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NETFLIX INC

For the period ended Jun 5, 2025. Filed Apr 17, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2025 · Filed Apr 17, 2025

NFLX$63.41-3.3%Stored close · as of Nov 6, 2026
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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

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

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Payment of Filing Fee (Check all boxes that apply):

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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Fellow Stockholders,

Netflix delivered an outstanding performance in 2024. We finished the year with more than 300 million paying memberships, our revenue increased by 16% to $39 billion, our operating margin expanded by six points to 27% and our operating income exceeded $10 billion for the first time in company history.

Our record year was driven by our ability to improve all aspects of our service — from giving our members more series and films they love, to improving our product experience, scaling our advertising offering and continuing to expand into new areas like live programming and games.

In 2024, we delivered a wide variety of high quality shows and movies that entertained audiences everywhere. We celebrated the return of big franchises like Bridgerton and Squid Game, introduced new hit comedies like Nobody Wants Thisand A Man on the Inside, released action-packed films like Carry-On and Rebel Ridge, saw shows like Baby Reindeer and The Crown nominated for major awards, and celebrated must-watch live events like The Roast of Tom Brady, the record-breaking boxing match between Jake Paul and Mike Tyson and two NFL games on Christmas Day. Our strong slate, combined with our reach, recommendations and fandom, continue to position Netflix as a

clear leader in entertainment more broadly — with high levels of engagement, which is our best proxy for customer satisfaction.

As we head into 2025, the Netflix leadership team is focused on sustaining our strong momentum and healthy growth, and creating even more value for our shareholders. The Board and management continue to engage shareholders in discussions about our policies and practices.

On behalf of the Board and management, 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 5, 2025

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 5, 2025 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/NFLX2025 (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 12 directors to hold office until the 2026 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, 2025;
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 and 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 7, 2025 can vote at this meeting and 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 17, 2025

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 5, 2025: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE ATWWW.PROXYVOTE.COM.

1NETFLIX 2024 YEAR IN REVIEW
3PROPOSAL 1:OUR BOARD OF DIRECTORS
3Election of Directors
5Who We Are
16How We are Selected, Elected and Evaluated
18How We Govern and are Governed
20Code of Ethics
20Insider Trading Policy
21How We are Organized
24How to Communicate with Us
25How We are Paid
27Certain Relationships and Related Transactions
28PROPOSAL 2:OUR AUDITORS
28Ratification of Appointment of Independent Registered Public Accounting Firm
31Report of the Audit Committee of the Board
32OUR COMPANY EXECUTIVE OFFICERS
34PROPOSAL 3:OUR PAY
34Advisory Approval of NamedExecutive Officer Compensation
36Compensation Discussion and Analysis
37A Message from the CompensationCommittee Chair
372024 Named Executive Officers
37Our Company and 2024 Performance
402024 Say-on-Pay Vote and Shareholder Engagement
422024 Executive Compensation Program
49Termination-Based Compensation and Change in Control Retention Incentives
50Tax Considerations
51Prohibition on Hedging
51Clawback of Performance-Based Awards
51Stock Ownership Guidelines
51Equity Grant Practices
52Compensation Risk
53Compensation Committee Report
54Compensation of Named Executive Officers and Other Matters
55Summary Compensation Table
56Grants of Plan-Based Awards
57Outstanding Equity Awards at Fiscal Year-End
71Option Exercises and Stock Vested
71Potential Payments upon Termination or Change-in-Control
73Pay Ratio Disclosure
74STOCKHOLDER PROPOSALS
86OTHER INFORMATION
87Security Ownership of Certain Beneficial Owners and Management
89Pay-Versus-Performance Table
94Equity Compensation Plan Information
95INFORMATION CONCERNING SOLICITATION AND VOTING
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.