NETFLIX INC0001065280false00010652802026-06-042026-06-04

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 4, 2026
__________________________________
NETFLIX, INC.
(Exact name of registrant as specified in its charter)
__________________________________
Delaware001-3572777-0467272
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareNFLXNASDAQ 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:
NomineeForAgainstAbstainBroker Non-Votes
Richard Barton2,890,552,335293,569,9847,344,303413,490,064
Mathias Döpfner3,095,564,54188,255,5887,646,493413,490,064
Jay Hoag2,963,137,418220,772,6757,556,529413,490,064
Leslie Kilgore3,022,757,483161,519,2417,189,898413,490,064
Strive Masiyiwa3,065,966,653116,111,5499,388,420413,490,064
Ann Mather2,974,046,846209,779,2517,640,525413,490,064
Elinor Mertz2,904,481,384279,720,1787,265,060413,490,064
Greg Peters3,136,493,25147,643,6717,329,700413,490,064
Ambassador Susan Rice3,036,111,037121,282,82134,072,764413,490,064
Ted Sarandos3,136,476,40347,725,3837,264,836413,490,064
Brad Smith3,053,236,826130,875,9787,353,818413,490,064
Anne Sweeney3,062,936,509121,178,1177,351,996413,490,064

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.
 
ForAgainstAbstain
3,484,393,106116,662,7233,900,857

3. The advisory resolution to approve named executive officer compensation was approved.
 
ForAgainstAbstainBroker Non-Votes
2,660,768,297517,268,24613,430,079413,490,064

4. The non-binding stockholder proposal entitled, “Proposal 4 - Shareholder Right to Act by Written Consent” was not approved.
 
ForAgainstAbstainBroker Non-Votes
1,418,042,9221,760,000,29713,423,403413,490,064

5. The non-binding stockholder proposal entitled, “ESG ROI Report” was not approved.
ForAgainstAbstainBroker Non-Votes
33,052,4993,132,630,31425,783,809413,490,064



6. The non-binding stockholder proposal entitled, “Report on Politicized Brand Misalignment” was not approved.
ForAgainstAbstainBroker Non-Votes
30,563,0843,133,020,65027,882,888413,490,064

7. The non-binding stockholder proposal entitled, “Adopt Cumulative Voting” was not approved.
ForAgainstAbstainBroker Non-Votes
95,414,1183,076,876,41219,176,092413,490,064

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.
 
NETFLIX, INC.
Date:June 5, 2026
/s/ David Hyman
David Hyman
Chief Legal Officer and Secretary