Current Report Filing (8-k)

Date : 06/12/2019 @ 9:32PM
Source : Edgar (US Regulatory)
Stock : Netflix, Inc. (NFLX)
Quote : 315.1  -10.11 (-3.11%) @ 4:59AM

Current Report Filing (8-k)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 6, 2019
__________________________________
NETFLIX, INC.
(Exact name of registrant as specified in its charter)
__________________________________
Delaware
001-35727
77-0467272
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
100 Winchester Circle, Los Gatos, CA
 
95032
(Address of principal executive offices)
 
(Zip Code)
(408) 540-3700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
__________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
NFLX
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨






 
Item 5.07
Submission of Matters to a Vote of Security Holders.
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:
 
 
1.
To elect four Class II directors to hold office until the 2022 Annual Meeting of Stockholders;
 
 
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;
 
 
3.
Advisory approval of the Company’s executive officer compensation;
 
 
4.
A stockholder proposal regarding political disclosure; and
 
 
5.
A stockholder proposal regarding simple majority vote.
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
 
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Timothy M. Haley
 
141,523,020
 
176,665,839
 
78,634,799
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Leslie Kilgore
 
149,710,414
 
168,478,445
 
78,634,799
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Ann Mather
 
103,806,509
 
214,382,350
 
78,634,799
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Susan Rice
 
116,095,417
 
202,093,442
 
78,634,799
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:
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
381,150,626
 
8,231,690
 
7,441,342
 
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:
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
158,469,887
 
158,660,749
 
1,058,223
 
78,634,799
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:
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
129,547,795
 
181,192,817
 
7,448,247
 
78,634,799
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:
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
273,962,894
 
37,468,835
 
6,757,130
 
78,634,799
Based on the votes set forth above, the non-binding proposal from a stockholder for simple majority vote was duly approved.











SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
NETFLIX, INC.
 
 
Date: June 12, 2019
 
 
 
 
 
 
/s/ David Hyman
 
 
David Hyman
 
 
General Counsel and Secretary



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