Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2022, Netflix, Inc. (the "Company") held its 2022 annual meeting of stockholders via the internet (the "Annual Meeting"), at which the stockholders voted to amend the Company's Restated Certificate of Incorporation (the "Charter") to declassify the Company's board of directors, eliminate supermajority voting provisions and create a new stockholder right to call a special meeting (collectively, the "Charter Amendments"). Detailed descriptions of the foregoing amendments were set forth in Management Proposals Two, Three and Four in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2022 (the "Proxy Statement"), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Company's Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1. These amendments became effective upon filing the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 7, 2022.

Additionally, the Board approved an amendment and restatement of the Company's bylaws (the "Bylaws"), which became effective concurrently with the effectiveness of the Amended and Restated Certificate of Incorporation. The Bylaws were amended and restated to:



•Implement a majority vote standard for the election of directors in uncontested
director elections, with a plurality vote standard applying to contested
director elections;
•Adopt a resignation policy consistent with the majority vote standard, so that
an incumbent director who does not receive the requisite affirmative majority of
the votes cast for his or her re-election will be required to promptly tender
his or her resignation to the Board, subject to acceptance by the Board;
•Declassify the board of directors to give effect to the Charter Amendments;
•Eliminate the supermajority stockholder vote required for stockholders to amend
the bylaws to give effect to the Charter Amendments;
•Create a new stockholder right to call a special meeting to give effect to the
Charter Amendments; and
•Make certain technical, conforming and administrative changes.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of Amended and Restated Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.2, the terms of which are incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Company's prior bylaws is attached hereto as Exhibit 3.3.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the voting results from the Company's Annual Meeting. As of April 4, 2022, the Company's record date, there were a total of 444,273,850 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 372,186,742 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 Proxy Statement.

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. The following individuals were elected as Class II directors at the Annual
Meeting to serve until the 2025 annual meeting of stockholders, by the following
votes:


    Nominee             For            Withheld         Broker Non-Votes
Timothy Haley       106,841,715       224,736,489          40,608,538


     Nominee              For            Withheld        Broker Non-Votes
Leslie Kilgore        256,888,302       74,689,902          40,608,538

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     Nominee              For            Withheld        Broker Non-Votes
Strive Masiyiwa       312,883,408       18,694,796          40,608,538


   Nominee            For            Withheld         Broker Non-Votes
Anne Mather       185,962,531       145,615,673          40,608,538

2. Management Proposal Two to declassify the board of directors was approved by the following votes:



     For            Against        Abstain        Broker Non-Votes
 330,239,856        886,263        452,085           40,608,538

3. Management Proposal Three to eliminate supermajority voting provisions was approved by the following votes:



     For            Against        Abstain        Broker Non-Votes
 330,293,640        886,119        398,445           40,608,538

4. Management Proposal Four to create a new stockholder right to call a special meeting was approved by the following votes:



     For            Against        Abstain        Broker Non-Votes
 330,270,028        950,494        357,682           40,608,538

5. 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, 2022 was approved by the following votes:



     For            Against        Abstain

368,789,366 3,026,261 371,115

6. The proposal to approve the Company's executive officer compensation on a non-binding advisory basis was not approved by the following votes:



     For             Against         Abstain        Broker Non-Votes
  89,265,430       241,753,093       559,681           40,608,538

7. The non-binding stockholder proposal entitled, "Proposal 7 - Simple Majority Vote" was approved by the following votes:



     For             Against         Abstain        Broker Non-Votes
 192,921,808       137,662,980       993,416           40,608,538

8. The non-binding stockholder proposal entitled, "Proposal 5 - Lobbying Activity Report" was approved by the following votes:



     For             Against         Abstain        Broker Non-Votes

199,195,615 130,697,414 1,685,175 40,608,538

Item 9.01 Financial Statements and Exhibits




(d) Exhibits
Exhibit Number         Description of Exhibit
  3.1                    Amended and Restated Certificate of Incorporation of Netflix, Inc.
  3.2                    Amended and Restated Bylaws of Netflix, Inc.
  3.3                    Marked Amended and Restated Bylaws of Netflix, Inc.
104                    Cover Page Interactive Data File (embedded within the inline XBRL document)

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