Netflix (NFLX) 2026 meeting: directors elected, pay backed, Jay Hoag named chair

Rhea-AI Filing Summary

Netflix, Inc. reported the results of its 2026 annual meeting of stockholders and a board leadership change. As of the April 6, 2026 record date, 4,210,798,528 shares of common stock were outstanding and entitled to vote, and 3,604,956,686 shares were represented at the meeting, establishing a quorum.

All 12 director nominees, including Greg Peters, Ted Sarandos, and Jay Hoag, were elected to serve until the 2027 annual meeting. Stockholders approved the ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved the advisory resolution on named executive officer compensation.

Several non-binding stockholder proposals, including those on written consent rights, an ESG ROI report, politicized brand misalignment, and adopting cumulative voting, did not pass. Separately, the board appointed independent director Jay Hoag as Chairman of the Board, effective at the conclusion of the annual meeting, and determined a separate Lead Independent Director role is no longer needed.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares outstanding: 4,210,798,528 shares Shares represented: 3,604,956,686 shares Auditor ratification votes for: 3,484,393,106 votes +3 more

6 metrics

Shares outstanding 4,210,798,528 shares Common stock outstanding and entitled to vote as of April 6, 2026

Shares represented 3,604,956,686 shares Common stock represented in person or by proxy at 2026 annual meeting

Auditor ratification votes for 3,484,393,106 votes Votes in favor of ratifying Ernst & Young LLP for 2026

Say-on-pay votes for 2,660,768,297 votes Votes for advisory approval of named executive officer compensation

Written consent proposal votes against 1,760,000,297 votes Votes against stockholder written consent rights proposal

ESG ROI proposal votes for 33,052,499 votes Votes in favor of the ESG ROI report stockholder proposal

Key Terms

broker non-votes, advisory resolution, independent registered public accounting firm, Lead Independent Director, +1 more

5 terms

broker non-votes financial

"The number of votes cast for and against, and the number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution financial

"The advisory resolution to approve named executive officer compensation was approved."

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Lead Independent Director financial

"Mr. Hoag previously served as the Board’s Lead Independent Director since 2012"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

cumulative voting financial

"The non-binding stockholder proposal entitled, “Adopt Cumulative Voting” was not approved."

A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.

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Understanding 8-K Material Events →

NETFLIX INC0001065280false00010652802026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

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 4, 2026

__________________________________

NETFLIX, INC.

(Exact name of registrant as specified in its charter)

__________________________________

Delaware

001-35727

77-0467272

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

121 Albright Way, Los Gatos, California

95032

(Address of principal executive offices)

(Zip Code)

(408) 540-3700

(Registrant’s telephone number, including area code)

Not applicable

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

__________________________________

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 class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.001 per share			NFLX			NASDAQ 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.

☐

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

On June 4, 2026, Netflix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of April 6, 2026, the Company’s record date, there were a total of 4,210,798,528 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 3,604,956,686 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 16, 2026.

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. The following individuals were elected at the Annual Meeting to serve as directors until the 2027 annual meeting of stockholders, by the following votes:

Nominee						For						Against						Abstain						Broker Non-Votes
Richard Barton						2,890,552,335						293,569,984						7,344,303						413,490,064
Mathias Döpfner						3,095,564,541						88,255,588						7,646,493						413,490,064
Jay Hoag						2,963,137,418						220,772,675						7,556,529						413,490,064
Leslie Kilgore						3,022,757,483						161,519,241						7,189,898						413,490,064
Strive Masiyiwa						3,065,966,653						116,111,549						9,388,420						413,490,064
Ann Mather						2,974,046,846						209,779,251						7,640,525						413,490,064
Elinor Mertz						2,904,481,384						279,720,178						7,265,060						413,490,064
Greg Peters						3,136,493,251						47,643,671						7,329,700						413,490,064
Ambassador Susan Rice						3,036,111,037						121,282,821						34,072,764						413,490,064
Ted Sarandos						3,136,476,403						47,725,383						7,264,836						413,490,064
Brad Smith						3,053,236,826						130,875,978						7,353,818						413,490,064
Anne Sweeney						3,062,936,509						121,178,117						7,351,996						413,490,064

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, 2026 was approved.

