UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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NETFLIX, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Letter from Our Lead
Independent Director
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FELLOW SHAREHOLDERS,
As the world grapples with the greatest health crisis of our generation, the global impact of COVID-19 is daunting. Like you, we are focused on health and safety, and the general welfare of those around us. We are working to protect the well-being of our employees, and are taking steps to assist those directly impacted, while ensuring that we continue to operate our business as best we can under these difficult circumstances. We hope that Netflix can also provide some comfort to our members during these challenging times, whether by entertaining, enlightening, or simplyproviding an outlet for our members to remain connected while we wait for the world to stabilize. Through it all, our goal remains the sameto provide world class content that brings joy to our members around the globe. |
In 2019, Netflix entertained more than 160 million members with original stories that were nominated for 117 Emmys and an industry-leading 24 Academy Awards. We hit financial milestones, achieving $20 billion in revenue and $2.6 billion of operating income, and over the last decade, we were the highest-returning stock in the S&P 500. As consumers shift away from linear television, we seek to continue to redefine how the world watches movies and TV shows. Im honored to be a part of this consumer-centric company.
To continue to serve our members, we must be nimble and we must have the flexibility to plan and execute for the long term. Parts of our governance structure and our compensation program dont fit the typical mold we pay our employees with only cash and stock options, and we have a culture of transparency, providing the Board broad access to information and management as well as their decision making process. We believe these features have contributed to our success, but are also willing to revisit our positions. In 2019, we adopted proxy access for director elections.
Our recent say on pay vote showed that there are concerns about our unique approach to pay. We welcome the input from our shareholders and have gained valuable insights during our conversations with many of you throughout the past year. We appreciate the time you shared with us. We take your feedback seriously and hope that you value our willingness as a board to do what we believe is in the best interest of our shareholders, even when my fellow board members and I feel the consequences in the form of withhold votes.
A theme we heard frequently during our discussions was a call for clearer and more transparent disclosure. In response to this feedback we published an ESG report, referencing SASBs reporting framework for the Internet & Media Services and Media & Entertainment industries. We have also enhanced
this proxy statement, with the intent of providing clearer discussion of our governance and approach to executive compensation. We hope that weve made this years proxy easier to read.
We are proud of the role Netflix plays not only in entertaining our members but also ensuring more people see their lives and cultures reflected on screen. On behalf of the Board, we thank you for your investment and wish you and your families good health.
Warm regards,
Jay C. Hoag
Lead Independent Director
Notice of Annual Meeting
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2020
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To the Stockholders of Netflix, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Netflix, Inc., a Delaware corporation (the Company), will be held on June 4, 2020 at 3:00 p.m. Pacific Time. You can attend the Annual Meeting via the internet, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/NFLX2020 (there is no physical location for the Annual Meeting). You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:
1. | To elect three Class III directors to hold office until the 2023 Annual Meeting of Stockholders; |
2. | To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2020; |
3. | Advisory approval of the Companys executive officer compensation; |
4. | Approval of the Netflix, Inc. 2020 Stock Plan; |
5. | To consider three stockholder proposals, if properly presented at the Annual Meeting; |
6. | To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our common stock at the close of business on April 8, 2020 can vote at this meeting or any adjournments that may take place.
All stockholders are cordially invited to attend the meeting via the internet.
For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at the address of the Companys executive offices located at 100 Winchester Road, Los Gatos, California, 95032. If our offices are closed at that time due to COVID-19, including any related government restrictions, please email board@netflix.com to make alternate arrangements to examine the stockholder list. The stockholders list will also be available during the annual meeting by visiting www.virtualshareholdermeeting.com/NFLX2020 and entering your 16-Digit Control Number.
By order of the Board of Directors
David Hyman
Chief Legal Officer and Secretary
April 22, 2020
Los Gatos, California
YOUR VOTE IS IMPORTANT. PLEASE VOTE OVER THE INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIA THE INTERNET. IF YOU RECEIVED A PAPER PROXY CARD AND VOTING INSTRUCTIONS BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIA THE INTERNET.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2020: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.
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2020 PROXY STATEMENT 3
Directors Standing For Election
Three Class III directors, Reed Hastings, Jay Hoag and Mathias Döpfner, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Mr. Hastings, Mr. Hoag and Mr. Döpfner, each of whom is currently a director of the Company. If Mr. Hastings, Mr. Hoag or Mr. Döpfner is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Mr. Hastings, Mr. Hoag and Mr. Döpfner each has agreed to serve as a director of the Company if elected. The term of the office of directors elected at this Annual Meeting will continue until the Annual Meeting of Stockholders held in 2023 or until such directors successor has been duly elected or appointed and qualified, or until their earlier resignation or removal.
Nominee |
Age | Principal Occupation | ||||
Reed Hastings |
59 | Chief Executive Officer, President, Chairman of the Board, Netflix, Inc. | ||||
Jay C. Hoag |
61 | General Partner, Technology Crossover Ventures | ||||
Mathias Döpfner |
57 | Chairman and CEO of Axel Springer SE |
2020 PROXY STATEMENT 5
Board Overview
Our Board is comprised of 11 highly experienced, talented, and qualified directors with experience as board members and executives at some of the worlds most successful companies. We believe that this is the right Board, with the right structure and responsibilities, to navigate the changing competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from a US DVD-by-mail company to a global streaming company to one of the foremost producers of content in the world, while effectively managing risk and overseeing management performance. By successfully navigating this evolution, Netflix became the top performing stock in the S&P 500 from 2010 through 2019.
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Board Tenure
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Gender Diversity
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Board balances fresh thinking, new perspectives, and emerging skill needs with institutional knowledge and stability |
49% of our employees are women, and a significant portion of our subscribers are women; the board is increasingly reflecting that 4 of 11 directors are female | |||||||||
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Our Directors
Directors standing for election:
Reed Hastings
Chief Executive Officer of the Company, Chairman of the Board
Director and Chairman since 1997
Class III
Age: 59 |
Why this director is valuable to Netflix
Mr. Hastings, as co-founder and CEO, deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an MSCS in Artificial Intelligence from Stanford University, and has unique management and industry insights.
Also...
Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher in Swaziland. Mr. Hastings previously served on the board of Facebook, Inc. from 2011-2019. |
Career Snapshot:
Founder, CEO and Chairman of Netflix (since 1997)
Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software
Other Public Company Boards:
None
Committees:
None |
2020 PROXY STATEMENT 7
Jay C. Hoag
Lead Independent Director
Independent Director since 1999
Class III
Age: 61 |
Why this director is valuable to Netflix
As a venture capital investor, Jay brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management.
Also...
Mr. Hoag has been a technology investor and venture capitalist for more than 37 years, involved in a large number of technology investments including Altiris (acquired by Symantec), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, and Sybase. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies, including TechTarget, Inc. from 2004-2016. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. |
Career Snapshot:
Founding General Partner at Technology Crossover Ventures (since 1995), a venture capital firm
Other Public Company Boards:
Electronic Arts
Peloton Interactive
TripAdvisor
Zillow Group
Committees:
Nominating & Governance (Chair)1 |
Mathias Döpfner
Independent Director since 2018
Class III
Age: 57 |
Why this director is valuable to Netflix
As a media executive located in Germany, Mr. Döpfner brings international perspective, media experience and business acumen to the Board.
Also...
Mr. Döpfner has extensive experience in media and digital transformation and a strong track record of increasing revenues related to digital activities. He previously served on the boards of Vodafone Group plc (2015-2018) and Time Warner Inc. (2006-2018). Additionally his relationships and honorary offices at entities including the American Academy, the American Jewish Committee and the European Publishers Council among many others provide him with relevant insight and perspective in international media. He studied Musicology, German and Theatrical Arts in Frankfurt and Boston. |
Career Snapshot:
Chairman and CEO, Axel Springer SE, Europes leading digital publishing house (since 2002)
His former roles at Axel Springer SE include editor-in-chief of Die Welt (1998 2000) and as a member of the Management Board (starting in 2000)
Visiting Professor in media at University of Cambridge, St. Johns College (2010)
Other Public Company Boards:
None
Committees:
Compensation2 |
1. | Mr. Hoag served on Netflixs Compensation Committee until March 2020, and so is identified in this proxy as having been on the Compensation Committee during the fiscal year ending December 31, 2019, including being identified on the Compensation Committee report since he participated in the review, discussion and recommendation with respect to such report. |
2. | Mr. Döpfner joined the Netflix Compensation Committee in March 2020. |
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Directors not standing for election:
Richard Barton
Independent Director since 2002
Class I (expires 2021)
Age: 52 |
Why this director is valuable to Netflix
Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet.
Also...
Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 until 2018. He has served on many public company boards. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University. |
Career Snapshot:
Chief Executive and co-founder of Zillow-Group (since 2010)
Co-founder and Chairman of GlassDoor (2007-2018)
Founder and Chief Executive Officer of Expedia (1996-2003)
Other Public Company Boards:
Qurate (formerly Liberty Interactive)
Zillow Group
Committees:
Audit |
Rodolphe Belmer
Independent Director since 2018
Class I (expires 2021)
Age: 50 |
Why this director is valuable to Netflix
As a media executive located in France, Mr. Belmer brings a unique international perspective to the Board. In addition, his media experience and business acumen provides the Company with valuable insight as it expands its global operations.
Also...
Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of Frances HEC business school. |
Career Snapshot:
CEO of Eutelsat, the leading satellite operator in Europe, the Middle East and Africa (since 2016)
CEO of Canal + Group (2012 - 2015); various additional roles since joining in 2001
Other Public Company Boards:
None
Committees:
Compensation |
2020 PROXY STATEMENT 9
Timothy Haley
Independent Director since 1998
Class II (expires 2022)
Age: 65 |
Why this director is valuable to Netflix
As a venture capital investor, Mr. Haley brings strategic and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies. His executive recruiting background also provides the Board with insight into talent selection and management.
Also...
Mr. Haley was President of Haley Associates, an executive recruiting firm serving the high technology industry from 1986 1998, and serves on the boards of several private companies. Mr. Haley holds a B.A. from Santa Clara University. |
Career Snapshot:
Managing Director, Redpoint Ventures, a venture capital firm (since 1999)
Managing Director, Institutional Venture Partners, a venture capital firm (since 1998)
Other Public Company Boards:
2U, Inc.
Zuroa
Committees:
Compensation (Chair) |
Leslie Kilgore
Director since 2012 (Independent since 2015)
Class II (expires 2022)
Age: 54 |
Why this director is valuable to Netflix
Ms. Kilgores experience as a marketing executive with internet retailers and consumer product companies provides a unique business perspective and her numerous managerial positions provide strategic and operational experience to the Board.
Also...
As the former Chief Marketing Officer of Netflix, Ms. Kilgore deeply understands the Netflix business and is able to bring years of marketing experience to the Board. She holds an M.B.A. from the Stanford University Graduate School of Business and a B.S. from The Wharton School of Business at the University of Pennsylvania. She previously served on the board of LinkedIn Corp. from 2008-2016. |
Career Snapshot:
Chief Marketing Officer of Netflix (2000 2012)
Director of Marketing at Amazon (1999 2000)
Brand manager at The Procter & Gamble Company (1992 1999)
Other Public Company Boards:
Medallia
Committees:
Audit |
10 NETFLIX
Ann Mather
Independent Director since 2010
Class II (expires 2022)
Age: 59 |
Why this director is valuable to Netflix
Ms. Mathers experience as an executive with several major media companies provides a unique business perspective. As a former CFO and senior finance executive at major corporations, she brings more than 20 years of financial and accounting expertise to the Board. Additionally, Ms. Mathers numerous managerial positions and service on public company boards provides strategic, operational and corporate governance experience.
Also...
Ms. Mathers prior board experience includes Central European Media Enterprises Group, a developer and operator of national commercial channels and stations in central and eastern Europe; MoneyGram International, a global payment service company; Solazyme, Inc., a renewable oil and bioproducts company; and Shutterfly, Inc., a photography and image-sharing company (2013-2019). She has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. She received her M.A. from Cambridge University, and is an Honorary Fellow of Sidney Sussex College Cambridge. |
Career Snapshot:
Executive Vice President and CFO of Pixar (1999 2004)
Executive Vice President and CFO of Village Roadshow Pictures (1999)
Various executive positions at The Walt Disney Company (1993 1999)
Other Public Company Boards:
Alphabet (formerly Google)
Arista Networks
Glu Mobile
Committees:
Audit (Chair, financial expert)
|
Ambassador Susan Rice
Independent Director since 2018
Class II (expires 2022)
Age: 55 |
Why this director is valuable to Netflix
As a U.S. diplomat and National Security Advisor, Ambassador Rice brings her unique experience and expertise in international affairs, global security, governmental and public policy matters to the Board.
Also...
Ambassador Rice began her career as a management consultant with McKinsey and Company in Toronto, Canada, and she currently holds positions as a Research or Senior Fellow at institutions including American Universitys School of International Service, and Harvards Kennedy School of Government and was formerly a Senior Fellow at the Brookings Institution from 20022008. Ambassador Rice received a B.A from Stanford University and attended New College in Oxford as a Rhodes Scholar, earning both a Masters and a Doctorate of Philosophy in International Relations. |
Career Snapshot:
U.S. National Security Advisor (2013 2017)
U.S. Permanent Representative to the United Nations (2009 2013)
Assistant Secretary of State for African Affairs (1997 2001)
Special Assistant to the President, National Security Council, The White House (1995-1997)
Other Public Company Boards:
None
Committees:
Nominating & Governance |
2020 PROXY STATEMENT 11
Brad Smith
Independent Director since 2015
Class I (expires 2021)
Age: 61 |
Why this director is valuable to Netflix
With a leading role at Microsoft, Mr. Smith brings broad business and international experience on a variety of issues including government affairs and public policy to the Board. Mr. Smith also brings experience playing a key role in representing Microsoft externally and in leading Microsofts work on a number of critical issues including privacy, security, accessibility, environmental sustainability and digital inclusion, among others provides additional expertise to the Board.
Also...
Mr. Smith has led a push for diversity within Microsofts legal division, advocating for increasing employment of diverse employees at the company and associated law firms. Mr. Smith holds a B.A. in international relations and economics from Princeton, a J.D. from Columbia University School of Law and also studied international law and economics at the Graduate Institute of International Studies in Geneva. |
Career Snapshot:
President and Chief Legal Officer of Microsoft (since 2015); he originally joined Microsoft in 1993
Associate and then Partner, Covington & Burling (19861993)
Other Public Company Boards:
None
Committees:
Nominating & Governance |
Anne Sweeney
Independent Director since 2015
Class I (expires 2021)
Age: 62 |
Why this director is valuable to Netflix
Ms. Sweeney has held various senior positions with large entertainment companies, which provided her with broad strategic and operational experience. Her experience in the entertainment industry provides a unique business perspective to the Board as Netflix builds its global internet TV network.
Also...
Ms. Sweeneys entertainment experience spans more than three decades, including her oversight of Disneys cable, broadcast and satellite properties globally for 18 years. During that time, she was charged with launching and running over 118 Disney Channels in 164 countries in 34 languages, and had oversight over various ABC properties including ABC Television Network, ABC Studios and the Disney ABC Cable Networks Group. Prior to Disney, she was CEO of FX Networks, Inc. from 1993 to 1996 and spent more than 12 years at Viacoms Nickelodeon Network. She holds an Ed. M. From Harvard University and a B.A. from the College of New Rochelle. |
Career Snapshot:
Co-chair of Disney Media Networks and President of Disney/ABC Television Group (1996 2015)
Chairman and CEO of FX Networks, part of the Fox Entertainment Group/21st Century Fox (1993 1996)
Other Public Company Boards:
None
Committees:
Compensation |
12 NETFLIX
Board Skills and Experience
Our Board believes that having a diverse mix of directors with complementary skills, experience, and expertise is important to meeting its oversight responsibility. That diversity, combined with transparent and broad access to information and exposure to management beyond the executive officers, allows the Board to exercise effective management oversight and to ensure the care of our shareholders interests. Below are a number of skills that our Board members bring to Netflix. If an individual is not listed under a particular attribute, it does not signify a directors lack of ability to contribute in such area.
