NETFLIX INC

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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Fellow Stockholders,

In 2023, Netflix showed that balancing consistency with adaptability is important to maintain our long-term growth. The Netflix leadership team and the Company navigated challenges while demonstrating tireless dedication to executing our long-term strategy. This past year, we stayed focused on reaccelerating growth by continuing to release films, series and games that are loved by our members; addressed account sharing in all jurisdictions; and improved our advertising offering for both consumers and advertisers. We also broadened our entertainment offerings with live events and deepened our connection with fans through consumer products and live experiences.

We continued to create and deliver world-class entertainment across a variety of genres and languages, demonstrating that great stories come from anywhere and are enjoyed by audiences everywhere. Over the last year we expanded the Bridgerton universe with Queen Charlotte: A Bridgerton Story, released action-packed films, such as The Mother starring Jennifer Lopez and Extraction 2 with Chris Hemsworth, and brought back the French TV drama Lupin for its third season, all breaking the top 10 for most popular TV series and films in English and Non-English.

At the end of 2023, we had over 260 million paid memberships, achieved approximately $33.7 billion in revenue, representing approximately 7% year-over-year growth, and over $6.9 billion of operating income, as well as increased our net cash provided by operating activities to approximately $7.3 billion.

In January of 2023, as part of the Board’s ongoing succession planning and evolution of the management team, Greg Peters was appointed to serve as theco-Chief Executive Officer

alongside Ted Sarandos, and to serve on the Board, after Reed Hastings stepped down from his role asco-Chief Executive Officer and President. In our first year under new management, we believe this leadership model that combines Ted and Greg’s complementary skill sets has proven to be effective.

This past year, the Board, alongside management, continued to actively engage with shareholders to seek their input and provide perspective on our policies and practices. In response, we adopted significant changes to our executive compensation program for our executive officers, Ted, Greg, Reed, Spencer Neumann and David Hyman, which took effect in 2024. As a continued evolution of our corporate governance structure and practices, the Board adopted corporate governance guidelines that includes a framework for director commitments. More details of these and other changes are provided in this Proxy Statement. The Board appreciates the shareholder feedback, which will continue to inform the Board’s regular review of our corporate governance practices.

On behalf of the Board, we thank you for your investment.

Warm regards,

Jay C. Hoag

Lead Independent Director

Notice

Notice of Annual Meeting of Stockholders to be Held on June 6, 2024

To the Stockholders of Netflix, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Netflix, Inc., a Delaware corporation (the “Company,” “Netflix,” “we,” “us,” or “our”), will be held on June 6, 2024 at 3:00 p.m. Pacific Time (6:00 p.m. Eastern Time) (“Annual Meeting”). You can attend the Annual Meeting via the internet and vote your shares electronically by visitingwww.virtualshareholdermeeting.com/NFLX2024 (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 nine directors to hold office until the 2025 annual meeting of stockholders; 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; 3. Advisory approval of the Company’s Named Executive Officer compensation; 4. To consider five stockholder proposals, if properly presented at the Annual Meeting; and 5. 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, 2024 can vote at this meeting or any adjournments that may take place.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIA THE INTERNET.

For ten days prior to the Annual 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. Please email board@netflix.com to make arrangements to examine the stockholder list.

By order of the Board of Directors

David Hyman

Chief Legal Officer and Secretary

April 18, 2024

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 THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE ATWWW.PROXYVOTE.COM.