Netflix (NFLX) Proxy filing summary

Executive summary

• Achieved over 325 million paid memberships and $45.2 billion in revenue in 2025, with 16% year-over-year growth and a 29.5% operating margin; ad revenue more than doubled to $1.5 billion.

• Reed Hastings transitioned to Chairman and will not stand for re-election in 2026; new board member Elinor Mertz appointed.

• Significant stockholder engagement, with directors participating in meetings representing 38% of shares outstanding.

• Continued focus on delivering quality content, enhancing product, and expanding into live, podcasts, and games.

Voting matters and shareholder proposals

• Election of 12 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and four shareholder proposals (written consent, ESG ROI report, politicized brand misalignment, cumulative voting).

• Board recommends voting FOR management proposals and AGAINST all shareholder proposals, citing robust governance and transparency.

Board of directors and corporate governance

• Board consists of 13 members with diverse backgrounds in technology, media, finance, and international business.

• Majority voting standard, annual director elections, proxy access, and elimination of supermajority voting provisions.

• Board self-evaluation and stockholder engagement are ongoing; directors compensated primarily with stock options.