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Leadership
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🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 | ||||||
Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully. |
Richard Barton
Rodolphe Belmer
Mathias Döpfner
Timothy Haley
Reed Hastings
Jay Hoag |
Leslie Kilgore
Ann Mather
Ambassador Susan Rice
Brad Smith
Anne Sweeney | ||||||
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Strategy
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🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 | ||||||
Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully. |
Richard Barton
Rodolphe Belmer
Mathias Döpfner
Timothy Haley
Reed Hastings
Jay Hoag |
Leslie Kilgore
Ann Mather
Ambassador Susan Rice
Brad Smith
Anne Sweeney | ||||||
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Finance & Accounting
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🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 | ||||||
Management or oversight of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. |
Richard Barton
Rodolphe Belmer
Mathias Döpfner
Timothy Haley
Reed Hastings
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Jay Hoag
Leslie Kilgore
Ann Mather
Anne Sweeney | ||||||
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Entertainment & Media
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🌑 🌑 🌑 🌑 🌑 🌑 🌑 | ||||||
Experience and expertise with the entertainment and media industry, resulting in a deep understanding of consumer expectations and innovations in content and delivery. |
Richard Barton
Rodolphe Belmer
Mathias Döpfner
Reed Hastings |
Leslie Kilgore
Ann Mather
Anne Sweeney | ||||||
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Demographic Diversity
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🌑 🌑 🌑 🌑 🌑 🌑 | ||||||
Representation of gender, ethnic, race, geographic, cultural, or other perspectives that expand the Boards understanding of the needs and viewpoints of our members, partners, employees, governments, and other stakeholders worldwide. |
Rodolphe Belmer
Mathias Döpfner
Leslie Kilgore |
Ann Mather
Ambassador Susan Rice
Anne Sweeney |
2020 PROXY STATEMENT 13
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Global Business & Government Relations
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🌑 🌑 🌑 🌑 🌑 | ||||||
Expertise in global business cultures, consumer preferences, and /or government relations gained through local experience in international markets or senior positions overseeing public policy. |
Rodolphe Belmer
Mathias Döpfner
Ann Mather |
Ambassador Susan Rice
Brad Smith | ||||||
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Technology
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🌑 🌑 🌑 🌑 | ||||||
Experience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends, understand and manage technology related risks, generate disruptive innovation, and extend or create new business models. |
Richard Barton
Reed Hastings |
Jay Hoag
Brad Smith | ||||||
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Marketing
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🌑 🌑 🌑 | ||||||
Experience and expertise developing strategies to grow market share, package and position product offerings, build brand awareness and equity, and enhance enterprise reputation. |
Richard Barton
Rodolphe Belmer
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Leslie Kilgore | ||||||
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Human Capital Management
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🌑 🌑 | ||||||
Experience and expertise related to human resource issues such as attracting and retaining talent, succession planning, engagement of employees, and the development and evolution of culture, including the alignment of culture and long-term strategy. |
Timothy Haley
Reed Hastings |
Director Independence
The Board has determined that each of Messrs. Barton, Belmer, Döpfner, Haley, Hoag and Smith, and Mses. Kilgore, Mather, Rice and Sweeney are independent under the applicable rules of the SEC and the listing standards of the NASDAQ Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards.
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2020 PROXY STATEMENT 21
Communications with the Board
The Company provides a process for stockholders to send communications to the Board through the email address board@netflix.com. Information regarding stockholder communications with the Board can be found on the Companys Investor Relations website at https://www.netflixinvestor.com/governance/governance-docs/default.aspx.
22 NETFLIX
Name |
Option Awards ($)1 |
Total ($) |
||||||
Richard N. Barton |
366,555 | 366,555 | 2 | |||||
Rodolphe Belmer |
366,531 | 366,531 | 3 | |||||
Mathias Döpfner |
366,566 | 366,566 | 4 | |||||
Timothy M. Haley |
366,555 | 366,555 | 5 | |||||
Jay C. Hoag |
366,555 | 366,555 | 6 | |||||
Leslie Kilgore |
366,555 | 366,555 | 7 | |||||
Ann Mather |
366,555 | 366,555 | 8 | |||||
Susan E. Rice |
366,666 | 366,666 | 9 | |||||
Bradford L. Smith |
366,566 | 366,566 | 10 | |||||
Anne M. Sweeney |
366,566 | 366,566 | 11 |
1. | Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 as shown below. |
Grant Date |
Fair Value ($) |
|||
1/2/2019 |
31,886 | |||
2/1/2019 |
31,972 | |||
3/1/2019 |
31,971 | |||
4/1/2019 |
30,965 | |||
5/1/2019 |
31,025 | |||
6/3/2019 |
31,079 | |||
7/1/2019 |
29,794 | |||
8/1/2019 |
29,672 | |||
9/3/2019 |
29,760 | |||
10/1/2019 |
29,468 | |||
11/1/2019 |
29,460 | |||
12/2/2019 |
29,504 |
2. | Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2019 was 55,185. |
3. | Aggregate number of option awards outstanding held by Mr. Belmer at December 31, 2019 was 4,479. |
4. | Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2019 was 2,919. |
5. | Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2019 was 35,627. |
6. | Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2019 was 53,547. |
7. | Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2019 was 12,425. |
8. | Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2019 was 14,667. |
9. | Aggregate number of option awards outstanding held by Ms. Rice at December 31, 2019 was 4,029. |
10. | Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2019 was 21,673. |
11. | Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2019 was 9,506. |
24 NETFLIX
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Our Auditors Ratification of Appointment of Independent Registered Public Accounting Firm
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The Board unanimously recommends that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as the companys independent registered public accounting firm for the year ending December 31, 2020 |
2020 PROXY STATEMENT 27
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of the Board
The Audit Committee engages and supervises the Companys independent registered public accounting firm and oversees the Companys financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation of financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Companys annual report on Form 10-K for the year ended December 31, 2019 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments made by management and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with Ernst & Young LLP (Ernst & Young), the Companys independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the Companys audited financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality of the Companys accounting principles and the other matters required to be discussed with the Audit Committee under the auditing standards generally accepted in the United States of America, including the matters required by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee has discussed with Ernst & Young its independence from management and the Company, including the written disclosures and the letter regarding its independence as required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence.
The Audit Committee also reviewed the fees paid to Ernst & Young during the year ended December 31, 2019 for audit and non-audit services, which fees are described under the heading Principal Accountant Fees and Services. The Audit Committee has determined that the rendering of all non-audit services by Ernst & Young were compatible with maintaining its independence.
The Audit Committee discussed with Ernst & Young the overall scope and plans for its audit. The Audit Committee met with Ernst & Young, with and without management present, to discuss the results of its examinations, its evaluations of the Companys internal controls, and the overall quality of the Companys financial reporting.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.
Audit Committee of the Board
Richard N. Barton
Leslie Kilgore
Ann Mather
2020 PROXY STATEMENT 29
Our executive officers are as follows:
Executive Officers |
Age | Position | ||||
Reed Hastings |
59 | Chief Executive Officer, President, Chairman of the Board | ||||
David Hyman |
54 | Chief Legal Officer and Secretary | ||||
Jessica Neal |
43 | Chief Talent Officer | ||||
Spencer Neumann |
50 | Chief Financial Officer | ||||
Greg Peters |
49 | Chief Product Officer | ||||
Ted Sarandos |
55 | Chief Content Officer | ||||
Rachel Whetstone |
52 | Chief Communications Officer |
For more information about Mr. Hastings, see Proposal One Election of Directors. Information about our other executive officers is set forth below:
David Hyman
Chief Legal Officer
Age: 54 |
About:
As Chief Legal Officer, David is responsible for all legal and public policy matters for the Company. He also serves as the Companys Secretary.
Also...
David practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, DC. He earned his JD and Bachelors degrees from the University of Virginia. |
Career Snapshot:
Chief Legal Officer and Secretary of Netflix (since 2002)
Prior: General Counsel of Webvan, an online internet retailer
|
Jessica Neal
Chief Talent Officer
Age: 43 |
About:
Jessica leads the team that maintains the Companys unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth.
Also...
Jessica is a Netflix veteran, starting at the company in 2006 when DVD was king and streaming just a dream, and has been heavily involved in improving the Netflix culture as the company grew. After roles at Coursera and Scopley, she rejoined the Netflix team in her current role. Jessica also serves on the board of directors of the Association for Talent Development. |
Career Snapshot:
Chief Talent Officer at Netflix (since 2017)
Prior: Chief People Officer at Scopely, a leading player in the mobile gaming industry (2015-2017) Head of Human Resources at Coursera, which provides online access to the worlds best university courses
|
2020 PROXY STATEMENT 31
Spencer Neumann
Chief Financial Officer
Age: 50 |
About:
Spencer was named CFO of Netflix in January of 2019, utilizing his finance and accounting experience in software, media and service oriented companies to continue to build on the companys track record of success and innovation.
Also...
Spencer also worked at the private equity firms of Providence Equity Partners and Summit Partners. Additional positions at The Walt Disney Company, which he initially joined in 1992, included executive vice president of the ABC Televisions Network and CFO of the Walt Disney Internet Group. He is a member of the national board of directors of Make-A-Wish America. Spencer holds both a B.A. in economics and an M.B.A. from Harvard University. |
Career Snapshot:
CFO of Netflix (since 2019)
Prior: CFO of Activision Blizzard, a video gaming company (2017-2019) CFO and executive vice president of Global Guest Experience of Walt Disney Parks and Resorts, among other positions at the Walt Disney Company, a diversified multinational media and entertainment company (2012-2017)
|
Greg Peters
Chief Product Officer
Age: 49 |
About:
As Chief Product Officer, Greg leads the product team, which designs, builds and optimizes the Netflix experience including applications and user interfaces.
Also...
Greg previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. He holds a degree in physics and astronomy from Yale University. Greg joined the board of 2U, Inc., a global leader in education technology, in March of 2018. |
Career Snapshot:
Chief Product Officer of Netflix (since 2017)
Prior: International Development Officer of Netflix (2015-2017) Chief Streaming and Partnerships Officer of Netflix Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company
|
32 NETFLIX
Ted Sarandos
Chief Content Officer
Age: 55 |
About:
Ted oversees the teams responsible for the acquisition and creation of all Netflix content including original series from around the world. He has been responsible for all content operations since 2000, and led the companys transition into original content production that began in 2013 with the launch of series such as House of Cards, Arrested Development and Orange is the New Black.
Also...
With more than 20 years experience in home entertainment, Ted is recognized in the industry as an innovator in film acquisition and distribution and was named one of Time Magazines 100 Most Influential People of 2013. He is a Henry Crown Fellow at the Aspen Institute and serves on the board of Exploring The Arts, a nonprofit focused on arts in schools. Ted also serves on the Film Advisory Board for the Tribeca and Los Angeles Film Festivals, is an American Cinematheque board member, an Executive Committee Member of the Academy of Television Arts & Sciences and is a trustee of the American Film Institute. |
Career Snapshot:
Chief Content Office of Netflix (since 2000)
Prior: Executive at video distributor ETD and Video City/West Coast video, a video rental retail chain Producer/Executive Producer for award-winning and critically acclaimed documentaries and independent films including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends.
|
Rachel Whetstone
Chief Communications Officer
Age: 52 |
About:
Rachel is responsible for leading communications on a global basis.
Also...
Rachel has spent the last 13 years working on communications and policy issues for US technology companies. She also serves as a director of Udacity. Rachel is a graduate of Bristol University and spent the first half of her career working as a policy advisor for the UK Conservative Party. |
Career Snapshot:
Chief Communications Officer at Netflix (since 2018)
Prior: Vice President of Communications at Facebook, a social media and technology company (2017-2018) Senior Vice President of Communications & Public Policy at Uber, a multinational ride-sharing company (2015-2017) Senior Vice President of Communications & Public Policy at Google, an internet-related services and products company |
There are no family relationships among any of our directors, nominees for director and executive officers.
2020 PROXY STATEMENT 33
2020 PROXY STATEMENT 35
A Message from the Compensation Committee Chair
We have designed the Netflix compensation program to be simple, highly aligned with our shareholders interests, and to attract and retain the most talented employees from around the globe. We understand that our program is different. However, in light of Netflixs long-term stock performance, our low voluntary employee turnover rate of 4%, and our three-year average dilution rate of just 0.55%, we believe that different is better for our company and our shareholders.
We recognize that with our Say-on-Pay proposal receiving 49.8% approval last year, many shareholders may not share our perspective. Following our last annual meeting, I and other members of the Board met with shareholders to better understand their concerns and questions about our compensation program. This effort provided an opportunity for us to hear shareholder views, and to explain our rationale behind the various elements of the program.
Our shareholder engagement efforts highlighted that we could do a better job of explaining our program to investors. Our goal is to do that here in this CD&A and achieve an improved understanding of our executive compensation program, as I believe we accomplished during our direct shareholder discussions.
The key elements of our program and how they align with our compensation philosophy are as follows:
| Only two components, salary and stock options. Our compensation program consists of only salary and stock options. It is the same program for our executives as it is for other full-time Netflix employees. We use options as we believe that they correlate compensation with shareholder returns, and encourage a long-term perspective, especially given how weve designed the stock option allocation portion of our program in which employees can allocate cash compensation toward stock options. Importantly, as described below, the stock price needs to appreciate 40% before the employee is better off allocating cash to stock options. We do not use performance-based bonuses as we believe that they tend to incentivize specific, typically short-term focused behavior rather than encourage long-term shareholder value creation. |
| Personal Choice. We set a dollar-denominated compensation amount for each employee (allocatable compensation) who can then choose to allocate any portion of that compensation amount toward stock options. We believe that providing choice and flexibility helps us better compete for talent as the individual employee can customize their compensation to fit varying lifestyle needs. |
| Monthly Grants. We grant options on the first trading day of each month with the number of options granted based on the closing stock price on that trading day. We believe granting options monthly provides a dollar cost averaging effectunlike annual grants which are more subject to the vagaries of the marketwhich helps reduce the potential negative impacts with employee distraction and morale. |
| Minimum option grants. In addition to the choice outlined above, each salaried employee, including executive officers, is awarded a minimum annual stock option allowance (generally based upon 5% of their total allocatable compensation) so that each employee is invested in the long-term success of the Company and aligned with shareholders regardless of whether they allocate cash compensation to the stock option program. |
36 NETFLIX
| Objective and Transparent Stock Option Grant Formula. The number of monthly options granted is determined by the following formula: |
(the amount of an employees total annual stock option allocation/12) |
(the closing trading price of a share of our stock on the grant date x 0.40) |
For example:
If the stock price is $375 on the date of grant and the recipient allocated $1,500 per month of their allocatable compensation to stock options, the recipient would receive 10 stock options with an exercise price of $375.
$1500 | = | 1500 | = | 10 options with an exercise price of $375. | ||||
$375*0.40 | 150 |
The stock price would need to rise to $525 (40% appreciation from $375) for the recipient to earn back the $1,500 of cash they traded for the options:
$525- $375 = $150 x 10 shares = $1,500
Anything below a 40% appreciation in the stock means that the employee would have been better off electing cash. We believe that this structure significantly aligns our employee interest with that of our shareholders.
In 2019, 100% of Named Executive Officers elected to allocate a portion of their cash compensation to this stock option program. Our CEO allocated 97.7% of his cash compensation toward our stock option program and the average election across our Named Executive Officers was 46.5%.
| Vested 10-year Options. We grant fully vested 10-year options, which means that employees have 10 years from the date of grant to exercise their options. We believe a 10-year option life is important to encourage participation in the equity portion of our program and reinforce a long-term focus. As the options generally must increase by 40% from the date of grant before they break even with the traded cash, as a practical matter, it takes time before it is worthwhile for an employee to exercise the vested options. |
We do not believe that vesting over a certain period of time and forced exercise upon termination creates a healthy environment or secures a high-performing workforce. We want our employees to stay at Netflix because they are passionate about their roles and want to help Netflix be successful in the long run, rather than merely waiting for their options to vest.
