Independent
Tenure on this board
24.4 yrs
Also a director at
Zillow Group Inc (ZG)
12 nominees · 7 ballot items.
Elect 12 directors; ratify Ernst & Young LLP as auditors; advisory approval of Named Executive Officer compensation (say-on-pay); and consider four stockholder proposals on written consent, an ESG ROI report, a report on politicized brand misalignment, and adoption of cumulative voting.
Elect twelve directors nominated by the Board to hold office until the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (say-on-pay).
This management proposal requests an advisory (non-binding) approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy materials (the annual say-on-pay vote). Management frames the vote as a validation of a compensation program designed to attract and retain top talent, emphasize pay-for-performance through a mix of PSUs and RSUs, and align executive incentives with stockholder interests via payout metrics tied to F/X Neutral Revenue, F/X Neutral Operating Margin, and relative TSR for long-term awards. The Board and Compensation Committee highlight recent program changes (transition from options to RSUs/PSUs, performance metrics, and modified severance/retention features) and point to strong prior say-on-pay support as evidence of alignment. A FOR vote would endorse management’s compensation philosophy and support stability in executive pay design; a AGAINST vote would signal stockholder dissatisfaction and could prompt further engagement and potential program adjustments. The vote is advisory only and does not change compensation directly, but institutional investors and proxy advisors often treat the result as important feedback. The Board recommends FOR and justifies that the program ties pay to company financial performance and long-term shareholder value creation, while acknowledging the advisory nature of the vote. Given Netflix’s recent strong operating performance and the Compensation Committee’s use of relative and absolute metrics, the proposal sits at the intersection of governance feedback, talent retention needs, and pay-for-performance scrutiny, making the outcome relevant for compensation strategy continuity and investor relations.
Stockholder proposal requesting the Board to permit stockholders to take corporate action by written consent without unnecessary ownership-duration or holding-form restrictions.
Stockholder proposal requesting a report disclosing the extent to which ESG investments identified in the 2024 ESG Report were authorized and maintained based on NPV and ROI calculations, excluding proprietary information.
Stockholder proposal requesting the Board conduct an evaluation and issue a report on how Netflix’s branding, marketing, and public policy positions may expose the company to legal, regulatory, and reputational risk and impact shareholder value.
Stockholder proposal requesting the adoption of cumulative voting for director elections (amend Charter and Bylaws and implement procedures).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 274,400,652 | $26.4B |
| 2 | STATE STREET CORP | 4.07% | 171,654,762 | $16.5B |
| 3 | FMR LLC | 3.35% | 141,307,128 | $13.6B |
| 4 | BlackRock, Inc. | 3.06% | 128,970,034 | $12.4B |
| 5 | Capital World Investors | 2.35% | 99,103,552 | $9.5B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.21% | 92,943,688 | $8.9B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.14% | 90,349,148 | $8.7B |
| 8 | BlackRock, Inc. | 2.09% | 88,144,209 | $8.5B |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.79% | 75,398,731 | $7.2B |
| 10 | Capital Research Global Investors | 1.62% | 68,045,981 | $6.5B |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.