Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 6, 2017, Netflix,
Inc. (the Company) held its annual meeting of stockholders in Los Gatos, California (Annual Meeting). As of April 10, 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:
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1.
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The election of three Class III directors to hold office until the 2020 Annual Meeting of Stockholders;
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2.
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The ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017;
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3.
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Advisory approval of the Companys executive officer compensation;
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4.
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Advisory approval of the frequency of votes on the Companys executive officer compensation;
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5.
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A stockholder proposal regarding proxy access;
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6.
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A stockholder proposal regarding an annual sustainability report;
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7.
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A stockholder proposal regarding an emissions report;
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8.
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A stockholder proposal regarding electing each director annually;
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9.
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A stockholder proposal regarding simple majority vote; and
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10.
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A stockholder proposal to amend Section 3.3 of the bylaws to majority vote.
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For more
information about the foregoing proposals, see the Companys definitive proxy statement dated April 24, 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
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Nominee
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For
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Withheld
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Broker Non-Votes
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Reed Hastings
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224,221,233
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94,199,916
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68,682,045
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jay Hoag
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163,745,433
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154,675,716
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68,682,045
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Nominee
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For
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Withheld
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Broker Non-Votes
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A. George (Skip) Battle
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200,274,878
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118,146,271
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68,682,045
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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 December 31, 2017
The proposal to ratify the appointment of
Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017 received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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374,565,822
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7,153,464
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5,383,908
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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 December 31, 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:
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For
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Against
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Abstain
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Broker Non-Votes
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304,096,624
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13,470,865
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853,660
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68,682,045
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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:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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291,780,672
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481,750
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24,535,748
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1,622,979
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68,682,045
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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171,084,553
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145,046,282
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2,290,314
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68,682,045
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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92,829,040
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222,147,212
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3,444,897
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68,682,045
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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49,834,786
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264,968,689
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3,617,674
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68,682,045
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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199,100,183
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117,504,579
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1,816,387
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68,682,045
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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200,478,339
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116,029,813
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1,912,997
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68,682,045
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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 Section 3.3 of the Bylaws to Majority Vote
The binding proposal from a stockholder to amend Section 3.3 of the bylaws to majority vote received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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204,501,944
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111,912,833
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2,006,372
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68,682,045
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Based on the votes set forth above, the binding proposal from a stockholder to amend Section 3.3 of the
bylaws to majority vote failed to receive the requisite affirmative vote of at least 66 2/3% of the outstanding shares of Common Stock and, therefore, was not approved.