The Board and Compensation Committee continue to strongly believe that our programs design is a significant contributor to Netflixs success and is highly aligned with shareholder interests. Therefore, we are not making material changes to the executive compensation program for 2020. However, in response to other feedback we have received, we have attempted to better describe our program and have added an anti-hedging and anti-pledging policy. We will continue to explore ways that we can implement changes to the program desired by shareholders while preserving the programs general design and value to Netflix and our shareholders.
Thank you for being a shareholder and joining us on this journey to change the way people are entertained. We appreciate your commitment to Netflix and we will continue to endeavor to make your commitment worthwhile.
Tim Haley
Compensation Committee Chairperson
2020 PROXY STATEMENT 37
38 NETFLIX
2020 PROXY STATEMENT 39
40 NETFLIX
2020 PROXY STATEMENT 41
Executive Compensation in 2019
Each year, we allow our Named Executive Officers to allocate their compensation between cash and stock options. Each year, our executives continue to express their confidence in the Company and our growth strategy by electing to receive a substantial percentage of their compensation through at-risk stock option awards. These elections are made prior to the compensation year and are irrevocable. For 2019, the following elections were made by our executive team:
Named Executive Officer |
Allocatable Compensation ($) |
Amount of Allocatable Compensation Elected to be received as Stock Options (%) |
Amount of Allocatable Compensation Elected to be received as Cash Salary (%) |
|||||||||
Reed Hastings, Chief Executive Officer, President, |
30,000,000 | 97.7 | 2.3 | |||||||||
Spencer Neumann, Chief Financial Officer |
9,524,000 | 47.5 | 52.5 | |||||||||
Ted Sarandos, Chief Content Officer |
30,000,000 | 40.0 | 60.0 | |||||||||
Greg Peters, Chief Product Officer |
16,000,000 | 37.5 | 62.5 | |||||||||
David Hyman, Chief Legal Officer |
7,000,000 | 50.0 | 50.0 | |||||||||
David Wells, former Chief Financial Officer |
6,000,000 | 41.7 | 58.3 | |||||||||
Kelly Bennett, former Chief Marketing Officer |
7,000,000 | 11.4 | 88.6 |
42 NETFLIX
2020 PROXY STATEMENT 43
After considering the above, in 2019, the compensation components for the Named Executive Officers were as follows. Please see the Summary Executive Compensation table provided in this Proxy Statement for a complete description of the compensation of the Named Executive Officers:
Name and Position |
2019 Annual Cash Salary ($) |
2019 ($)1 |
||||||
Reed Hastings, Chief Executive Officer, President, Chairman of the Board |
700,000 | 30,800,000 | ||||||
Spencer Neumann, Chief Financial Officer |
5,000,000 | 5,000,000 | ||||||
Ted Sarandos, Chief Content Officer |
18,000,000 | 13,500,000 | ||||||
Greg Peters, Chief Product Officer |
10,000,000 | 6,800,000 | ||||||
David Hyman, Chief Legal Officer |
3,500,000 | 3,850,000 | ||||||
David Wells, former Chief Financial Officer |
3,500,000 | 2,800,000 | ||||||
Kelly Bennett, former Chief Marketing Officer |
6,200,000 | 1,150,000 |
1. | The dollar amounts set forth in this column are different than the amounts in the Option Awards column of the Summary Executive Compensation table because the amounts in this column are reflective of the total compensation amount attributable to stock option grants, rather than the accounting valuation which is reflected in the Summary Executive Compensation table. |
44 NETFLIX
Name and Position |
2020 Annual Salary ($) |
2020 Annual Stock Option Allocation1 |
2020 Monthly Stock Option Allocation1 |
|||||||||
Reed Hastings |
650,000 | 34,000,000 | 2,833,333 | |||||||||
Spencer Neumann |
6,050,000 | 5,500,000 | 458,333 | |||||||||
Ted Sarandos |
20,000,000 | 14,650,000 | 1,220,833 | |||||||||
Greg Peters |
12,000,000 | 6,900,000 | 575,000 | |||||||||
David Hyman |
5,500,000 | 3,950,000 | 329,167 |
1. | Includes the annual stock option allowance of 5% of allocatable compensation. |
2020 PROXY STATEMENT 45
46 NETFLIX
2020 PROXY STATEMENT 47
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Companys Annual Report on Form 10-K for the year ended December 31, 2019.
Compensation Committee of the Board
Rodolphe Belmer
Timothy M. Haley
Jay C. Hoag
Anne Sweeney
48 NETFLIX
Officers and Other Matters
Summary Executive Compensation
The following Summary Executive Compensation table sets forth information concerning the compensation paid by the Company to: (i) the Chief Executive Officer (the Companys principal executive officer), (ii) the Chief Financial Officer (the Companys principal financial officer), and (iii) the Companys other named executive officers listed below. A description of the method for determining the amount of salary in proportion to total compensation is set forth above in Compensation Discussion and Analysis.
Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Option Awards ($)1 |
Non-Equity Incentive Plan Compensation ($)2 |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
Reed Hastings
Chief Executive Officer, President, Chairman of the Board |
2019 | 700,000 | 37,411,492 | | 465,637 | 5 | 38,577,129 | |||||||||||||||||||||
2018 | 700,000 | 35,380,417 | | | 36,080,417 | |||||||||||||||||||||||
2017 | 850,000 | 23,527,499 | | | 24,377,499 | |||||||||||||||||||||||
Spencer Neumann
Chief Financial Officer |
2019 | 4,981,693 | 3 | 1,700,000 | 4 | 5,272,020 | |
|
|
29,008 | 6 | 11,982,721 | ||||||||||||||||
Ted Sarandos
Chief Content Officer |
2019 | 18,000,000 | 16,575,902 | | 98,497 | 7 | 34,674,399 | |||||||||||||||||||||
2018 | 12,000,000 | 17,615,220 | | 32,251 | 8 | 29,647,471 | ||||||||||||||||||||||
2017 | 1,000,000 | 12,389,532 | 9,045,000 | 8,100 | 9 | 22,442,632 | ||||||||||||||||||||||
Greg Peters
Chief Product Officer |
2019 | 10,000,000 | 8,287,734 | | 340,976 | 10 | 18,628,710 | |||||||||||||||||||||
2018 | 6,000,000 | 7,985,902 | | 832,687 | 11 | 14,818,589 | ||||||||||||||||||||||
2017 | 1,000,000 | 3,725,022 | 2,763,750 | 1,748,718 | 12 | 9,237,490 | ||||||||||||||||||||||
David Hyman13
Chief Legal Officer |
2019 | 3,500,000 | 4,643,129 | | 15,550 | 14 | 8,158,679 | |||||||||||||||||||||
2018 | 2,500,000 | 3,914,510 | | 11,890 | 15 | 6,426,400 | ||||||||||||||||||||||
2017 | 1,761,538 | 1,435,074 | 1,608,000 | 309,027 | 16 | 5,113,639 | ||||||||||||||||||||||
Kelly Bennett17
Former Chief Marketing Officer |
2019 | 3,234,615 | 18 | 702,806 | | 5,287,099 | 19 | 9,224,520 | ||||||||||||||||||||
2018 | 5,284,616 | 1,124,402 | | 47,550 | 20 | 6,456,568 | ||||||||||||||||||||||
David Wells
Former Chief Financial Officer |
2019 | 365,385 | 21 | 260,975 | | 4,506,222 | 22 | 5,132,582 | ||||||||||||||||||||
2018 | 2,800,000 | 3,030,461 | | 8,250 | 23 | 5,838,711 | ||||||||||||||||||||||
2017 | 2,500,000 | 2,127,673 | | 553,641 | 24 | 5,181,314 |
1. | Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the respective fiscal year. The dollar amounts set forth in the Option Awards column are different than the stock option allocation amounts described in the section above entitled Compensation Discussion and Analysis |
2020 PROXY STATEMENT 49
because the stock option allocation amounts are reflective of the total compensation amount attributable to stock option grants, rather than the accounting valuation. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 7 to the Companys consolidated financial statements for the fiscal year ended December 31, 2019 and the discussion under Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and EstimatesStock-Based Compensation in the Companys Form 10-K filed with the SEC on January 29, 2020. |
2. | In accordance with the Companys Performance Bonus Plan as approved by the Compensation Committee, the dollar amounts represent the amount earned in 2017 for the achievement of the established performance goals. |
3. | Amount reflects the prorated payment of Mr. Neumanns salary based on his employment start date of January 7, 2019. |
4. | Amount represents a one-time cash payment Mr. Neumann received upon joining the Company, which served as an inducement for him to join the Company. |
5. | Includes $465,637 for personal use of company aircraft. |
6. | Includes $6,731 representing our matching contribution made under our 401(k) plan and $22,277 for car services. |
7. | Includes $9,800 representing our matching contribution made under our 401(k) plan, $74,282 for personal use of company aircraft and $14,415 for car services. |
8. | Includes $8,250 representing our matching contribution made under our 401(k) plan, $19,599 for personal use of company aircraft, and $4,402 for commuting expenses. |
9. | Includes $8,100 representing our matching contribution made under our 401(k) plan. |
10. | Includes $340,471 for personal use of company aircraft and $505 for commuting expenses. |
11. | Includes $829,025 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $3,662 for commuting expenses. |
12. | Includes $1,746,105 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment and $2,613 for commuting expenses. |
13. | Mr. Hyman was not a Named Executive Officer for 2018 but was a Named Executive Officer for 2017. |
14. | Includes $9,800 representing our matching contribution made under our 401(k) plan, $1,481 reimbursed by the Company for tax preparation, $4,118 for commuting expenses, and $151 for car services. |
15. | Includes $8,250 representing our matching contribution made under our 401(k) plan and $3,640 for commuting expenses. |
16. | Includes $8,100 representing our matching contribution made under our 401(k) plan and payment of $300,155 for living allowances, taxes paid by the Company to tax equalize the employee for an expatriate assignment and $772 of commuting expenses. |
17. | Mr. Bennett was not a Named Executive Officer for 2017. |
18. | Amount reflects the prorated payment of Mr. Bennetts salary based on his employment end date of June 30, 2019. |
19. | Includes $9,800 representing our matching contribution made under our 401(k) plan, $1,481 paid by the Company for tax preparation, $25,818 for car services and $5,250,000 calculated in accordance with the Severance Plan. |
20. | Includes $8,250 representing our matching contribution made under our 401(k) plan and payment of $13,532 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment, $25,327 for car services and $441 for commuting expenses. |
21. | Amount reflects the prorated payment of Mr. Wellss salary based on his employment end date of January 18, 2019. |
22. | Includes $4,711 representing our matching contribution made under our 401(k) plan, $1,511 paid by the Company for tax preparation, $4,500,000 calculated in accordance with the Severance Plan. |
23. | Includes $8,250 representing our matching contribution made under our 401(k) plan. |
24. | Includes $8,100 representing our matching contribution made under our 401(k) plan and payment of $545,541 for living allowances and taxes paid by the Company to tax equalize the employee for an expatriate assignment. |
50 NETFLIX
Grants of Plan-Based Awards
The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2019. As described above in Compensation Discussion and Analysis, the Company grants employees, including the Named Executive Officers, fully vested stock options on a monthly basis. These stock options can generally be exercised up to 10 years following the date of grant, regardless of employment status. These are the only equity awards made to the Named Executive Officers. The material terms of these stock option grants, including the formula for determining the number of stock options to be granted, are set forth above in Compensation Discussion and Analysis.
Name |
Grant Date |
All Other (#) |
Exercise ($/Sh) |
Grant Date ($) |
||||||||||||
Reed Hastings |
1/2/2019 | 22,338 | 267.66 | 3,056,980 | ||||||||||||
Reed Hastings |
2/1/2019 | 18,881 | 339.85 | 3,280,781 | ||||||||||||
Reed Hastings |
3/1/2019 | 17,958 | 357.32 | 3,280,804 | ||||||||||||
Reed Hastings |
4/1/2019 | 17,486 | 366.96 | 3,185,022 | ||||||||||||
Reed Hastings |
5/1/2019 | 16,939 | 378.81 | 3,185,022 | ||||||||||||
Reed Hastings |
6/3/2019 | 19,061 | 336.63 | 3,184,943 | ||||||||||||
Reed Hastings |
7/1/2019 | 17,130 | 374.60 | 3,056,095 | ||||||||||||
Reed Hastings |
8/1/2019 | 20,083 | 319.50 | 3,055,914 | ||||||||||||
Reed Hastings |
9/3/2019 | 22,181 | 289.29 | 3,056,021 | ||||||||||||
Reed Hastings |
10/1/2019 | 23,802 | 269.58 | 3,023,273 | ||||||||||||
Reed Hastings |
11/1/2019 | 22,373 | 286.81 | 3,023,393 | ||||||||||||
Reed Hastings |
12/2/2019 | 20,699 | 309.99 | 3,023,244 | ||||||||||||
Spencer Neumann |
2/1/2019 | 1,308 | 339.85 | 227,279 | ||||||||||||
Spencer Neumann |
3/1/2019 | 2,916 | 357.32 | 532,733 | ||||||||||||
Spencer Neumann |
4/1/2019 | 2,838 | 366.96 | 516,933 | ||||||||||||
Spencer Neumann |
5/1/2019 | 2,750 | 378.81 | 517,079 | ||||||||||||
Spencer Neumann |
6/3/2019 | 3,095 | 336.63 | 517,150 | ||||||||||||
Spencer Neumann |
7/1/2019 | 2,781 | 374.60 | 496,147 | ||||||||||||
Spencer Neumann |
8/1/2019 | 3,260 | 319.50 | 496,055 | ||||||||||||
Spencer Neumann |
9/3/2019 | 3,601 | 289.29 | 496,133 |
2020 PROXY STATEMENT 51
Name |
Grant Date |
All Other (#) |
Exercise ($/Sh) |
Grant Date ($) |
||||||||||||
Spencer Neumann |
10/1/2019 | 3,864 | 269.58 | 490,796 | ||||||||||||
Spencer Neumann |
11/1/2019 | 3,632 | 286.81 | 490,813 | ||||||||||||
Spencer Neumann |
12/2/2019 | 3,361 | 309.99 | 490,899 | ||||||||||||
Ted Sarandos |
1/2/2019 | 11,091 | 267.66 | 1,517,816 | ||||||||||||
Ted Sarandos |
2/1/2019 | 8,276 | 339.85 | 1,438,046 | ||||||||||||
Ted Sarandos |
3/1/2019 | 7,871 | 357.32 | 1,437,978 | ||||||||||||
Ted Sarandos |
4/1/2019 | 7,664 | 366.96 | 1,395,975 | ||||||||||||
Ted Sarandos |
5/1/2019 | 7,425 | 378.81 | 1,396,115 | ||||||||||||
Ted Sarandos |
6/3/2019 | 8,355 | 336.63 | 1,396,055 | ||||||||||||
Ted Sarandos |
7/1/2019 | 7,508 | 374.60 | 1,339,472 | ||||||||||||
Ted Sarandos |
8/1/2019 | 8,802 | 319.50 | 1,339,349 | ||||||||||||
Ted Sarandos |
9/3/2019 | 9,723 | 289.29 | 1,339,601 | ||||||||||||
Ted Sarandos |
10/1/2019 | 10,433 | 269.58 | 1,325,175 | ||||||||||||
Ted Sarandos |
11/1/2019 | 9,806 | 286.81 | 1,325,142 | ||||||||||||
Ted Sarandos |
12/2/2019 | 9,073 | 309.99 | 1,325,180 | ||||||||||||
Greg Peters |
1/2/2019 | 5,137 | 267.66 | 703,004 | ||||||||||||
Greg Peters |
2/1/2019 | 4,168 | 339.85 | 724,236 | ||||||||||||
Greg Peters |
3/1/2019 | 3,965 | 357.32 | 724,379 | ||||||||||||
Greg Peters |
4/1/2019 | 3,861 | 366.96 | 703,270 | ||||||||||||
Greg Peters |
5/1/2019 | 3,739 | 378.81 | 703,040 | ||||||||||||
Greg Peters |
6/3/2019 | 4,209 | 336.63 | 703,291 | ||||||||||||
Greg Peters |
7/1/2019 | 3,782 | 374.60 | 674,731 | ||||||||||||
Greg Peters |
8/1/2019 | 4,434 | 319.50 | 674,696 | ||||||||||||
Greg Peters |
9/3/2019 | 4,897 | 289.29 | 674,692 | ||||||||||||
Greg Peters |
10/1/2019 | 5,255 | 269.58 | 667,477 | ||||||||||||
Greg Peters |
11/1/2019 | 4,939 | 286.81 | 667,436 | ||||||||||||
Greg Peters |
12/2/2019 | 4,570 | 309.99 | 667,483 | ||||||||||||
David Hyman |
1/2/2019 | 2,549 | 267.66 | 348,833 |
52 NETFLIX
Name |
Grant Date |
All Other (#) |
Exercise ($/Sh) |
Grant Date ($) |
||||||||||||
David Hyman |
2/1/2019 | 2,360 | 339.85 | 410,076 | ||||||||||||
David Hyman |
3/1/2019 | 2,245 | 357.32 | 410,146 | ||||||||||||
David Hyman |
4/1/2019 | 2,186 | 366.96 | 398,173 | ||||||||||||
David Hyman |
5/1/2019 | 2,117 | 378.81 | 398,057 | ||||||||||||
David Hyman |
6/3/2019 | 2,383 | 336.63 | 398,180 | ||||||||||||
David Hyman |
7/1/2019 | 2,141 | 374.60 | 381,967 | ||||||||||||
David Hyman |
8/1/2019 | 2,511 | 319.50 | 382,084 | ||||||||||||
David Hyman |
9/3/2019 | 2,772 | 289.29 | 381,916 | ||||||||||||
David Hyman |
10/1/2019 | 2,976 | 269.58 | 378,004 | ||||||||||||
David Hyman |
11/1/2019 | 2,796 | 286.81 | 377,840 | ||||||||||||
David Hyman |
12/2/2019 | 2,587 | 309.99 | 377,851 | ||||||||||||
Kelly Bennett |
1/2/2019 | 739 | 267.66 | 101,133 | ||||||||||||
Kelly Bennett |
2/1/2019 | 705 | 339.85 | 122,502 | ||||||||||||
Kelly Bennett |
3/1/2019 | 670 | 357.32 | 122,404 | ||||||||||||
Kelly Bennett |
4/1/2019 | 653 | 366.96 | 118,942 | ||||||||||||
Kelly Bennett |
5/1/2019 | 633 | 378.81 | 119,022 | ||||||||||||
Kelly Bennett |
6/3/2019 | 711 | 336.63 | 118,802 | ||||||||||||
David Wells |
1/2/2019 | 1,907 | 267.66 | 260,975 |
2020 PROXY STATEMENT 53
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2019. All options are fully vested and can generally be exercised up to 10 years following the date of grant.
