8-KShareholder Matters

NETFLIX INC 8-K Report, Shareholder Vote Results (Jun 8, 2018)

Filed June 8, 2018For Securities:NFLX

Summary

Netflix, Inc. (NFLX) filed an 8-K on June 8, 2018, detailing the outcomes of its Annual Meeting of Stockholders held on June 6, 2018. The meeting saw significant participation, with a quorum established by the presence of 384,700,878 shares. Key outcomes included the election of four Class I directors, all of whom were duly elected and will hold office until the 2021 Annual Meeting. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018, was also overwhelmingly ratified by stockholders. In addition to routine matters, several stockholder proposals were voted upon. Notably, proposals concerning the ability for stockholders to call a special meeting (with a 15% net long threshold), adopt a proxy access bylaw, allow shareholders to act by written consent, and implement a simple majority vote standard were all approved on an advisory basis. However, a proposal to adopt a clawback policy and a binding proposal to amend bylaws for majority vote did not receive sufficient support and were not approved. The advisory vote on executive officer compensation also received stockholder approval.

Key Highlights

  • 1Netflix's Annual Meeting of Stockholders on June 6, 2018, confirmed a quorum with over 384 million shares represented.
  • 2Four Class I directors were successfully elected to serve until the 2021 Annual Meeting.
  • 3Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending December 31, 2018, with strong shareholder support.
  • 4Stockholders approved several key governance proposals on an advisory basis, including the right to call special meetings, proxy access, and simple majority voting.
  • 5A stockholder proposal to adopt a clawback policy was not approved by shareholders.
  • 6A binding proposal to amend company bylaws to implement a majority vote standard failed to achieve the required 66 2/3% of outstanding shares for approval.
  • 7The advisory vote on executive compensation was approved by stockholders.

Frequently Asked Questions

Shareholders approved several key governance proposals on an advisory basis, including the ability for stockholders to call a special meeting with a 15% net long threshold, the adoption of a proxy access bylaw, and the implementation of a simple majority vote standard. They also approved the right for shareholders to act by written consent.

Yes, two proposals did not receive sufficient support. A stockholder proposal to adopt a clawback policy was not approved. Additionally, a binding proposal to amend the company's bylaws to require a majority vote for certain actions failed to achieve the necessary supermajority vote (66 2/3% of outstanding shares).

Ernst & Young LLP was ratified as Netflix's independent registered public accounting firm for the year ending December 31, 2018. This appointment received overwhelming support from stockholders.

The advisory vote on the company's executive officer compensation received approval from stockholders, indicating general agreement with the compensation practices outlined.