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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 6, 2019, Netflix, Inc. (the “Company”) held its annual meeting of stockholders via the internet (“Annual Meeting”). As of April 8, 2019, the Company’s record date, there were a total of 437,219,953 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 396,823,658 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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To elect four Class II directors to hold office until the 2022 Annual Meeting of Stockholders;
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2.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019;
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3.
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Advisory approval of the Company’s executive officer compensation;
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4.
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A stockholder proposal regarding political disclosure; and
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5.
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A stockholder proposal regarding simple majority vote.
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For more information about the foregoing proposals, see the Company's definitive proxy statement dated April 23, 2019.
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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Timothy M. Haley
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141,523,020
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176,665,839
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78,634,799
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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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Leslie Kilgore
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149,710,414
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168,478,445
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78,634,799
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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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Ann Mather
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103,806,509
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214,382,350
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78,634,799
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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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Susan Rice
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116,095,417
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202,093,442
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78,634,799
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Based on the votes set forth above, all of the director nominees were duly elected.
2. To Ratify the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2019
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 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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381,150,626
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8,231,690
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7,441,342
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—
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Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was duly ratified.
3. Advisory Approval of the Company's 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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158,469,887
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158,660,749
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1,058,223
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78,634,799
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Based on the votes set forth above, the stockholders advised that they were against the named executive officer compensation set forth in the proxy statement.
4. Stockholder Proposal Regarding Political Disclosure
The non-binding proposal from a stockholder to disclose political contributions 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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129,547,795
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181,192,817
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7,448,247
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78,634,799
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Based on the votes set forth above, the non-binding proposal from a stockholder to disclose political contributions was not approved.
5. 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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273,962,894
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37,468,835
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6,757,130
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78,634,799
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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.