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Reed Hastings |
83,692 | 9.96 | 3/1/2020 | |||||||||
Reed Hastings |
77,777 | 10.71 | 4/1/2020 | |||||||||
Reed Hastings |
57,197 | 14.57 | 5/3/2020 | |||||||||
Reed Hastings |
54,369 | 15.33 | 6/1/2020 | |||||||||
Reed Hastings |
53,193 | 15.67 | 7/1/2020 | |||||||||
Reed Hastings |
57,260 | 14.55 | 8/2/2020 | |||||||||
Reed Hastings |
43,239 | 19.27 | 9/1/2020 | |||||||||
Reed Hastings |
37,716 | 22.09 | 10/1/2020 | |||||||||
Reed Hastings |
34,853 | 23.91 | 11/1/2020 | |||||||||
Reed Hastings |
29,148 | 28.59 | 12/1/2020 | |||||||||
Reed Hastings |
32,697 | 25.49 | 1/3/2021 | |||||||||
Reed Hastings |
41,097 | 30.41 | 2/1/2021 | |||||||||
Reed Hastings |
42,763 | 29.23 | 3/1/2021 | |||||||||
Reed Hastings |
36,141 | 34.58 | 4/1/2021 | |||||||||
Reed Hastings |
36,890 | 33.88 | 5/2/2021 | |||||||||
Reed Hastings |
32,739 | 38.18 | 6/1/2021 | |||||||||
Reed Hastings |
32,648 | 38.28 | 7/1/2021 | |||||||||
Reed Hastings |
33,222 | 37.63 | 8/1/2021 | |||||||||
Reed Hastings |
37,513 | 33.32 | 9/1/2021 | |||||||||
Reed Hastings |
77,266 | 16.18 | 10/3/2021 | |||||||||
Reed Hastings |
109,249 | 11.44 | 11/1/2021 | |||||||||
Reed Hastings |
130,263 | 9.60 | 12/1/2021 |
54 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Reed Hastings |
121,121 | 10.32 | 1/3/2022 | |||||||||
Reed Hastings |
35,581 | 17.57 | 2/1/2022 | |||||||||
Reed Hastings |
38,801 | 16.11 | 3/1/2022 | |||||||||
Reed Hastings |
38,388 | 16.28 | 4/2/2022 | |||||||||
Reed Hastings |
53,774 | 11.62 | 5/1/2022 | |||||||||
Reed Hastings |
69,503 | 8.99 | 6/1/2022 | |||||||||
Reed Hastings |
64,477 | 9.69 | 7/2/2022 | |||||||||
Reed Hastings |
80,276 | 7.79 | 8/1/2022 | |||||||||
Reed Hastings |
78,225 | 7.99 | 9/4/2022 | |||||||||
Reed Hastings |
78,057 | 8.01 | 10/1/2022 | |||||||||
Reed Hastings |
56,315 | 11.10 | 11/1/2022 | |||||||||
Reed Hastings |
57,561 | 10.86 | 12/3/2022 | |||||||||
Reed Hastings |
47,551 | 13.14 | 1/2/2023 | |||||||||
Reed Hastings |
35,399 | 23.54 | 2/1/2023 | |||||||||
Reed Hastings |
30,807 | 27.05 | 3/1/2023 | |||||||||
Reed Hastings |
31,976 | 26.06 | 4/1/2023 | |||||||||
Reed Hastings |
27,398 | 30.42 | 5/1/2023 | |||||||||
Reed Hastings |
26,278 | 31.71 | 6/3/2023 | |||||||||
Reed Hastings |
26,012 | 32.04 | 7/1/2023 | |||||||||
Reed Hastings |
23,415 | 35.59 | 8/1/2023 | |||||||||
Reed Hastings |
20,188 | 41.29 | 9/3/2023 | |||||||||
Reed Hastings |
17,969 | 46.37 | 10/1/2023 | |||||||||
Reed Hastings |
17,717 | 47.04 | 11/1/2023 | |||||||||
Reed Hastings |
16,030 | 51.99 | 12/2/2023 | |||||||||
Reed Hastings |
16,079 | 51.83 | 1/2/2024 | |||||||||
Reed Hastings |
21,637 | 57.77 | 2/3/2024 | |||||||||
Reed Hastings |
19,635 | 63.66 | 3/3/2024 | |||||||||
Reed Hastings |
23,996 | 52.10 | 4/1/2024 |
2020 PROXY STATEMENT 55
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Reed Hastings |
25,998 | 48.07 | 5/1/2024 | |||||||||
Reed Hastings |
20,734 | 60.29 | 6/2/2024 | |||||||||
Reed Hastings |
18,494 | 67.59 | 7/1/2024 | |||||||||
Reed Hastings |
20,566 | 60.77 | 8/1/2024 | |||||||||
Reed Hastings |
18,361 | 68.09 | 9/2/2024 | |||||||||
Reed Hastings |
19,943 | 62.69 | 10/1/2024 | |||||||||
Reed Hastings |
22,526 | 55.49 | 11/3/2024 | |||||||||
Reed Hastings |
25,599 | 48.83 | 12/1/2024 | |||||||||
Reed Hastings |
25,074 | 49.85 | 1/2/2025 | |||||||||
Reed Hastings |
45,290 | 63.01 | 2/2/2025 | |||||||||
Reed Hastings |
41,601 | 68.61 | 3/2/2025 | |||||||||
Reed Hastings |
48,363 | 59.02 | 4/1/2025 | |||||||||
Reed Hastings |
35,868 | 79.58 | 5/1/2025 | |||||||||
Reed Hastings |
32,067 | 89.00 | 6/1/2025 | |||||||||
Reed Hastings |
30,485 | 93.64 | 7/1/2025 | |||||||||
Reed Hastings |
25,360 | 112.56 | 8/3/2025 | |||||||||
Reed Hastings |
26,977 | 105.79 | 9/1/2025 | |||||||||
Reed Hastings |
26,933 | 105.98 | 10/1/2025 | |||||||||
Reed Hastings |
26,513 | 107.64 | 11/2/2025 | |||||||||
Reed Hastings |
22,765 | 125.37 | 12/1/2025 | |||||||||
Reed Hastings |
25,959 | 109.96 | 1/4/2026 | |||||||||
Reed Hastings |
42,176 | 94.09 | 2/1/2026 | |||||||||
Reed Hastings |
40,374 | 98.30 | 3/1/2026 | |||||||||
Reed Hastings |
37,547 | 105.70 | 4/1/2026 | |||||||||
Reed Hastings |
42,629 | 93.11 | 5/2/2026 | |||||||||
Reed Hastings |
39,097 | 101.51 | 6/1/2026 | |||||||||
Reed Hastings |
41,055 | 96.67 | 7/1/2026 | |||||||||
Reed Hastings |
42,055 | 94.37 | 8/1/2026 |
56 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Reed Hastings |
40,755 | 97.38 | 9/1/2026 | |||||||||
Reed Hastings |
38,670 | 102.63 | 10/3/2026 | |||||||||
Reed Hastings |
32,188 | 123.30 | 11/1/2026 | |||||||||
Reed Hastings |
33,857 | 117.22 | 12/1/2026 | |||||||||
Reed Hastings |
31,130 | 127.49 | 1/3/2027 | |||||||||
Reed Hastings |
31,373 | 140.78 | 2/1/2027 | |||||||||
Reed Hastings |
30,961 | 142.65 | 3/1/2027 | |||||||||
Reed Hastings |
30,062 | 146.92 | 4/3/2027 | |||||||||
Reed Hastings |
28,431 | 155.35 | 5/1/2027 | |||||||||
Reed Hastings |
27,097 | 162.99 | 6/1/2027 | |||||||||
Reed Hastings |
30,216 | 146.17 | 7/3/2027 | |||||||||
Reed Hastings |
24,264 | 182.03 | 8/1/2027 | |||||||||
Reed Hastings |
25,275 | 174.74 | 9/1/2027 | |||||||||
Reed Hastings |
24,952 | 177.01 | 10/2/2027 | |||||||||
Reed Hastings |
22,306 | 198.00 | 11/1/2027 | |||||||||
Reed Hastings |
23,641 | 186.82 | 12/1/2027 | |||||||||
Reed Hastings |
21,966 | 201.07 | 1/2/2028 | |||||||||
Reed Hastings |
22,557 | 265.07 | 2/1/2028 | |||||||||
Reed Hastings |
20,590 | 290.39 | 3/1/2028 | |||||||||
Reed Hastings |
21,332 | 280.29 | 4/2/2028 | |||||||||
Reed Hastings |
19,085 | 313.30 | 5/1/2028 | |||||||||
Reed Hastings |
16,612 | 359.93 | 6/1/2028 | |||||||||
Reed Hastings |
15,016 | 398.18 | 7/2/2028 | |||||||||
Reed Hastings |
17,670 | 338.38 | 8/1/2028 | |||||||||
Reed Hastings |
16,444 | 363.60 | 9/4/2028 | |||||||||
Reed Hastings |
15,676 | 381.43 | 10/1/2028 | |||||||||
Reed Hastings |
18,839 | 317.38 | 11/1/2028 | |||||||||
Reed Hastings |
20,597 | 290.30 | 12/3/2028 |
2020 PROXY STATEMENT 57
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Reed Hastings |
22,338 | 267.66 | 1/2/2029 | |||||||||
Reed Hastings |
18,881 | 339.85 | 2/1/2029 | |||||||||
Reed Hastings |
17,958 | 357.32 | 3/1/2029 | |||||||||
Reed Hastings |
17,486 | 366.96 | 4/1/2029 | |||||||||
Reed Hastings |
16,939 | 378.81 | 5/1/2029 | |||||||||
Reed Hastings |
19,061 | 336.63 | 6/3/2029 | |||||||||
Reed Hastings |
17,130 | 374.60 | 7/1/2029 | |||||||||
Reed Hastings |
20,083 | 319.50 | 8/1/2029 | |||||||||
Reed Hastings |
22,181 | 289.29 | 9/3/2029 | |||||||||
Reed Hastings |
23,802 | 269.58 | 10/1/2029 | |||||||||
Reed Hastings |
22,373 | 286.81 | 11/1/2029 | |||||||||
Reed Hastings |
20,699 | 309.99 | 12/2/2029 | |||||||||
Spencer Neumann |
1,308 | 339.85 | 2/1/2029 | |||||||||
Spencer Neumann |
2,916 | 357.32 | 3/1/2029 | |||||||||
Spencer Neumann |
2,838 | 366.96 | 4/1/2029 | |||||||||
Spencer Neumann |
2,750 | 378.81 | 5/1/2029 | |||||||||
Spencer Neumann |
3,095 | 336.63 | 6/3/2029 | |||||||||
Spencer Neumann |
2,781 | 374.60 | 7/1/2029 | |||||||||
Spencer Neumann |
3,260 | 319.50 | 8/1/2029 | |||||||||
Spencer Neumann |
3,601 | 289.29 | 9/3/2029 | |||||||||
Spencer Neumann |
3,864 | 269.58 | 10/1/2029 | |||||||||
Spencer Neumann |
3,632 | 286.81 | 11/1/2029 | |||||||||
Spencer Neumann |
3,361 | 309.99 | 12/2/2029 | |||||||||
Ted Sarandos |
25,130 | 79.58 | 5/1/2025 | |||||||||
Ted Sarandos |
22,470 | 89.00 | 6/1/2025 | |||||||||
Ted Sarandos |
21,357 | 93.64 | 7/1/2025 | |||||||||
Ted Sarandos |
15,952 | 125.37 | 12/1/2025 | |||||||||
Ted Sarandos |
26,125 | 94.09 | 2/1/2026 |
58 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Ted Sarandos |
25,008 | 98.30 | 3/1/2026 | |||||||||
Ted Sarandos |
26,405 | 93.11 | 5/2/2026 | |||||||||
Ted Sarandos |
25,430 | 96.67 | 7/1/2026 | |||||||||
Ted Sarandos |
26,050 | 94.37 | 8/1/2026 | |||||||||
Ted Sarandos |
25,245 | 97.38 | 9/1/2026 | |||||||||
Ted Sarandos |
19,938 | 123.30 | 11/1/2026 | |||||||||
Ted Sarandos |
20,972 | 117.22 | 12/1/2026 | |||||||||
Ted Sarandos |
19,282 | 127.49 | 1/3/2027 | |||||||||
Ted Sarandos |
16,279 | 140.78 | 2/1/2027 | |||||||||
Ted Sarandos |
15,679 | 146.17 | 7/3/2027 | |||||||||
Ted Sarandos |
11,574 | 198.00 | 11/1/2027 | |||||||||
Ted Sarandos |
11,397 | 201.07 | 1/2/2028 | |||||||||
Ted Sarandos |
11,200 | 265.07 | 2/1/2028 | |||||||||
Ted Sarandos |
10,223 | 290.39 | 3/1/2028 | |||||||||
Ted Sarandos |
10,592 | 280.29 | 4/2/2028 | |||||||||
Ted Sarandos |
9,476 | 313.30 | 5/1/2028 | |||||||||
Ted Sarandos |
8,248 | 359.93 | 6/1/2028 | |||||||||
Ted Sarandos |
7,456 | 398.18 | 7/2/2028 | |||||||||
Ted Sarandos |
8,773 | 338.38 | 8/1/2028 | |||||||||
Ted Sarandos |
8,165 | 363.60 | 9/4/2028 | |||||||||
Ted Sarandos |
7,783 | 381.43 | 10/1/2028 | |||||||||
Ted Sarandos |
9,354 | 317.38 | 11/1/2028 | |||||||||
Ted Sarandos |
10,227 | 290.30 | 12/3/2028 | |||||||||
Ted Sarandos |
11,091 | 267.66 | 1/2/2029 | |||||||||
Ted Sarandos |
8,276 | 339.85 | 2/1/2029 | |||||||||
Ted Sarandos |
7,871 | 357.32 | 3/1/2029 | |||||||||
Ted Sarandos |
7,664 | 366.96 | 4/1/2029 | |||||||||
Ted Sarandos |
7,425 | 378.81 | 5/1/2029 |
2020 PROXY STATEMENT 59
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Ted Sarandos |
8,355 | 336.63 | 6/3/2029 | |||||||||
Ted Sarandos |
7,508 | 374.60 | 7/1/2029 | |||||||||
Ted Sarandos |
8,802 | 319.50 | 8/1/2029 | |||||||||
Ted Sarandos |
9,723 | 289.29 | 9/3/2029 | |||||||||
Ted Sarandos |
10,433 | 269.58 | 10/1/2029 | |||||||||
Ted Sarandos |
9,806 | 286.81 | 11/1/2029 | |||||||||
Ted Sarandos |
9,073 | 309.99 | 12/2/2029 | |||||||||
Greg Peters |
5,047 | 112.56 | 8/3/2025 | |||||||||
Greg Peters |
5,366 | 105.79 | 9/1/2025 | |||||||||
Greg Peters |
5,357 | 105.98 | 10/1/2025 | |||||||||
Greg Peters |
5,274 | 107.64 | 11/2/2025 | |||||||||
Greg Peters |
4,528 | 125.37 | 12/1/2025 | |||||||||
Greg Peters |
5,163 | 109.96 | 1/4/2026 | |||||||||
Greg Peters |
7,251 | 94.09 | 2/1/2026 | |||||||||
Greg Peters |
6,941 | 98.30 | 3/1/2026 | |||||||||
Greg Peters |
6,455 | 105.70 | 4/1/2026 | |||||||||
Greg Peters |
7,329 | 93.11 | 5/2/2026 | |||||||||
Greg Peters |
6,721 | 101.51 | 6/1/2026 | |||||||||
Greg Peters |
7,058 | 96.67 | 7/1/2026 | |||||||||
Greg Peters |
7,230 | 94.37 | 8/1/2026 | |||||||||
Greg Peters |
7,007 | 97.38 | 9/1/2026 | |||||||||
Greg Peters |
6,648 | 102.63 | 10/3/2026 | |||||||||
Greg Peters |
5,533 | 123.30 | 11/1/2026 | |||||||||
Greg Peters |
5,821 | 117.22 | 12/1/2026 | |||||||||
Greg Peters |
5,352 | 127.49 | 1/3/2027 | |||||||||
Greg Peters |
4,846 | 140.78 | 2/1/2027 | |||||||||
Greg Peters |
4,783 | 142.65 | 3/1/2027 | |||||||||
Greg Peters |
4,644 | 146.92 | 4/3/2027 |
60 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Greg Peters |
4,392 | 155.35 | 5/1/2027 | |||||||||
Greg Peters |
4,186 | 162.99 | 6/1/2027 | |||||||||
Greg Peters |
4,668 | 146.17 | 7/3/2027 | |||||||||
Greg Peters |
3,891 | 182.03 | 8/1/2027 | |||||||||
Greg Peters |
4,054 | 174.74 | 9/1/2027 | |||||||||
