • 4Non-employee directors, including Ambassador Rice, receive monthly stock option grants under the Director Equity Compensation Plan.
  • 5The stock options are fully vested upon grant and exercisable at fair market value.
  • 6Netflix will enter into a standard indemnification agreement with Ambassador Rice.
  • 7No related-party transactions subject to disclosure exist between Netflix and Ambassador Rice.

Frequently Asked Questions

Ambassador Susan Rice is a former U.S. National Security Advisor and U.S. Ambassador to the United Nations. Her appointment to Netflix's Board of Directors is significant due to her extensive experience in public policy, national security, and international affairs, which could offer valuable insights into Netflix's global operations and strategic direction.

Ambassador Rice, as a non-employee director, will receive stock options granted monthly under Netflix's Director Equity Compensation Plan. These options are 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 Ambassador Rice that require disclosure under applicable regulations. The company will also provide her with a standard indemnification agreement, which is common practice for directors.

No, at the time of this filing, Ambassador Rice had not yet been appointed to serve as a member of any Board committees. Her committee assignments, if any, are expected to be disclosed later.