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):

~~April~~June 115, 2025

__________________________________

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)

(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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April 17~~June 5, 2025, Netflix, Inc. (the “Company”) ~~announced~~held its ~~financial~~2025 ~~results~~annual ~~for~~meeting ~~the~~of ~~quarter~~stockholders ~~ended~~(the ~~March 31,~~“Annual ~~2025~~Meeting”). ~~The~~As ~~Letter~~of toApril ~~Shareholders~~7, ~~which is attached hereto as Exhibit 99.1 and is incorporated herein by reference~~2025, ~~includes reference to~~ the ~~non-GAAP~~Company’s ~~financial~~record ~~information.~~date, Athere ~~reconciliation~~were toa ~~the~~total ~~GAAP equivalent~~ of ~~non-GAAP~~425,571,266 ~~measures~~shares isof ~~contained~~common instock ~~tabular~~outstanding ~~form~~and inentitled ~~Exhibit 99.1. We are not able~~ to ~~reconcile~~vote ~~forward-looking~~at ~~non-GAAP~~the ~~financial~~Annual ~~measures~~Meeting. At ~~because~~the weAnnual ~~are~~Meeting, ~~unable~~368,794,416 toshares ~~predict~~of ~~without~~common ~~unreasonable~~stock ~~effort~~were ~~the~~represented ~~exact~~in ~~amount~~person or ~~timing~~by ofproxy ~~the reconciling items~~and, ~~including property and equipment and change in other assets~~therefore, ~~and~~a ~~the~~quorum ~~impact~~was ~~of changes in currency exchange rates~~present. ~~The~~For ~~variability~~more ofinformation ~~these~~about ~~items~~the ~~could~~following ~~have~~proposals, asee ~~significant~~the ~~impact~~Company’s ondefinitive ~~our~~proxy ~~future~~statement, ~~GAAP~~dated ~~financial~~April ~~results.~~17, 2025.

The ~~information~~number ~~contained~~of invotes ~~this~~cast ~~Item~~for ~~2.02~~ and ~~the~~against, ~~accompanying Exhibit 99.1 are “furnished”~~ and ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~number ~~Exchange Act~~ of ~~1934,~~abstentions ~~as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,~~ and ~~shall~~broker ~~not be incorporated by reference in any filing under the Securities Act of 1933~~non-votes, as ~~amended~~applicable, orwith ~~the~~respect ~~Exchange~~to ~~Act~~each ~~regardless~~matter ofvoted ~~any~~upon ~~general~~are ~~incorporation~~set ~~language~~forth ~~in such filing, unless expressly incorporated by specific reference in such filing~~below.

~~Item 5~~1.02 ~~Departure of Directors or Certain Officers;~~ Election of Directors~~; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

On April 11, 2025, Reed Hastings informed the Company of his intent to transition from his executive officer position. Effective April 17, 2025, Reed Hastings will transition to serve as Chairman of the board of directors of the Company (the “Board”) and non-executive director.


Nominee	For	Against	Abstain	Broker Non-Votes
Richard Barton	301,889,176	30,032,357	397,291	36,475,592
Mathias Döpfner	324,274,787	7,608,539	435,498	36,475,592
Reed Hastings	316,496,227	15,460,675	361,922	36,475,592
Jay Hoag	71,428,414	259,865,864	1,024,546	36,475,592
Leslie Kilgore	317,845,512	14,082,051	391,261	36,475,592
Strive Masiyiwa	323,224,704	8,505,162	588,958	36,475,592
Ann Mather	316,357,478	15,539,577	421,769	36,475,592
Greg Peters	325,685,861	6,227,212	405,751	36,475,592
Ambassador Susan Rice	326,746,564	5,018,621	553,639	36,475,592
Ted Sarandos	325,664,547	6,265,084	389,193	36,475,592
Brad Smith	322,316,408	9,603,747	398,669	36,475,592
Anne Sweeney	321,005,495	10,911,746	401,583	36,475,592

OnAt ~~April~~the ~~11,~~Annual ~~2025~~Meeting, ~~Timothy~~Mr. ~~Haley~~Jay ~~informed~~Hoag ~~the~~did ~~Company~~not receive a majority of votes cast in his ~~decision~~election to ~~not~~the ~~stand~~board ~~for~~of ~~re-election~~directors as(the a“Board”). ~~director~~In ataccordance with the Company’s ~~2025~~director ~~annual~~resignation ~~meeting~~policy ~~of stockholders~~ (the “~~Annual~~Resignation ~~Meeting~~Policy”)., on June 5, 2025, Mr. ~~Haley’s~~Hoag ~~current~~offered ~~term~~his ~~will~~resignation ~~expire~~from at the ~~Annual~~Board, ~~Meeting~~conditioned upon Board acceptance. HeIn ~~will~~accordance ~~continue~~with tothe ~~serve~~Resignation asPolicy, athe ~~director~~Nominating and ~~Chair~~Governance ofCommittee (the ~~Compensation~~ “Committee”) of the Board ~~until~~will ~~the~~consider ~~Annual Meeting.~~ Mr. ~~Haley~~Hoag’s ~~decision~~resignation and recommend to ~~not~~the ~~stand~~Board ~~for~~regarding ~~re-election~~whether isto ~~not~~accept asor areject ~~result~~the ofresignation ~~any~~or ~~disagreement~~take ~~with~~other action. The Board will act on the ~~Company~~Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified.

~~Item 9~~2.01 ~~Financial~~The ~~Statements~~proposal ~~and~~to ~~Exhibits~~ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved.

(d) Exhibits


For	Against	Abstain
362,724,934	5,618,286	451,196

Exhibit Number			Description of Exhibit
99.1			Letter to Shareholders dated April 17, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

3. The advisory resolution to approve executive officer compensation was approved.


For	Against	Abstain	Broker Non-Votes
283,557,552	47,780,267	981,005	36,475,592

4. The non-binding stockholder proposal entitled, “Issue a Climate Transition Plan” was not approved.


For	Against	Abstain	Broker Non-Votes
34,679,761	295,413,267	2,225,796	36,475,592

5. The non-binding stockholder proposal entitled, “Proposal 5 - Proposal that Won 45% NFLX Shareholder Support” was not approved.


For	Against	Abstain	Broker Non-Votes
139,999,999	191,515,588	803,237	36,475,592

6. The non-binding stockholder proposal entitled, “Amend the Code of Ethics to enhance policies on non-discrimination, anti-harassment, and whistleblower protection” was not approved.


For	Against	Abstain	Broker Non-Votes
18,319,341	311,707,748	2,291,735	36,475,592

7. The non-binding stockholder proposal entitled, “Affirmative Action Risks” was not approved.


For	Against	Abstain	Broker Non-Votes
1,506,649	328,998,091	1,814,084	36,475,592

8. The non-binding stockholder proposal entitled, “Report on Charitable Giving” was not approved.


For	Against	Abstain	Broker Non-Votes
1,616,378	328,823,599	1,878,847	36,475,592

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:	~~April~~June 176, 2025
		/s/ Spencer Neumann
		/s/ David Hyman
		Spencer Neumann
		David Hyman
		Chief Financial Officer
		Chief Legal Officer and Secretary

Filing Compare · NETFLIX INC