Greg Peters |
4,001 | 177.01 | 10/2/2027 | |||||||||
Greg Peters |
3,578 | 198.00 | 11/1/2027 | |||||||||
Greg Peters |
3,791 | 186.82 | 12/1/2027 | |||||||||
Greg Peters |
3,523 | 201.07 | 1/2/2028 | |||||||||
Greg Peters |
5,187 | 265.07 | 2/1/2028 | |||||||||
Greg Peters |
4,735 | 290.39 | 3/1/2028 | |||||||||
Greg Peters |
4,906 | 280.29 | 4/2/2028 | |||||||||
Greg Peters |
4,389 | 313.30 | 5/1/2028 | |||||||||
Greg Peters |
3,820 | 359.93 | 6/1/2028 | |||||||||
Greg Peters |
3,453 | 398.18 | 7/2/2028 | |||||||||
Greg Peters |
4,063 | 338.38 | 8/1/2028 | |||||||||
Greg Peters |
3,782 | 363.60 | 9/4/2028 | |||||||||
Greg Peters |
3,605 | 381.43 | 10/1/2028 | |||||||||
Greg Peters |
4,332 | 317.38 | 11/1/2028 | |||||||||
Greg Peters |
4,737 | 290.30 | 12/3/2028 | |||||||||
Greg Peters |
5,137 | 267.66 | 1/2/2029 | |||||||||
Greg Peters |
4,168 | 339.85 | 2/1/2029 | |||||||||
Greg Peters |
3,965 | 357.32 | 3/1/2029 | |||||||||
Greg Peters |
3,861 | 366.96 | 4/1/2029 | |||||||||
Greg Peters |
3,739 | 378.81 | 5/1/2029 | |||||||||
Greg Peters |
4,209 | 336.63 | 6/3/2029 | |||||||||
Greg Peters |
3,782 | 374.60 | 7/1/2029 | |||||||||
Greg Peters |
4,434 | 319.50 | 8/1/2029 |
2020 PROXY STATEMENT 61
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Greg Peters |
4,897 | 289.29 | 9/3/2029 | |||||||||
Greg Peters |
5,255 | 269.58 | 10/1/2029 | |||||||||
Greg Peters |
4,939 | 286.81 | 11/1/2029 | |||||||||
Greg Peters |
4,570 | 309.99 | 12/2/2029 | |||||||||
David Hyman |
5,145 | 60.77 | 8/1/2024 | |||||||||
David Hyman |
4,592 | 68.09 | 9/2/2024 | |||||||||
David Hyman |
4,984 | 62.69 | 10/1/2024 | |||||||||
David Hyman |
5,635 | 55.49 | 11/3/2024 | |||||||||
David Hyman |
6,398 | 48.83 | 12/1/2024 | |||||||||
David Hyman |
6,272 | 49.85 | 1/2/2025 | |||||||||
David Hyman |
3,962 | 63.01 | 2/2/2025 | |||||||||
David Hyman |
3,647 | 68.61 | 3/2/2025 | |||||||||
David Hyman |
4,235 | 59.02 | 4/1/2025 | |||||||||
David Hyman |
3,143 | 79.58 | 5/1/2025 | |||||||||
David Hyman |
2,807 | 89.00 | 6/1/2025 | |||||||||
David Hyman |
2,667 | 93.64 | 7/1/2025 | |||||||||
David Hyman |
2,221 | 112.56 | 8/3/2025 | |||||||||
David Hyman |
2,363 | 105.79 | 9/1/2025 | |||||||||
David Hyman |
2,359 | 105.98 | 10/1/2025 | |||||||||
David Hyman |
2,322 | 107.64 | 11/2/2025 | |||||||||
David Hyman |
1,994 | 125.37 | 12/1/2025 | |||||||||
David Hyman |
2,274 | 109.96 | 1/4/2026 | |||||||||
David Hyman |
4,439 | 94.09 | 2/1/2026 | |||||||||
David Hyman |
4,249 | 98.30 | 3/1/2026 | |||||||||
David Hyman |
3,952 | 105.70 | 4/1/2026 | |||||||||
David Hyman |
4,487 | 93.11 | 5/2/2026 | |||||||||
David Hyman |
4,115 | 101.51 | 6/1/2026 | |||||||||
David Hyman |
4,321 | 96.67 | 7/1/2026 |
62 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
David Hyman |
4,426 | 94.37 | 8/1/2026 | |||||||||
David Hyman |
4,290 | 97.38 | 9/1/2026 | |||||||||
David Hyman |
4,070 | 102.63 | 10/3/2026 | |||||||||
David Hyman |
3,387 | 123.30 | 11/1/2026 | |||||||||
David Hyman |
3,564 | 117.22 | 12/1/2026 | |||||||||
David Hyman |
3,276 | 127.49 | 1/3/2027 | |||||||||
David Hyman |
1,798 | 140.78 | 2/1/2027 | |||||||||
David Hyman |
1,775 | 142.65 | 3/1/2027 | |||||||||
David Hyman |
1,722 | 146.92 | 4/3/2027 | |||||||||
David Hyman |
1,630 | 155.35 | 5/1/2027 | |||||||||
David Hyman |
1,553 | 162.99 | 6/1/2027 | |||||||||
David Hyman |
1,732 | 146.17 | 7/3/2027 | |||||||||
David Hyman |
1,390 | 182.03 | 8/1/2027 | |||||||||
David Hyman |
1,449 | 174.74 | 9/1/2027 | |||||||||
David Hyman |
1,430 | 177.01 | 10/02/2027 | |||||||||
David Hyman |
1,278 | 198.00 | 11/01/2027 | |||||||||
David Hyman |
1,355 | 186.82 | 12/01/2027 | |||||||||
David Hyman |
1,259 | 201.07 | 01/02/2028 | |||||||||
David Hyman |
2,574 | 265.07 | 02/01/2028 | |||||||||
David Hyman |
2,349 | 290.39 | 03/01/2028 | |||||||||
David Hyman |
2,435 | 280.29 | 04/02/2028 | |||||||||
David Hyman |
2,177 | 313.30 | 05/01/2028 | |||||||||
David Hyman |
1,896 | 359.93 | 06/01/2028 | |||||||||
David Hyman |
1,713 | 398.18 | 07/02/2028 | |||||||||
David Hyman |
2,017 | 338.38 | 08/01/2028 | |||||||||
David Hyman |
1,876 | 363.60 | 09/04/2028 | |||||||||
David Hyman |
1,789 | 381.43 | 10/01/2028 | |||||||||
David Hyman |
2,150 | 317.38 | 11/01/2028 |
2020 PROXY STATEMENT 63
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
David Hyman |
2,350 | 290.30 | 12/03/2028 | |||||||||
David Hyman |
2,549 | 267.66 | 01/02/2029 | |||||||||
David Hyman |
2,360 | 339.85 | 02/01/2029 | |||||||||
David Hyman |
2,245 | 357.32 | 03/01/2029 | |||||||||
David Hyman |
2,186 | 366.96 | 04/01/2029 | |||||||||
David Hyman |
2,117 | 378.81 | 05/01/2029 | |||||||||
David Hyman |
2,383 | 336.63 | 06/03/2029 | |||||||||
David Hyman |
2,141 | 374.60 | 07/01/2029 | |||||||||
David Hyman |
2,511 | 319.50 | 08/01/2029 | |||||||||
David Hyman |
2,772 | 289.29 | 09/03/2029 | |||||||||
David Hyman |
2,976 | 269.58 | 10/01/2029 | |||||||||
David Hyman |
2,796 | 286.81 | 11/01/2029 | |||||||||
David Hyman |
2,587 | 309.99 | 12/02/2029 | |||||||||
Kelly Bennett |
644 | 68.61 | 3/2/2025 | |||||||||
Kelly Bennett |
1,470 | 79.58 | 5/1/2025 | |||||||||
Kelly Bennett |
1,309 | 89.00 | 6/1/2025 | |||||||||
Kelly Bennett |
1,246 | 93.64 | 7/1/2025 | |||||||||
Kelly Bennett |
1,040 | 112.56 | 8/3/2025 | |||||||||
Kelly Bennett |
1,181 | 105.79 | 9/1/2025 | |||||||||
Kelly Bennett |
1,180 | 105.98 | 10/1/2025 | |||||||||
Kelly Bennett |
1,161 | 107.64 | 11/2/2025 | |||||||||
Kelly Bennett |
997 | 125.37 | 12/1/2025 | |||||||||
Kelly Bennett |
1,137 | 109.96 | 1/4/2026 | |||||||||
Kelly Bennett |
1,771 | 94.09 | 2/1/2026 | |||||||||
Kelly Bennett |
1,695 | 98.30 | 3/1/2026 | |||||||||
Kelly Bennett |
1,577 | 105.70 | 4/1/2026 | |||||||||
Kelly Bennett |
1,790 | 93.11 | 5/2/2026 | |||||||||
Kelly Bennett |
1,642 | 101.51 | 6/1/2026 |
64 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Kelly Bennett |
1,724 | 96.67 | 7/1/2026 | |||||||||
Kelly Bennett |
1,766 | 94.37 | 8/1/2026 | |||||||||
Kelly Bennett |
1,712 | 97.38 | 9/1/2026 | |||||||||
Kelly Bennett |
1,624 | 102.63 | 10/3/2026 | |||||||||
Kelly Bennett |
1,351 | 123.30 | 11/1/2026 | |||||||||
Kelly Bennett |
1,422 | 117.22 | 12/1/2026 | |||||||||
Kelly Bennett |
1,308 | 127.49 | 1/3/2027 | |||||||||
Kelly Bennett |
1,272 | 140.78 | 2/1/2027 | |||||||||
Kelly Bennett |
1,256 | 142.65 | 3/1/2027 | |||||||||
Kelly Bennett |
1,220 | 146.92 | 4/3/2027 | |||||||||
Kelly Bennett |
1,153 | 155.35 | 5/1/2027 | |||||||||
Kelly Bennett |
1,099 | 162.99 | 6/1/2027 | |||||||||
Kelly Bennett |
1,226 | 146.17 | 7/3/2027 | |||||||||
Kelly Bennett |
984 | 182.03 | 8/1/2027 | |||||||||
Kelly Bennett |
1,026 | 174.74 | 9/1/2027 | |||||||||
Kelly Bennett |
1,012 | 177.01 | 10/2/2027 | |||||||||
Kelly Bennett |
905 | 198.00 | 11/1/2027 | |||||||||
Kelly Bennett |
959 | 186.82 | 12/1/2027 | |||||||||
Kelly Bennett |
891 | 201.07 | 1/2/2028 | |||||||||
Kelly Bennett |
668 | 265.07 | 2/1/2028 | |||||||||
Kelly Bennett |
609 | 290.39 | 3/1/2028 | |||||||||
Kelly Bennett |
632 | 280.29 | 4/2/2028 | |||||||||
Kelly Bennett |
565 | 313.30 | 5/1/2028 | |||||||||
Kelly Bennett |
492 | 359.93 | 6/1/2028 | |||||||||
Kelly Bennett |
445 | 398.18 | 7/2/2028 | |||||||||
Kelly Bennett |
585 | 338.38 | 8/1/2028 | |||||||||
Kelly Bennett |
544 | 363.60 | 9/4/2028 | |||||||||
Kelly Bennett |
519 | 381.43 | 10/1/2028 |
2020 PROXY STATEMENT 65
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
Kelly Bennett |
624 | 317.38 | 11/1/2028 | |||||||||
Kelly Bennett |
682 | 290.30 | 12/3/2028 | |||||||||
Kelly Bennett |
739 | 267.66 | 1/2/2029 | |||||||||
Kelly Bennett |
705 | 339.85 | 2/1/2029 | |||||||||
Kelly Bennett |
670 | 357.32 | 3/1/2029 | |||||||||
Kelly Bennett |
653 | 366.96 | 4/1/2029 | |||||||||
Kelly Bennett |
633 | 378.81 | 5/1/2029 | |||||||||
Kelly Bennett |
711 | 336.63 | 6/3/2029 | |||||||||
David Wells |
3,367 | 68.09 | 9/2/2024 | |||||||||
David Wells |
3,654 | 62.69 | 10/1/2024 | |||||||||
David Wells |
4,130 | 55.49 | 11/3/2024 | |||||||||
David Wells |
4,690 | 48.83 | 12/1/2024 | |||||||||
David Wells |
4,599 | 49.85 | 1/2/2025 | |||||||||
David Wells |
5,537 | 63.01 | 2/2/2025 | |||||||||
David Wells |
5,082 | 68.61 | 3/2/2025 | |||||||||
David Wells |
5,915 | 59.02 | 4/1/2025 | |||||||||
David Wells |
4,382 | 79.58 | 5/1/2025 | |||||||||
David Wells |
3,920 | 89.00 | 6/1/2025 | |||||||||
David Wells |
3,731 | 93.64 | 7/1/2025 | |||||||||
David Wells |
3,101 | 112.56 | 8/3/2025 | |||||||||
David Wells |
3,298 | 105.79 | 9/1/2025 | |||||||||
David Wells |
3,293 | 105.98 | 10/1/2025 | |||||||||
David Wells |
3,241 | 107.64 | 11/2/2025 | |||||||||
David Wells |
2,784 | 125.37 | 12/1/2025 | |||||||||
David Wells |
3,173 | 109.96 | 1/4/2026 | |||||||||
David Wells |
3,986 | 94.09 | 2/1/2026 | |||||||||
David Wells |
3,814 | 98.30 | 3/1/2026 | |||||||||
David Wells |
3,548 | 105.70 | 4/1/2026 |
66 NETFLIX
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
David Wells |
4,028 | 93.11 | 5/2/2026 | |||||||||
David Wells |
3,694 | 101.51 | 6/1/2026 | |||||||||
David Wells |
3,880 | 96.67 | 7/1/2026 | |||||||||
David Wells |
3,973 | 94.37 | 8/1/2026 | |||||||||
David Wells |
3,851 | 97.38 | 9/1/2026 | |||||||||
David Wells |
3,654 | 102.63 | 10/3/2026 | |||||||||
David Wells |
3,041 | 123.30 | 11/1/2026 | |||||||||
David Wells |
3,199 | 117.22 | 12/1/2026 | |||||||||
David Wells |
2,942 | 127.49 | 1/3/2027 | |||||||||
David Wells |
2,826 | 140.78 | 2/1/2027 | |||||||||
David Wells |
2,790 | 142.65 | 3/1/2027 | |||||||||
David Wells |
2,708 | 146.92 | 4/3/2027 | |||||||||
David Wells |
2,562 | 155.35 | 5/1/2027 | |||||||||
David Wells |
2,441 | 162.99 | 6/1/2027 | |||||||||
David Wells |
2,722 | 146.17 | 7/3/2027 | |||||||||
David Wells |
2,186 | 182.03 | 8/1/2027 | |||||||||
David Wells |
2,277 | 174.74 | 9/1/2027 | |||||||||
David Wells |
2,248 | 177.01 | 10/2/2027 | |||||||||
David Wells |
2,010 | 198.00 | 11/1/2027 | |||||||||
David Wells |
2,130 | 186.82 | 12/1/2027 | |||||||||
David Wells |
1,979 | 201.07 | 1/2/2028 | |||||||||
David Wells |
1,925 | 265.07 | 2/1/2028 | |||||||||
David Wells |
1,758 | 290.39 | 3/1/2028 | |||||||||
David Wells |
1,821 | 280.29 | 4/2/2028 | |||||||||
David Wells |
1,629 | 313.30 | 5/1/2028 | |||||||||
David Wells |
1,418 | 359.93 | 6/1/2028 | |||||||||
David Wells |
1,282 | 398.18 | 7/2/2028 | |||||||||
David Wells |
1,508 | 338.38 | 8/1/2028 |
2020 PROXY STATEMENT 67
Option Awards | ||||||||||||
Name |
Number of Securities Underlying Unexercised Options: Exercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||
David Wells |
1,404 | 363.60 | 9/4/2028 | |||||||||
David Wells |
1,338 | 381.43 | 10/1/2028 | |||||||||
David Wells |
1,609 | 317.38 | 11/1/2028 | |||||||||
David Wells |
1,758 | 290.30 | 12/3/2028 | |||||||||
David Wells |
1,907 | 267.66 | 1/2/2029 |
Option Exercises
The following table sets forth information concerning each exercise of stock options during 2019 for each of the Named Executive Officers on an aggregated basis.
