NFLX 8-K: Smart Summary

Netflix, Inc. held its 2026 Annual Meeting of Stockholders on June 4, 2026, with 3,604,956,686 shares represented out of 4,210,798,528 eligible shares. A total of 7 proposals were voted on, including director elections, auditor ratification, executive compensation, and four shareholder proposals.

• Richard Barton — 2,890,552,335 for / 293,569,984 against (90.83%)
• Mathias Döpfner — 3,095,564,541 for / 88,255,588 against (97.23%)
• Jay Hoag — 2,963,137,418 for / 220,772,675 against (93.07%)
• Leslie Kilgore — 3,022,757,483 for / 161,519,241 against (94.93%)
• Strive Masiyiwa — 3,065,966,653 for / 116,111,549 against (96.35%)
• Ann Mather — 2,974,046,846 for / 209,779,251 against (93.41%)
• Elinor Mertz — 2,904,481,384 for / 279,720,178 against (91.22%)
• Greg Peters — 3,136,493,251 for / 47,643,671 against (98.51%)
• Ambassador Susan Rice — 3,036,111,037 for / 121,282,821 against (96.15%)
• Ted Sarandos — 3,136,476,403 for / 47,725,383 against (98.50%)
• Brad Smith — 3,053,236,826 for / 130,875,978 against (95.90%)
• Anne Sweeney — 3,062,936,509 for / 121,178,117 against (96.20%)

• Ratification of Ernst & Young LLP as independent registered public accounting firm for year ending December 31, 2026 — 3,484,393,106 for / 116,662,723 against / 3,900,857 abstain (96.74%) — passed
• Advisory resolution to approve named executive officer compensation — 2,660,768,297 for / 517,268,246 against / 13,430,079 abstain (83.70%) — passed

• On May 29, 2026, the Board of Directors appointed Jay Hoag to serve as Chairman of the Board
• The appointment is effective as of the conclusion of the Annual Meeting
• Mr. Hoag previously served as the Board's Lead Independent Director since 2012
• Mr. Hoag currently serves as chair of the Nominating and Governance Committee
• The Board determined it will no longer need a separate Lead Independent Director, as Mr. Hoag qualifies as an independent director under SEC rules and Nasdaq Stock Market listing standards

• Proposal 4 - Shareholder Right to Act by Written Consent — 1,418,042,922 for / 1,760,000,297 against / 13,423,403 abstain (44.63%) — failed
• ESG ROI Report — 33,052,499 for / 3,132,630,314 against / 25,783,809 abstain (1.04%) — failed
• Report on Politicized Brand Misalignment — 30,563,084 for / 3,133,020,650 against / 27,882,888 abstain (0.96%) — failed
• Adopt Cumulative Voting — 95,414,118 for / 3,076,876,412 against / 19,176,092 abstain (3.00%) — failed