 

For						Against						Abstain
3,484,393,106						116,662,723						3,900,857

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

 

For						Against						Abstain						Broker Non-Votes
2,660,768,297						517,268,246						13,430,079						413,490,064

4. The non-binding stockholder proposal entitled, “Proposal 4 - Shareholder Right to Act by Written Consent” was not approved.

 

For						Against						Abstain						Broker Non-Votes
1,418,042,922						1,760,000,297						13,423,403						413,490,064

5. The non-binding stockholder proposal entitled, “ESG ROI Report” was not approved.

For						Against						Abstain						Broker Non-Votes
33,052,499						3,132,630,314						25,783,809						413,490,064

6. The non-binding stockholder proposal entitled, “Report on Politicized Brand Misalignment” was not approved.

For						Against						Abstain						Broker Non-Votes
30,563,084						3,133,020,650						27,882,888						413,490,064

7. The non-binding stockholder proposal entitled, “Adopt Cumulative Voting” was not approved.

For						Against						Abstain						Broker Non-Votes
95,414,118						3,076,876,412						19,176,092						413,490,064

Item 8.01 Other Events.

On May 29, 2026, the Board of Directors (the “Board”) of the Company appointed Jay Hoag to serve as the Chairman of the Board, effective as of the conclusion of the Annual Meeting. Mr. Hoag previously served as the Board’s Lead Independent Director since 2012 and currently serves as the chair of the Nominating and Governance Committee. The Board determined it will no longer need a separate Lead Independent Director, as Mr. Hoag is an independent director under the applicable rules of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market.

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.

 

						NETFLIX, INC.
Date:			June 5, 2026
						/s/ David Hyman
						David Hyman
						Chief Legal Officer and Secretary

FAQ

What did Netflix (NFLX) stockholders vote on at the 2026 annual meeting?

Netflix stockholders elected 12 directors, ratified Ernst & Young LLP as auditor for 2026, approved executive compensation on an advisory basis, and voted on several stockholder proposals, most of which did not receive sufficient support to pass.

How many Netflix (NFLX) shares were eligible and present for the 2026 vote?

As of April 6, 2026, 4,210,798,528 Netflix common shares were outstanding and entitled to vote. At the annual meeting, 3,604,956,686 shares were represented in person or by proxy, establishing a valid quorum for conducting business.

Was Netflix’s auditor ratified by stockholders for 2026?

Yes. Stockholders approved the ratification of Ernst & Young LLP as Netflix’s independent registered public accounting firm for the year ending December 31, 2026, with 3,484,393,106 votes for, 116,662,723 against, and 3,900,857 abstentions recorded.

Did Netflix (NFLX) stockholders approve executive compensation in 2026?

Yes. The advisory resolution to approve named executive officer compensation received 2,660,768,297 votes for, 517,268,246 votes against, and 13,430,079 abstentions, with 413,490,064 broker non-votes, indicating support for the company’s executive pay program.

Which Netflix (NFLX) stockholder proposals failed at the 2026 annual meeting?

Stockholders did not approve proposals on shareholder written consent rights, an ESG ROI report, a report on politicized brand misalignment, or adopting cumulative voting. Each proposal received more votes against than for, alongside recorded abstentions and broker non-votes.

What board leadership change did Netflix announce around the 2026 meeting?

Effective at the conclusion of the 2026 annual meeting, the board appointed director Jay Hoag as Chairman of the Board. Hoag had served as Lead Independent Director since 2012. The board decided a separate Lead Independent Director position is no longer necessary.

Filing Exhibits & Attachments

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