Option Awards | ||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($)1 |
||||||
Reed Hastings |
682,199 | 221,477,910 | ||||||
Spencer Neumann |
| | ||||||
Ted Sarandos |
| | ||||||
Greg Peters |
| | ||||||
David Hyman |
| | ||||||
David Wells |
35,917 | 9,899,689 | ||||||
Kelly Bennett |
| |
1. | Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made. |
68 NETFLIX
Potential Payments upon Termination or Change-in-Control
The Named Executive Officers are beneficiaries of the Companys Amended and Restated Executive Severance and Retention Incentive Plan, as described in more detail above in Compensation Discussion and Analysis. The information below reflects the estimated value of the compensation to be paid by the Company to each of the Named Executive Officers in the event of termination or a change in control under the terms of the Amended and Restated Executive Severance and Retention Incentive Plan. The amounts shown below assume that termination or change in control was effective as of December 31, 2019 and is based on 2020 allocatable compensation, which went into effect prior to the end of the 2019 fiscal year. The actual amounts that would be paid can only be determined at the time of the actual triggering event.
Name |
Severance Benefit1 |
Change in Control Benefit2 |
||||||
Reed Hastings |
24,750,000 | 33,000,000 | ||||||
Spencer Neumann |
11,916,667 | 11,000,000 | ||||||
Ted Sarandos |
24,750,000 | 33,000,000 | ||||||
Greg Peters |
13,500,000 | 18,000,000 | ||||||
David Hyman |
6,750,000 | 9,000,000 |
1. | The amounts in this column correspond to lump sum payments in cash that are equal to nine months of allocatable compensation, except with respect to Mr. Neumann, for whom the lump sum payment would equal thirteen months of his allocatable compensation as of December 31, 2019. As described above, allocatable compensation excludes the annual stock option allowance of 5% of allocatable compensation. The amounts in this column would be payable upon a termination of employment (other than for cause, death, or permanent disability), so long as the Named Executive Officer signs a waiver and release of claims and an agreement not to disparage the Company, its directors or its officers in a form reasonably satisfactory to the Company. The right to receive a severance benefit terminates upon a change in control transaction, so that the Named Executive Officers are not entitled to both a change in control benefit and a severance benefit. |
2. | The amounts in this column correspond to lump sum payments in cash that are equal to twelve months of allocatable compensation for the Named Executive Officer as of December 31, 2019, which excludes the annual stock option allowance of 5% of allocatable compensation. These are single-trigger payments that would be made upon a change in control, provided that the Named Executive Officer had not previously received severance under the Severance Plan. |
In connection with their mutually agreed departures from Netflix in January 2019 and June 2019, respectively, Mr. Wells and Mr. Bennett entered into Netflixs standard form of release agreement which included customary confidentiality and release provisions and each received a lump sum cash payment calculated in accordance with the Severance Plan of $4,500,000 and $5,250,000 respectively.
2020 PROXY STATEMENT 69
70 NETFLIX
72 NETFLIX
2020 PROXY STATEMENT 73
74 NETFLIX
Equity Plan Share Reservation Summary Table1
A |
Total Shares authorized under 2011 Plan2 |
39,900,000 | ||||
B |
Total Shares awarded from 2011 Plan through the Effective Time | 34,369,894 | ||||
C |
Shares added back to share reserve from 2011 Plan through the Effective Time due to cancellations and forfeitures of awards | 0 | ||||
D |
Shares available to be granted under the 2011 Plan as of the Effective Time (A-B+C) | 5,530,106 | ||||
E |
Shares subject to outstanding awards under the 2011 Plan as of the Effective Time3 | 18,694,522 | ||||
F |
New Shares available for grant under the 2020 Plan | 17,500,000 | ||||
G |
Maximum Share Limit under the 2020 Plan (D+E+F) | 41,724,628 | ||||
H |
Common Shares outstanding as of December 31, 2019 | 438,806,649 |
1. | This table does not include the annual equity awards granted in Fiscal 2020 after the Effective Time, as described in Equity Grants in Fiscal 2020 above. |
2. | Total Shares authorized under 2011 Plan reflects the seven-for-one stock split in July 2015. Pre-split Total Shares authorized was 5,700,000. |
3. | Only the portion of such Shares that are Returning Shares will become available for issuance under the 2020 Plan. |
2020 PROXY STATEMENT 75
Equity Compensation Plan Key Metrics Summary Table
Fiscal 2019 (%) |
Fiscal 2018 (%) |
Fiscal 2017 (%) |
Three Year Average (Fiscal 2017-2019) (%) |
|||||||||||||
Percentage of Equity-Based Awards Granted |
18 | 20 | 24 | 21 | ||||||||||||
Dilution |
0.59 | 0.47 | 0.59 | 0.55 | ||||||||||||
Burn Rate |
0.59 | 0.47 | 0.59 | 0.55 | ||||||||||||
Overhang |
6.15 | 6.68 | 7.47 | 6.77 |
76 NETFLIX
Name and Position |
Number of Units Underlying Options1 |
Weighted Average Share ($) |
||||||
Reed Hastings Chief Executive Officer, President, Chairman of the Board |
238,931 | 320.44 | ||||||
Spencer Neumann Chief Financial Officer |
33,406 | 325.14 | ||||||
Ted Sarandos Chief Content Officer |
106,027 | 319.79 | ||||||
Greg Peters Chief Product Officer |
52,956 | 320.23 | ||||||
David Hyman Chief Legal Officer |
29,623 | 320.87 | ||||||
David Wells Former Chief Financial Officer |
1,907 | 267.66 | ||||||
Kelly Bennett Former Chief Marketing Officer |
4,111 | 339.47 | ||||||
All current executive officers as a group |
468,038 | 320.66 | ||||||
All non-employee directors as a group |
23,431 | 320.08 | ||||||
Each nominee for election as a director |
243,617 | 320.43 | ||||||
Each associate of any such directors, executive officers or nominees |
| | ||||||
Each other person who received or is to receive 5 percent of such |
| | ||||||
All employees, other than executive officers, as a group |
2,096,911 | 320.67 |
1. | This column includes the number of Shares underlying options granted under the 2011 Plan during fiscal 2019. Given that the number of shares underlying options that are granted each month pursuant to our monthly option grant program is dependent on our stock price at the time such options are granted, we cannot determine future grants under the 2020 Plan with specificity. Other variable factors also contribute to uncertainty regarding future grants, such as changes in employees base compensation rates and the acquisition of new employees. Therefore, future awards under the 2020 Plan are not determinable. |
2020 PROXY STATEMENT 77
Equity Compensation Plan Information
The following table summarizes the Companys equity compensation plans as of December 31, 2019. There were no equity compensation plans or arrangements not approved by security holders.
Plan Category |
Number of (a) |
Weighted-Average (b) ($) |
Number of
Securities Reflected in Column (a)) |
|||||||||
Equity compensation plans or arrangements approved |
||||||||||||
2011 Plan |
18,658,946 | 136.55 | 6,111,561 | |||||||||
2002 Plan1 |
2,200,380 | 20.29 | | |||||||||
Equity compensation plans not approved by security holders |
| | | |||||||||
Total |
20,859,326 | 2 | 124.28 | 6,111,561 |
1. | The Companys Amended and Restated 2002 Stock Plan (the 2002 Plan) terminated in 2012, and no new awards may be issued thereunder. The outstanding options under the 2002 Plan are described in this row. |
2. | Weighted average life is 5.57 years. |
The Board unanimously recommends that the stockholders vote FOR approval of the 2020 Plan.
78 NETFLIX
2020 PROXY STATEMENT 79
80 NETFLIX
2020 PROXY STATEMENT 81
82 NETFLIX
2020 PROXY STATEMENT 83
84 NETFLIX
2020 PROXY STATEMENT 85
2020 PROXY STATEMENT 87
88 NETFLIX
90 NETFLIX
2020 PROXY STATEMENT 91
2020 PROXY STATEMENT 93
94 NETFLIX
Name and Address |
Number of Shares Beneficially Owned |
Percent of Class |
||||||
Capital Research Global Investors1
|
38,002,047 | 8.64 | % | |||||
The Vanguard Group, Inc. 2
|
33,393,930 | 7.59 | % | |||||
BlackRock, Inc. 3 |
27,179,842 | 6.18 | % | |||||
Reed Hastings4 |
9,266,012 | 2.09 | % | |||||
Jay C. Hoag5 |
4,325,015 | * | ||||||
Ted Sarandos6 |
595,262 | * | ||||||
Greg Peters7 |
289,525 | * | ||||||
David Hyman8 |
227,677 | * | ||||||
David Wells9 |
138,286 | * | ||||||
Richard N. Barton10 |
73,033 | * | ||||||
Leslie Kilgore11 |
48,320 | * | ||||||
Spencer Neumann12 |
45,919 | * | ||||||
Timothy M. Haley13 |
36,326 | * | ||||||
Kelly Bennett14 |
35,226 | * | ||||||
Bradford L. Smith15 |
28,871 | * | ||||||
Ann Mather16 |
15,366 | * | ||||||
Anne M. Sweeney17 |
10,205 | * | ||||||
Rodolphe Belmer18 |
5,179 | * | ||||||
Susan E. Rice19 |
4,728 | * | ||||||
Mathias Döpfner20 |
3,644 | * | ||||||
All directors and executive officers as a group (19 persons)21 |
15,163,363 | 3.40 | % |
* | Less than 1% of the Companys outstanding shares of common stock. |
1. | As of December 31, 2019, based on information provided by Capital Research Global Investors in the Schedule 13G filed February 13, 2020. Of the shares beneficially owned, Capital Research Global Investors reported that it has sole dispositive power with respect to all the shares and sole voting power with respect to 38,001,633 shares. |
2. | As of December 31, 2019, based on information provided by The Vanguard Group, Inc. in the Schedule 13G filed February 10, 2020. Of the shares beneficially owned, The Vanguard Group, Inc. reported that it has sole dispositive power with respect to 32,642,262 shares, shared dispositive power with respect to 751,668 shares, sole voting power with respect to 673,767 shares and shared voting power with respect to 117,463 shares. |
3. | As of December 31, 2019, based on information provided by BlackRock, Inc. in the Schedule 13G filed February 5, 2020. Of the shares beneficially owned, BlackRock, Inc. reported that it has sole dispositive power with respect to all of the shares and sole voting power with respect to 23,377,437 shares. |
96 NETFLIX
4. | Includes options to purchase 4,014,620 shares. Mr. Hastings is a trustee of the Hastings-Quillin Family Trust, which is the holder of 5,251,392 of the Companys shares. |
5. | Includes (i) 1,855,685 common shares that are directly held by TCV VII, L.P. (TCV VII), (ii) 963,689 common shares that are directly held by TCV VII (A), L.P. (TCV VII (A)), (iii) 16,046 common shares that are directly held by TCV Member Fund, L.P. (Member Fund), (iv) 640,434 common shares that are directly held by Orange Investor, L.P. (Orange Investor), (v) 172,704 common shares that are directly held by Orange Investor (A), L.P. (Orange Investor (A)), (vi) 39,777 common shares that are directly held by Orange Investor (B), L.P. (Orange Investor (B)), (vii) 47,085 common shares that are directly held by Orange (MF) Investor, L.P. (Orange Investor (MF)), (viii) options to purchase 54,246 common shares held by Jay C. Hoag, (ix) 438,215 common shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the Hoag Family Trust), and (x) 97,134 common shares held by Hamilton Investments Limited Partnership (Hamilton Investments). |
Jay C. Hoag and seven other individuals (the Class A Directors) are Class A Directors of Technology Crossover Management VII, Ltd. (Management VII) and limited partners of Technology Crossover Management VII, L.P. (TCM VII) and Member Fund. Management VII is the general partner of TCM VII, which is the general partner of TCV VII and TCV VII (A). Management VII is also a general partner of Member Fund. The Class A Directors of Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, TCV VII (A) and Member Fund, but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
Mr. Hoag and six other individuals are Class A Directors of Technology Crossover Management VIII, Ltd. (Management VIII) and limited partners of Technology Crossover Management VIII, L.P. (TCM VIII). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Orange Investor GP, LLC (Orange GP), which in turn is the sole general partner of Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor. The Class A Directors of Management VIII and TCM VIII may be deemed to beneficially own the shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The shares held by Orange Investor, Orange (A) Investor, Orange (B) Investor, and Orange (MF) Investor are also pledged as collateral for a third party debt facility. |
Mr. Hoag has the sole power to dispose and direct the disposition of the options and any shares issuable upon exercise of the options, and the sole power to direct the vote of the shares of common stock to be received upon exercise of the options. However, with respect to the options, Mr. Hoag has transferred to TCV VII Management, L.L.C. (TCV VII Management) and TCV VIII Management, L.L.C. (TCV VIII Management) 100% of the pecuniary interest in such options and any shares to be issued upon exercise of such options. Mr. Hoag is a member of TCV VII Management and TCV VIII Management but disclaims beneficial ownership of such options and any shares to be received upon exercise of such options except to the extent of his pecuniary interest therein. |
Mr. Hoag is a trustee of the Hoag Family Trust and may be deemed to have the sole power to dispose or direct the disposition of the shares held by the Hoag Family Trust. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments and may be deemed to have the sole power to dispose or direct the disposition of the shares held by Hamilton Investments. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
6. | Includes options to purchase 595,262 shares. |
7. | Includes options to purchase 276,435 shares. |
8. | Includes options to purchase 196,067 shares. |
9. | Includes options to purchase 123,469 shares. |
10. | Includes options to purchase 55,884 shares. Mr. Barton is a trustee of the Barton Family Foundation, which is the holder of 10,000 of the Companys shares. |
11. | Includes options to purchase 13,124 shares. |
12. | Includes options to purchase 45,919 shares. |
13. | Includes options to purchase 36,326 shares. |
14. | Includes options to purchase 35,226 shares. |
15. | Includes options to purchase 22,372 shares. |
16. | Includes options to purchase 15,366 shares. |
17. | Includes options to purchase 10,205 shares. |
18. | Includes options to purchase 5,179 shares. |
19. | Includes options to purchase 4,728 shares. |
20. | Includes options to purchase 3,619 shares. |
21. | Includes, without duplication, the shares and options listed in footnotes (4) through (20) above. |
2020 PROXY STATEMENT 97
Stockholders sharing an address with another stockholder may receive only one Notice of Internet Availability of Proxy Materials at that address unless they have provided contrary instructions. Any such stockholder who wishes to receive a separate Notice of Internet Availability of Proxy Materials now or in the future may write or call Broadridge to request a separate copy from:
Householding Department
Broadridge
51 Mercedes Way, Edgewood, NY 11717
(800) 542-1061
Broadridge will promptly, upon written or oral request, deliver a Notice of Internet Availability of Proxy Materials, or if requested, a separate copy of its annual report or this Proxy Statement to any stockholder at a shared address to which only a single copy was delivered.
