NETFLIX, INC. (NASDAQ:NFLX) Files An 8-K Submission of Matters to a Vote of Security Holders

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NETFLIX, INC. (NASDAQ:NFLX) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters to a Vote of Security
Holders.

On June6, 2017, Netflix, Inc. (the Company) held its annual
meeting of stockholders in Los Gatos, California (Annual
Meeting). As of April10, 2017, the Companys record date, there
were a total of 431,004,439 shares of common stock outstanding
and entitled to vote at the Annual Meeting. At the Annual
Meeting, 387,103,194 shares of common stock were represented in
person or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following items at
the Annual Meeting:

1. The election of three Class III directors to hold office
until the 2020 Annual Meeting of Stockholders;
2. The ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for
the year ending December31, 2017;
3. Advisory approval of the Companys executive officer
compensation;
4. Advisory approval of the frequency of votes on the Companys
executive officer compensation;
5. A stockholder proposal regarding proxy access;
6. A stockholder proposal regarding an annual sustainability
report;
7. A stockholder proposal regarding an emissions report;
8. A stockholder proposal regarding electing each director
annually;
9. A stockholder proposal regarding simple majority vote; and
10. A stockholder proposal to amend Section3.3 of the bylaws to
majority vote.

For more information about the foregoing proposals, see the
Companys definitive proxy statement dated April24, 2017.

The number of votes cast, as applicable, for, against and
withheld, and the number of abstentions and broker non-votes with
respect to each matter voted upon are set forth below:

1. Election of Directors

Nominee

For Withheld BrokerNon-Votes

Reed Hastings

224,221,233 94,199,916 68,682,045

Nominee

For Withheld BrokerNon-Votes

Jay Hoag

163,745,433 154,675,716 68,682,045

Nominee

For Withheld BrokerNon-Votes

A. George (Skip) Battle

200,274,878 118,146,271 68,682,045

Based on the votes set forth above, the director nominees were
duly elected.

2. The Ratification of the Appointment of Ernst Young
LLP as the Companys Independent Registered Public Accounting Firm
for the Year Ending December31, 2017

The proposal to ratify the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
year ending December31, 2017 received the following votes:

For

Against Abstain BrokerNon-Votes
374,565,822 7,153,464 5,383,908

Based on the votes set forth above, the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the year ending December31, 2017 was duly
ratified.

3. Advisory Approval of the Companys Executive
Officer Compensation

The proposal to receive a non-binding advisory vote on executive
compensation received the following votes:

For

Against Abstain BrokerNon-Votes
304,096,624 13,470,865 853,660 68,682,045

Based on the votes set forth above, the stockholders advised that
they were in favor of the named executive officer compensation
set forth in the proxy statement.

4. Advisory Approval of the Frequency of Votes on the
Companys Executive Officer Compensation

The proposal to receive a non-binding advisory vote on the
frequency of votes on the Companys executive officer compensation
received the following votes:

One Year

TwoYears Three Years Abstain BrokerNon-Votes
291,780,672 481,750 24,535,748 1,622,979 68,682,045

Based on the votes set forth above, the stockholders advised that
they were in favor of receiving a non-binding advisory vote on
the Companys executive officer compensation every one year.

5. Stockholder Proposal Regarding Proxy
Access

The non-binding proposal from a stockholder to adopt a proxy
access bylaw received the following votes:

For

Against Abstain BrokerNon-Votes
171,084,553 145,046,282 2,290,314 68,682,045

Based on the votes set forth above, the non-binding proposal from
a stockholder to adopt a proxy access bylaw was duly approved.

6. Stockholder Proposal Regarding An Annual
Sustainability Report

The non-binding proposal from a stockholder for an annual
sustainability report received the following votes:

For

Against Abstain BrokerNon-Votes
92,829,040 222,147,212 3,444,897 68,682,045

Based on the votes set forth above, the non-binding proposal from
a stockholder for an annual sustainability report was not
approved.

7. Stockholder Proposal Regarding An Emissions
Report

The non-binding proposal from a stockholder for an emissions
report received the following votes:

For

Against Abstain BrokerNon-Votes
49,834,786 264,968,689 3,617,674 68,682,045

Based on the votes set forth above, the non-binding proposal from
a stockholder for an emissions report was not approved.

8. Stockholder Proposal Regarding Electing Each
Director Annually

The non-binding proposal from a stockholder to elect each
director annually received the following votes:

For

Against Abstain BrokerNon-Votes
199,100,183 117,504,579 1,816,387 68,682,045

Based on the votes set forth above, the non-binding proposal from
a stockholder to elect each director annually was duly approved.

9. Stockholder Proposal Regarding Simple Majority
Vote

The non-binding proposal from a stockholder for simple majority
vote received the following votes:

For

Against Abstain BrokerNon-Votes
200,478,339 116,029,813 1,912,997 68,682,045

Based on the votes set forth above, the non-binding proposal from
a stockholder for simple majority vote was duly approved.

10. Stockholder Proposal to Amend Section3.3 of the
Bylaws to Majority Vote

The binding proposal from a stockholder to amend Section3.3 of
the bylaws to majority vote received the following votes:

For

Against Abstain BrokerNon-Votes
204,501,944 111,912,833 2,006,372 68,682,045

Based on the votes set forth above, the binding proposal from a
stockholder to amend Section3.3 of the bylaws to majority vote
failed to receive the requisite affirmative vote of at least
662/3% of the outstanding shares of Common Stock and, therefore,
was not approved.


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.