Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2026
__________________________________
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.)
121 Albright Way, Los Gatos, California
95032
(Address of principal executive offices)
(Zip Code)
(408) 540-3700
(Registrant’s telephone number, including area code)
Not applicable
(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 4, 2026, Netflix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of April 6, 2026, the Company’s record date, there were a total of 4,210,798,528 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 3,604,956,686 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. For more information about the following proposals, see the Company’s definitive proxy statement, dated April 16, 2026.
The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each matter voted upon are set forth below.
1. The following individuals were elected at the Annual Meeting to serve as directors until the 2027 annual meeting of stockholders, by the following votes:
Nominee
For
Against
Abstain
Broker Non-Votes
Richard Barton
2,890,552,335
293,569,984
7,344,303
413,490,064
Mathias Döpfner
3,095,564,541
88,255,588
7,646,493
413,490,064
Jay Hoag
2,963,137,418
220,772,675
7,556,529
413,490,064
Leslie Kilgore
3,022,757,483
161,519,241
7,189,898
413,490,064
Strive Masiyiwa
3,065,966,653
116,111,549
9,388,420
413,490,064
Ann Mather
2,974,046,846
209,779,251
7,640,525
413,490,064
Elinor Mertz
2,904,481,384
279,720,178
7,265,060
413,490,064
Greg Peters
3,136,493,251
47,643,671
7,329,700
413,490,064
Ambassador Susan Rice
3,036,111,037
121,282,821
34,072,764
413,490,064
Ted Sarandos
3,136,476,403
47,725,383
7,264,836
413,490,064
Brad Smith
3,053,236,826
130,875,978
7,353,818
413,490,064
Anne Sweeney
3,062,936,509
121,178,117
7,351,996
413,490,064
2. 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, 2026 was approved.
For
Against
Abstain
3,484,393,106
116,662,723
3,900,857
3. The advisory resolution to approve named executive officer compensation was approved.
For
Against
Abstain
Broker Non-Votes
2,660,768,297
517,268,246
13,430,079
413,490,064
4. The non-binding stockholder proposal entitled, “Proposal 4 - Shareholder Right to Act by Written Consent” was not approved.
For
Against
Abstain
Broker Non-Votes
1,418,042,922
1,760,000,297
13,423,403
413,490,064
5. The non-binding stockholder proposal entitled, “ESG ROI Report” was not approved.
For
Against
Abstain
Broker Non-Votes
33,052,499
3,132,630,314
25,783,809
413,490,064
6. The non-binding stockholder proposal entitled, “Report on Politicized Brand Misalignment” was not approved.
For
Against
Abstain
Broker Non-Votes
30,563,084
3,133,020,650
27,882,888
413,490,064
7. The non-binding stockholder proposal entitled, “Adopt Cumulative Voting” was not approved.
For
Against
Abstain
Broker Non-Votes
95,414,118
3,076,876,412
19,176,092
413,490,064
Item 8.01 Other Events.
On May 29, 2026, the Board of Directors (the “Board”) of the Company appointed Jay Hoag to serve as the Chairman of the Board, effective as of the conclusion of the Annual Meeting. Mr. Hoag previously served as the Board’s Lead Independent Director since 2012 and currently serves as the chair of the Nominating and Governance Committee. The Board determined it will no longer need a separate Lead Independent Director, as Mr. Hoag is an independent director under the applicable rules of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market.
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.