Similarly, stockholders sharing an address with another stockholder who have received multiple copies of the Companys Notice of Internet Availability of Proxy Materials may write or call the above address and phone number to request delivery of a single copy in the future.
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The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment.
By order of the Board
David Hyman
Chief Legal Officer and Secretary
April 22, 2020
Los Gatos, California
2020 PROXY STATEMENT 99
NETFLIX, INC.
2020 STOCK PLAN
1. | Purposes of the Plan. The purposes of this Plan are: |
| to attract and retain the best available personnel for positions of substantial responsibility, |
| to provide additional incentive to Employees, Directors and Consultants, and |
| to promote the success of the Companys business. |
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents. |
2. | Definitions. As used herein, the following definitions will apply: |
(a) | Administrator means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan. |
(b) | Applicable Laws means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan. |
(c) | Award means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Dividend Equivalents. |
(d) | Award Agreement means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan. |
(e) | Board means the Board of Directors of the Company. |
(f) | Change in Control means the occurrence of any of the following events: |
(i) | Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (Person) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Companys then outstanding voting securities; or |
(ii) | A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in control; or |
(iii) | There is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets, other than (A) a sale or disposition by the Company of all or substantially all of the Companys assets to an entity, more than fifty percent (50%) of |
2020 PROXY STATEMENT A-1
the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Companys assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a Subsidiary, the ultimate Parent thereof; or |
(iv) | The consummation of a merger or consolidation of the Company, with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its Parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity or its Parent outstanding immediately after such merger or consolidation. |
(g) | Code means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code. |
(h) | Committee means a committee of Directors or Officers or other Employees appointed by the Board in accordance with Section 4 hereof. Each Committee must satisfy Applicable Laws. |
(i) | Common Stock means the common stock of the Company. |
(j) | Company means Netflix, Inc., a Delaware corporation, or any successor thereto. |
(k) | Consultant means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. |
(l) | Director means a member of the Board. |
(m) | Disability means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. |
(n) | Dividend Equivalent means any right granted under Section 10 of the Plan. |
(o) | Earnings Per Share means the Companys after-tax Profit, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding. |
(p) | Effective Time means the date the Plan is adopted by the Board, at 12:01 a.m. Pacific Time on such date. |
(q) | Employee means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. |
(r) | Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. |
(s) | Excise Tax means the excise tax imposed by Section 4999 of the Code. |
(t) | Exchange Program means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. Notwithstanding the preceding, the term Exchange Program does not include any action described in Section 13 or Section 14. |
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(u) | Fair Market Value means, as of any date, the last quoted per share selling price for Shares on the Nasdaq Global Select Market on the relevant date, or if there were no sales on such date, the arithmetic mean of the highest and lowest quoted selling prices on the nearest day before and the nearest day after the relevant date, as determined by the Administrator. Notwithstanding the preceding, for U.S. and non-U.S. federal, state, and local income tax reporting and withholding purposes, fair market value shall be determined by the Administrator (or its delegate) in accordance with uniform and nondiscriminatory standards adopted by it from time to time consistent with Applicable Laws. |
(v) | Fiscal Year means the fiscal year of the Company. |
(w) | Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. |
(x) | Misconduct means that the Company has been required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, and the Administrator or its delegate has determined in its sole discretion that a Participant (i) had knowledge of the material noncompliance or circumstances giving rise to such noncompliance and willfully failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company; or (ii) knowingly engaged in practices which materially contributed to the circumstances that enabled such material noncompliance to occur. |
The Administrator or its delegate shall determine in its sole discretion whether the Participant has engaged in Misconduct, and its determination shall be conclusive and binding on all interested persons; provided that no Officer, Director or Employee shall participate in any decision regarding the determination of Misconduct or forfeiture with respect to his or her own Awards. |
(y) | Nonstatutory Stock Option means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option. |
(z) | Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. |
(aa) | Option means a stock option granted pursuant to the Plan. |
(bb) | Option Agreement means the written or electronic agreement setting forth the terms and provisions applicable to each Option granted under the Plan. Each Option Agreement is subject to the terms of the Plan. |
(cc) | Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code. |
(dd) | Participant means the holder of an outstanding Award. |
(ee) | Performance-Based Award means an Award that is earned or becomes vested on account of achievement of one or more Performance Goals. |
(ff) | Performance Goals means the goal(s) (or combined goal(s)) determined by the Administrator in its discretion to be applicable to a Participant for a Performance Period. As determined by the Administrator, the Performance Goals applicable to each Participant shall provide for a targeted level or levels of achievement based on measures including, but not limited to, the following: (a) Earnings Per Share, (b) Profit, (c) Return on Equity, (d) Revenue, (e) Subscriber Metrics, and (f) Total Shareholder Return. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited, the passage of time and/or against other companies |
2020 PROXY STATEMENT A-3
or financial metrics), (iii) on a per share and/or share per capita basis, (iv) against the performance of the Company as a whole or against particular segments or products of the Company and/or (v) on a pre-tax or after-tax basis. The Administrator shall determine whether any element(s) (for example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles). |
(gg) | Performance Period means the time period during which the performance objectives or continued status as an Employee, Director or Consultant must be met. |
(hh) | Period of Restriction means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture, as provided in Section 7. Notwithstanding any contrary provision of the Plan, (i) a Period of Restriction that expires solely as the result of continued employment or service shall expire in full no earlier than the three (3) year anniversary of the grant date, and (ii) a Period of Restriction that does not expire solely as the result of continued employment or service shall expire in full no earlier than the one (1) year anniversary of the grant date, unless determined otherwise by the Administrator at its discretion solely by reason of death, Disability, retirement or major capital change. |
(ii) | Plan means this 2020 Stock Plan. |
(jj) | Prior 162(m) means Section 162(m) of the Code as in effect prior to its amendment by the Tax Cuts and Jobs Act, P.L. 115-97, including the regulations and guidance promulgated in respect of Section 162(m) of the Code as in effect prior to such amendment. |
(kk) | Prior Award means, individually or collectively, a grant under the Prior Plan of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units. |
(ll) | Prior Plan means the Companys 2011 Stock Plan. |
(mm) | Profit means income. |
(nn) | Restricted Stock means Shares issued pursuant to an Award of Restricted Stock under Section 7 of the Plan. |
(oo) | Restricted Stock Unit or RSU means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. |
(pp) | Return on Equity means the percentage equal to the Companys after-tax Profit divided by average stockholders equity. |
(qq) | Revenue means the Companys net revenues generated from third parties. |
(rr) | Rule 16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. |
(ss) | Section 16(b) means Section 16(b) of the Exchange Act. |
(tt) | Section 162(m) Grandfathering means the regulations or other guidance promulgated in respect of transition rules under Section 162(m) of the Code, as Section 162(m) of the Code is in effect from time to time on or after this adoption of this Plan dated March 4, 2020, extending the deductibility of each Prior Award intended to be qualified performance-based compensation under Prior Section 162(m). |
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(uu) | Service Provider means an Employee, Director or Consultant. |
(vv) | Share means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan. |
(ww) | Stock Appreciation Right or SAR means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right. |
(xx) | Stockholder Approval Date means the date of stockholder approval of the Plan in accordance with Section 24 herein. |
(yy) | Subscriber Metrics means the objective and measurable goals approved by the Administrator that relate to the acquisition, retention and/or satisfaction of subscribers. |
(zz) | Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code. |
(aaa) | Successor means, in the event of a Change in Control, the acquiring or succeeding company (or an affiliate thereof). |
(bbb) | Tax Obligations means tax and social insurance liability obligations and requirements in connection with the Awards, including, without limitation, (a) all U.S. and non-U.S. federal, state, and local taxes (including the Participants FICA obligation) that are required to be withheld by the Company or the employing Subsidiary, (b) the Participants and, to the extent required by the Company (or the employing Subsidiary), the Companys (or the employing Subsidiarys) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of Shares, and (c) any other Company (or employing Subsidiary) taxes the responsibility for which the Participant has agreed to bear with respect to such Award (or exercise thereof or issuance of Shares thereunder). |
(ccc) | Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share. |
3. | Stock Subject to the Plan. |
(a) | Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is equal to the sum of the following (the Share Limit): (A) 17,500,000 Shares, plus (B) the number of Shares available for additional award grant purposes under the Prior Plan as of the Effective Time, plus (C) the number of Shares subject to Prior Awards that are outstanding as of the Effective Time which expire or become unexercisable without having been exercised in full after the Effective Time, plus (D) the number of Shares subject to restricted stock and restricted stock unit awards granted under the Prior Plan that are outstanding and unvested at the Effective Time that are forfeited or repurchased by the Company without having become vested; provided that in no event shall the Share Limit exceed 41,724,628 Shares (which is the sum of the 17,500,000 Shares set forth above, plus the number of Shares available under the Prior Plan for additional award grant purposes as of the Effective Time, plus the aggregate number of Shares subject to outstanding Prior Awards as of the Effective Time). The Shares may be authorized, but unissued, or reacquired Common Stock. Any Shares subject to an Award of Restricted Stock or Restricted Stock Units will be counted against the numerical limits of this Section 3 as 2.39 Shares for every one (1) Share subject to the Award. If Shares acquired pursuant to an Award of Restricted Stock or Restricted Stock Units are forfeited to the Company or repurchased by the Company and otherwise would return to the Plan pursuant to Section 3(c), 2.39 times the number of Shares so forfeited or repurchased will return to the Plan and again will become available for issuance. |
2020 PROXY STATEMENT A-5
(b) | Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to the Company or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) that were subject thereto will become available for future grant or sale under the Plan. Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise or purchase price of an Award and/or to satisfy the tax withholding obligations related to an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan. Shares actually issued pursuant to Awards transferred under any Exchange Program to reprice options or stock appreciation rights will not become available for grant under the 2020 Plan. Notwithstanding the foregoing provisions of this Section 3(b), subject to adjustment provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan under this Section 3(b). |
(c) | Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. |
(d) | Successor to the Prior Plan. The Plan is intended as the successor to the Prior Plan. Following the Stockholder Approval Date, no additional stock awards may be granted under the Prior Plan. In addition, from and after 12:01 a.m. Pacific Time on the Stockholder Approval Date, all outstanding stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan; provided, however, that any Shares subject to Prior Awards that are outstanding as of the Effective Time which expire or become unexercisable without having been exercised in full after the Effective Time and any Shares subject to restricted stock and restricted stock unit awards granted under the Prior Plan that are outstanding and unvested as of the Effective Time that are forfeited or repurchased by the Company without having become vested will become available for issuance for Awards under the Plan (as further described in Section 3(a) herein). All Awards granted on or after 12:01 a.m. Pacific Time on the Stockholder Approval Date will be subject to the terms of the Plan. |
4. | Administration of the Plan. |
(a) | Procedure. |
(i) | Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. |
(ii) | Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. |
(iii) | Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) one or more Committees, each of which committee will be constituted to satisfy Applicable Laws. |
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(iv) | Prior Section 162(m). Notwithstanding anything to the contrary herein, no provision of this Plan is intended to result in non-deductibility of Prior Awards that were intended to be deductible in accordance with Prior Section 162(m), and any Prior Awards granted under the Prior Plan and that are outstanding as of the date the adoption of the Plan shall remain subject to the Prior Plan to the extent necessary to comply with Section 162(m) of the Code. The Company intends to avail itself of transition relief applicable to such Prior Awards, if any, in connection with Section 162(m) of the Code (including, without limitation, in accordance with the Section 162(m) Grandfathering) to the maximum extent permitted by regulations and other guidance promulgated to implement such transition relief. The determination by the Company regarding whether transition relief is available shall be made in its sole discretion. |
(b) | Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: |
(i) | to determine the Fair Market Value; |
(ii) | to select the Service Providers to whom Awards may be granted hereunder; |
(iii) | to determine the number of Shares to be covered by each Award granted hereunder; |
(iv) | to approve forms of Award Agreements for use under the Plan; |
(v) | to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; |
(vi) | to determine the terms and conditions of any Exchange Program (provided that no Exchange Program shall be implemented unless the approval of the stockholders of the Company is obtained for such Exchange Program); |
(vii) | to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; |
(viii) | to prescribe, amend and rescind rules and regulations relating to the Plan, including (but not limited to) rules and regulations for automatic grants of Awards pursuant to such procedures as the Administrator may establish from time to time, and rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-U.S. laws; |
(ix) | to modify or amend each Award (subject to Section 19 of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options); |
(x) | to allow Participants to satisfy Tax Obligations in such manner as prescribed in Section 15 of the Plan; |
(xi) | to authorize any person to execute on behalf of the Company any instrument required to affect the grant of an Award previously granted by the Administrator; |
(xii) | to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and |
2020 PROXY STATEMENT A-7
(xiii) | to make all other determinations deemed necessary or advisable for administering the Plan. |
(c) | Effect of Administrators Decision. The Administrators decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards. |
(d) | No Liability. Under no circumstances shall the Company, any Parent or Subsidiary, the Administrator, or the Board incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Companys, any Parents or Subsidiarys, the Administrators or the Boards roles in connection with the Plan. |
5. | Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. |
6. | Stock Options. |
(a) | Limitations. Each Option will be designated in the applicable Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. The Administrator, in its sole discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options (and/or SARs) covering more than 5,000,000 Shares. The Administrator may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof. For the avoidance of doubt, Options may be granted pursuant to a Company compensation program or arrangement whereby Service Providers elect to receive Options in lieu of any or all cash compensation, unless provided otherwise by the Administrator. |
(b) | Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. |
(c) | Option Exercise Price and Consideration. |
(i) | The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c)(i), Options may be granted with a per Share exercise price of less than one |
A-8 NETFLIX
hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. |
(ii) | Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. |
(iii) | Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment, which will be specified in the Option Agreement. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (5) by net exercise; (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7) any combination of the foregoing methods of payment. |
(d) | Exercise of Option. |
(i) | Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. |
An Option will be deemed exercised when the Company receives: (1) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (2) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued. |
Subject to Section 3(b), exercising an Option will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. |
(ii) | Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of |
2020 PROXY STATEMENT A-9
termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option will remain exercisable for three (3) months following the Participants termination. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. |
(iii) | Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participants Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option will remain exercisable for twelve (12) months following the Participant ceasing to be a Service Provider as a result of the Participants Disability. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. |
(iv) | Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participants death within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Option agreement, the Option will remain exercisable for twelve (12) months following Participants death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. |
7. | Restricted Stock. |
(a) | Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. The Administrator, in its sole discretion, shall determine the number of Shares to be granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more than 5,000,000 Shares of Restricted Stock (and/or Restricted Stock Units). |
(b) | Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the |
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Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. |
(c) | Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. |
(d) | Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. |
(e) | Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. |
(f) | Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. |
(g) | Dividends, Dividend Equivalents and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. Notwithstanding the foregoing, any such rights to dividend, Dividend Equivalent, or other distribution payments are subject to the limitations described in Section 10. |
(h) | Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. |
8. | Restricted Stock Units. |
(a) | Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. The Administrator shall have complete discretion in determining the number of Restricted Stock Units granted to each Participant, provided that during any Fiscal Year, no Participant shall be granted more than a total of 5,000,000 Restricted Stock Units (and/or Shares of Restricted Stock). After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. |
