On January 21, 2018, Rodolphe Belmer was appointed to the Board of Directors (the “Board”) of Netflix, Inc. (“Netflix”). His appointment is effective January 23, 2018 and he will hold office as a Class I director. He has not yet been appointed to serve as a member of any Board committees.

Mr. Belmer, like the Company’s other non-employee directors, will receive stock options to the Director Equity Compensation Plan. The Director Equity Compensation Plan provides for a monthly grant of stock options to each non-employee director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2011 Stock Plan. The actual number of options to be granted will be determined by the following formula: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value as reflected by the closing price on the date of the option grant.

As it does with all directors and executive officers, the Company will enter into an indemnification agreement with Mr. Belmer. The indemnification agreement will require the Company to indemnify Mr. Belmer, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company. See the Company’s Form of Indemnification Agreement filed with the Securities and Exchange Commission on March 20, 2002 as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1/A.

There are no related party transactions between the Company and Mr. Belmer that are subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued on January 22, 2018, regarding Mr. Belmer’s appointment to the board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

(d) Exhibits.

NETFLIX INC Exhibit
EX-99.1 2 a991pr.htm EXHIBIT 99.1 Exhibit RODOLPHE BELMER TO JOIN NETFLIX BOARD OF DIRECTORSLos Gatos,…
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About NETFLIX, INC. (NASDAQ:NFLX)

Netflix Inc is an Internet television network with over 86 million members in over 190 countries enjoying more than 125 million hours of television (TV) shows and movies per day, including original series, documentaries and feature films. Members can watch as much as they want, anytime, anywhere, on nearly any Internet-connected screen. Members can play, pause and resume watching, all without commercials or commitments.