NETFLIX INC — Board/Management Information 2022

Dec 9, 2022

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):

December 7, 2022

---

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)

100 Winchester Circle , Los Gatos , California 95032

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2022, the Board of Directors (the “Board”) of Netflix, Inc. (the “Company”) approved the Amended and Restated Performance Bonus Plan (the “Plan”), which provides compensation to key executives based upon the Company achieving certain performance goals. The Plan was amended and restated to, among other things:

• eliminate certain references, and provisions related to, Section 162(m) of the Internal Revenue Code of 1986, as amended, which are no longer applicable, including elimination of a maximum award amount;

• provide for a prorated bonus in the event of an involuntary termination by the Company;

• provide discretion to the Compensation Committee of the Board to determine the timing of payments of each award;

• provide that awards may be subject to recoupment policies of the Company, as applicable; and

• allow the Compensation Committee of the Board to amend the Plan.

The foregoing description of the Plan is a summary and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Amended and Restated Performance Bonus Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

December 9, 2022
/s/ Spencer Neumann
Spencer Neumann
Chief Financial Officer