(b) | Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Companywide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. The Administrator, in its discretion, may determine that the performance objectives applicable to Restricted Stock Units shall be based on the achievement of Performance Goals. |
(c) | Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. |
2020 PROXY STATEMENT A-11
(d) | Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. |
(e) | Dividends, Dividend Equivalents and Other Distributions. Dividends and other distributions declared during the period of time after a Restricted Stock Unit Award is granted and prior to such Award meeting the applicable vesting criteria and settling in Shares shall only become payable if (and to the extent) such Award vests and that the Administrator provides that the Award is accompanied by rights to dividends, Dividend Equivalents or other distributions. Notwithstanding the foregoing, any such rights to dividend, Dividend Equivalent, or other distribution payments are subject to the limitations described in Section 10. |
(f) | Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. |
9. | Stock Appreciation Rights. |
(a) | Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs (and/or Options) covering more than a total of 5,000,000 Shares. |
(b) | Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider. |
(c) | Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. |
(d) | Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. |
(e) | Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. |
Notwithstanding the foregoing, the rules of Section 6(b) relating to the maximum term and Section 6(d) relating to exercise also will apply to Stock Appreciation Rights. |
(f) | Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying: |
(i) | The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times |
(ii) | The number of Shares with respect to which the Stock Appreciation Right is exercised. |
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At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. |
10. | Dividend Equivalents. The Administrator is hereby authorized to grant Dividend Equivalents to Service Providers under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Administrator) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Administrator. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Administrator shall determine. Notwithstanding the foregoing: (i) the Administrator may not grant Dividend Equivalents to Participants in connection with grants of Options or Stock Appreciation Rights and (ii) dividend and Dividend Equivalent and other distribution amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until all conditions or restrictions relating to such Share have been satisfied or lapsed and shall be forfeited if all of such conditions or restrictions are never satisfied or lapse. |
11. | Compliance With Section 409A of the Code. The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Participant shall not be considered to have terminated employment or service with the Company, or a Parent or Subsidiary, for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a separation from service from the Company, its Parent or any Subsidiary within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the short term deferral period as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. |
12. | Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option. |
13. | Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the |
2020 PROXY STATEMENT A-13
laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. Unless otherwise determined by the Administrator, the Participant may, subject to such terms and conditions as the Administrator deems advisable, assign or transfer all or part of a vested Nonstatutory Stock Options during a Participants lifetime to a (a) Participants spouse, former spouse or dependent pursuant to a court-approved domestic relations order that relates to the provision of child support, alimony payments or marital property rights, or (b) trust or other similar estate planning entity that is solely for the benefit of the Participant and/or the Participants immediate family. In such case, the transferee shall receive and hold the Option subject to the provisions of this Section 13, and there shall be no further assignation or transfer of the Option. |
14. | Adjustments; Dissolution or Liquidation; Change in Control. |
(a) | Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan. |
(b) | Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. |
(c) | Change in Control. |
(i) | Assumption, Substitution or Continuation of Outstanding Awards. In the event of a Change in Control in which the Successor proposes to assume, substitute or continue equivalent awards (with such adjustments as may be required or permitted by Section 14(a) of the Plan, with appropriate adjustments as to the number and kind of shares and prices), any substitute equivalent award must (a) have a value at least equal to the value of the Award being substituted; (b) relate to a publicly-traded equity security of the Successor involved in the Change in Control or another publicly traded entity that is affiliated with the Successor following the Change in Control; (c) be the same type of award as the Award being substituted; (d) be vested to the extent the Award being substituted was vested at the time of the Change in Control and (e) have other terms and conditions (including by way of example, vesting and exercisability) that are the same or more favorable to the Participant than the terms and conditions of the Award being substituted, in each case, as reasonably determined by the Administrator (as constituted prior to the Change in Control) in good faith. If a Participants Award is assumed, substituted or continued by the Successor pursuant to this Section 14(c)(i), then, subject to the remaining provisions of this Section 14(c), such Award will not vest or lapse solely as a result of the Change in Control but will instead remain outstanding under the terms pursuant to which it has been assumed, substituted, or continued and will continue to vest or lapse pursuant to such terms. |
(A) | For the purposes of Section 14(c) of the Plan, an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for |
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each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor or its Parent, the Administrator may, with the consent of the Successor, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the Successor or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. |
(ii) | No Assumption, Substitution, or Continuation of Outstanding Awards. If for any reason outstanding Awards are not assumed, substituted, or continued pursuant to Section 14(c)(i), such outstanding Awards will be subject to the following rules, in each case effective immediately prior to such Change in Control but conditioned upon completion of such Change in Control, with any corresponding payments made as soon as reasonably practicable after the Change in Control, but no later than within 30 days following the date of the Change in Control: |
(A) | Options and Stock Appreciation Rights. All Options and Stock Appreciation Rights will become fully vested and exercisable. The Administrator will give Participants a reasonable opportunity (at least 30 days if practicable) to exercise any or all Options and Stock Appreciation Rights before the consummation of the transaction resulting in the Change in Control, provided that any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void and such Options and Stock Appreciation Rights will be restored to their status as if there had been no Change in Control. If a Participant does not exercise all Options and Stock Appreciation Rights prior to the Change in Control, the Administrator will pay such Participant in exchange for the cancellation of each such unexercised Options and Stock Appreciation Rights the difference between the exercise price for such Option or the grant price for such Stock Appreciation Right and the per Share consideration provided to other similarly situated shareholders in such Change in Control; provided, however, that if the exercise price of such Option or the grant price of such Stock Appreciation Right exceeds the aforementioned consideration provided, then such unexercised Option or Stock Appreciation Right will be canceled and terminated without any payment. |
(B) | Vesting of Restricted Stock Units and Lapse of Restricted Stock Restrictions, for Awards that are not Performance-Based Awards. All restrictions imposed on Restricted Stock Units and Restricted Stock that are not performance-based will lapse and be of no further force and effect, such that all such Restricted Stock Units and Restricted Stock will become fully vested, and the Period of Restriction will expire for such Awards of Restricted Stock. Restricted Stock Units will be settled and paid in cash and/or Shares at the Administrators discretion, and Restricted Stock will be paid in cash and/or Shares at the Administrators discretion; provided, however that if any such payment is to be made in Shares, the Administrator may in its discretion, provide such holders the consideration provided to other similarly situated shareholders in such Change in Control. |
2020 PROXY STATEMENT A-15
(C) | Vesting, Payment and Achievement of Performance-Based Awards. All Performance-Based Awards for which the Performance Period has been completed as of the date of the Change Control but have not yet been paid will vest and be paid in cash and/or Shares at such time at the Administrators discretion, with all Performance Goals to be deemed achieved at actual performance. Unless otherwise provided in the applicable Award Agreement, all Performance-Based Awards for which the Performance Period has not been completed as of the date of the Change in Control will, with respect to each Performance Goal or other vesting criteria, be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and vest and be paid out for the entire Performance Period (and not pro rata), with the manner of payment to be made in cash or Shares at the Administrators discretion; provided, however that if any such payment is to be made in Shares, the Administrator may in its reasonable discretion, provide such holders the consideration provided to other similarly situated shareholders in such Change in Control. |
(D) | Notwithstanding anything in Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if the Company or its Successor modifies any of such Performance Goals without the Participants consent; provided, however, a modification to such Performance Goals only to reflect the Successors post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. |
(iii) | Termination, Amendment and Modifications of Change in Control Provisions. Notwithstanding any other provision of the Plan or any Award Agreement provision, the provisions of Section 14(c) of the Plan may not be terminated, amended, or modified in any manner that adversely affects any then-outstanding Award or Award Participant without the prior written consent of the Participant, unless for the purpose of complying with Applicable Laws and regulations. |
(iv) | Limitation on Change in Control Payments. Notwithstanding anything in Section 14(c) of the Plan to the contrary, if, with respect to a Participant, the acceleration of the vesting of an Award or the payment of cash in exchange for all or part of the Award (i) could be deemed a parachute payment within the meaning of Section 280G of the Code and (ii) but for Section 14(c) of the Plan, would be subject to an Excise Tax, then the payments to such Participant pursuant to Section 14(c) of the Plan shall be either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Participant otherwise agree in writing, any determination required under this Section 14(c)(iv) shall be made in writing in good faith by an accounting firm chosen by the Administrator. If a reduction in benefits is required only under the Plan, the reduction will apply to the Participants payments under Section 14(c) of the Plan, as applicable, provided further than such payments will be reduced (or acceleration of vesting eliminated) in the following order: the order specified by the Participants Award Agreement, the order specified by any other written agreement between the Participant and the Company, the vesting acceleration of Options or Stock Appreciation Rights, then the vesting acceleration of equity awards other than Options or Stock Appreciation Rights. In the event that acceleration of vesting of Options, |
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Stock Appreciation Rights or other equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Participants Options, Stock Appreciation Rights or other equity awards, as applicable. If two or more Options, Stock Appreciation Rights or other equity awards are granted on the same day, the Options, Stock Appreciation Rights or other equity awards, as applicable, will be reduced on a pro-rata basis. For purposes of making the calculations required by this Section 14(c)(iv), the accountant selected by the Administrator may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to such accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 14(c)(iv). |
15. | Tax Withholding. |
(a) | Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all Tax Obligations with respect to such Award (or exercise thereof). |
(b) | Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may determine to permit the satisfaction of such withholding obligations for such Tax Obligations, in whole or in part, by any of the following methods (without limitation): (a) causing the Participant to tender a cash payment, (b) having the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld pursuant to the Tax Obligations but not to exceed the sum of all statutory maximum rates applicable in the Participants jurisdiction(s) (provided, in the case of a Participant who is an officer of the Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act, or any successor law (or any successor rule), that any withholding amount that exceeds the amount that is required to be withheld pursuant to the Tax Obligations for such Participant is approved in advance by the Administrator or the Board (such requirement, the Section 16 Officer Condition)), (c) causing the Participant to deliver to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld pursuant to the Tax Obligations but not to exceed the sum of all statutory maximum rates applicable in the Participants jurisdiction(s), subject to the Section 16 Officer Condition, or (d) having the Company withhold from proceeds of the sale of Shares issued pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company, provided that, in all instances, the satisfaction of the Tax Obligations will not result in any adverse accounting consequence to the Company, as the Committee may determine in its sole discretion. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. |
16. | No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participants relationship as a Service Provider with the Company or a Parent or Subsidiary, nor will they interfere in any way with the Participants right or the right of the Company or a Parent or Subsidiary to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. |
17. | Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later (but not earlier) date as is determined by |
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the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. |
18. | Term of Plan. Subject to Section 24 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 19 of the Plan. |
19. | Amendment and Termination of the Plan. |
(a) | Amendment and Termination. The Board or its delegate may at any time amend, alter, suspend or terminate the Plan. |
(b) | Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. |
(c) | Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. |
20. | Conditions Upon Issuance of Shares. |
(a) | Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. |
(b) | Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. |
21. | Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Companys counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained. |
22. | Misconduct. Notwithstanding any other provision or term of this Plan or any Award Agreement, in the event that the Administrator or its delegate determines in its sole discretion that a Participant has engaged in Misconduct, the Administrator may, in its discretion, determine that the Participant shall not vest or otherwise earn Performance-Based Awards provided for pursuant to the terms of this Plan and their Award Agreements, and the Participant shall have no rights or entitlements whatsoever to the Performance-Based Awards thereafter, provided that such Performance-Based Awards were granted to such Participant, vested, or otherwise earned during the one-year period preceding the date on which the Company disclosed on Form 8-K or in other publicly-filed disclosure that it is required to restate its financial statements. The Administrator and its delegate expressly reserve all rights and remedies with respect to treatment of any such Performance-Based Awards, including, without limitation, withholding or rescinding any such Performance-Based Awards or demanding repayment for any cash proceeds that may have been distributed to a Participant in respect of any such Performance-Based Awards. Notwithstanding |
A-18 NETFLIX
the foregoing, no Officer, Director or Employee shall participate in any decision regarding the determination of Misconduct or forfeiture with respect to his or her own Performance-Based Awards. |
23. | Choice of Law and Venue. The Plan shall be administered, construed and governed in accordance with the Code, and the laws of the State of Delaware, but without regard to its conflict of law rules. The Participant agrees to consent to personal jurisdiction of the state and federal courts situated within New Castle County, Delaware for purposes of enforcing this Plan, and waive any objection that the Participant might have to personal jurisdiction or venue in those courts. |
24. | Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. |
2020 PROXY STATEMENT A-19
NETFLIX, INC. 100 WINCHESTER CIRCLE LOS GATOS, CA 95032 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m. Pacific Time on June 3, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/nflx2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m. Pacific Time on June 3, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
D08730-P39011 KEEP THIS PORTION FOR YOUR RECORDS | ||||
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NETFLIX, INC. |
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The Board of Directors recommends you vote FOR the following proposals:
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1. To elect three Class III directors to hold office until the
2023
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Nominees: |
For | Withhold | ||||||||||||||||||||||||||||||||
1a. Reed Hastings |
☐ | ☐ | The Board of Directors recommends you vote AGAINST the following proposals: | For | Against | Abstain | ||||||||||||||||||||||||||||
1b. Jay C. Hoag |
☐ | ☐ | 5. | Stockholder proposal regarding political disclosures, if properly presented at the meeting.
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1c. Mathias Döpfner |
☐ | ☐ | 6. | Stockholder proposal for simple majority vote, if properly presented at the meeting.
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For | Against | Abstain | 7. | Stockholder proposal for EEO policy risk report, if properly presented at the meeting.
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2. To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2020. |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
3. Advisory approval of the Companys executive officer compensation. |
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4. Approval of the Netflix, Inc. 2020 Stock Plan. |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
Mark box at right if an address change or comment has been noted on this card. |
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This proxy should be marked, dated and signed by the stockholder or stockholders exactly as the stockholders or stockholders name(s) appear(s) hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary or representative capacity should so indicate. If shares are held by joint tenants, as community property or otherwise by more than one person, all should sign. |
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D08731-P39011
FORM OF PROXY
NETFLIX, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 4, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Netflix, Inc. (the Company) hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 22, 2020, and hereby appoints Reed Hastings and Spencer Neumann, and each of them, with full power of substitution, as proxy or proxies to vote all shares of the Companys common stock of the undersigned at the Annual Meeting of Stockholders of Netflix, Inc. to be held on June 4, 2020, and at any adjournments thereof, upon the proposals set forth in this proxy and described in the Proxy Statement, and in their discretion with respect to such other matters as may be properly brought before the meeting or any adjournments thereof.
If this proxy is properly executed and returned, this proxy will be voted for the specifications made on the reverse side or if no direction is made, this proxy will be voted FOR the nominees for Class III directors set forth on the reverse side (item 1), FOR items 2, 3, and 4, and AGAINST items 5, 6, and 7, and in the discretion of the proxies on all other matters as may be properly brought before the meeting or any adjournments thereof.
Either of such proxies or substitutes shall have and may exercise all of the powers of said proxies hereunder.
Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side