8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 5, 2025

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NETFLIX, INC.

(Exact name of registrant as specified in its charter)

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(408) 540-3700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, par value $0.001 per shareNFLXNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

On June 5, 2025, Netflix, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of April 7, 2025, the Company’s record date, there were a total of 425,571,266 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 368,794,416 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. For more information about the following proposals, see the Company’s definitive proxy statement, dated April 17, 2025.

The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each matter voted upon are set forth below.

1. Election of Directors

At the Annual Meeting, Mr. Jay Hoag did not receive a majority of votes cast in his election to the board of directors (the “Board”). In accordance with the Company’s director resignation policy (the “Resignation Policy”), on June 5, 2025, Mr. Hoag offered his resignation from the Board, conditioned upon Board acceptance. In accordance with the Resignation Policy, the Nominating and Governance Committee (the “Committee”) of the Board will consider Mr. Hoag’s resignation and recommend to the Board regarding whether to accept or reject the resignation or take other action. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified.

2. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved.

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

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

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.