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~~July 2217, 2025

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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)

(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 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~June 22~~July 17, 2025, ~~Elinor~~Netflix, ~~Mertz~~Inc. ~~was~~(the ~~appointed~~“Company”) toannounced ~~the~~its ~~Board~~financial ofresults ~~Directors~~for (the ~~“Board”)~~quarter ofended ~~Netflix~~June 30, ~~Inc~~2025. ~~(the~~The ~~“Company”)~~Letter ~~effective~~to ~~immediately~~Shareholders, ~~for~~which ais ~~term~~attached ~~expiring~~hereto atas ~~the~~Exhibit ~~Company's~~99.1 ~~2026~~and ~~annual~~is ~~meeting~~incorporated ofherein ~~stockholders~~by reference, orincludes ~~until~~reference ~~her~~to ~~earlier~~the ~~resignation~~non-GAAP orfinancial ~~removal~~information. ~~Ms.~~A ~~Mertz~~reconciliation ~~was~~to ~~also~~the ~~appointed~~GAAP toequivalent ~~serve~~of onnon-GAAP ~~the~~measures ~~Audit~~is ~~Committee~~contained ofin ~~the~~tabular ~~Board~~form ~~(the~~in ~~“Audit~~Exhibit ~~Committee”)~~99. ~~Concurrently,~~1. ~~Leslie~~We ~~Kilgore~~are ~~moved~~not ~~from~~able ~~the~~to ~~Audit~~reconcile ~~Committee~~forward-looking non-GAAP financial measures because we are unable to ~~the~~predict ~~Compensation~~without ~~Committee~~unreasonable ofeffort the ~~Board~~exact (amount or timing of the ~~“Compensation~~reconciling ~~Committee”)~~items, including property and ~~Ms.~~equipment ~~Kilgore~~and ~~will~~change ~~serve~~in asother assets, and the ~~chair~~impact of ~~the~~changes ~~Compensation~~in ~~Committee~~currency exchange rates. The variability of these items could have a significant impact on our future GAAP financial results.

~~Ms.~~The ~~Mertz,~~information ~~like~~contained ~~the~~in ~~Company’s~~this ~~other~~Item ~~non-employee~~2.02 ~~directors,~~and ~~will receive stock options pursuant to~~ the ~~Director~~accompanying ~~Equity~~Exhibit ~~Compensation Plan~~99.1 ~~The~~are ~~Director~~“furnished” ~~Equity~~and ~~Compensation~~shall ~~Plan~~not ~~provides~~be ~~for~~deemed a“filed” ~~monthly~~for ~~grant~~purposes of ~~stock~~Section ~~options~~18 ~~to each non-employee director~~ of the ~~Company~~Securities inExchange ~~consideration~~Act ~~for~~of ~~services~~1934, ~~provided~~as toamended (the ~~Company~~“Exchange ~~and~~Act”), or otherwise subject to the ~~terms~~liabilities ~~and conditions~~ of ~~the~~that ~~Company’s~~section, ~~2020~~and ~~Stock~~shall ~~Plan.~~not ~~The actual number of options to~~ be ~~granted~~incorporated ~~will be determined~~ by ~~the~~reference ~~following~~in ~~formula:~~any ~~$25,000~~filing /under ~~([fair market value on~~ the ~~date~~Securities Act of ~~grant]~~1933, xas ~~0.40).~~amended, ~~Each~~or ~~monthly grant is made on~~ the ~~first~~Exchange ~~trading~~Act ~~day~~regardless of ~~the~~any ~~month,~~general isincorporation ~~fully~~language ~~vested~~in ~~upon~~such ~~grant~~filing, ~~and~~unless isexpressly ~~exercisable~~incorporated ~~at a strike price equal to the fair market value as reflected~~ by ~~the~~specific ~~closing~~reference ~~price~~in onsuch ~~the date of the option grant~~filing.

As it does with all directors and executive officers, the Company will enter into an indemnification agreement with Ms. Mertz. The indemnification agreement will require the Company to indemnify Ms. Mertz, to the fullest extent permitted by Delaware law, for certain liabilities to which she may become subject as a result of her affiliation with the Company. See the Company’s Form of Indemnification Agreement filed with the Securities and Exchange Commission on March 20, 2002 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A.

There are no related party transactions between the Company and Ms. Mertz that are subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued on June 24, 2025, regarding Ms. Mertz’s appointment to the Board and Audit Committee, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 8.01 Other Events.

As previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2025, Mr. Jay Hoag did not receive a majority of votes cast in his election to the Board, and in accordance with the Company’s director resignation policy, Mr. Hoag offered his resignation, conditioned upon Board acceptance.

Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer.

On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders. Mr. Hoag will continue to serve on the Nominating and Governance Committee and as lead independent director of the Board until the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.

Attendance Record.

We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee as well as the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set

agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board.

Expertise, Oversight and Contributions.

In considering whether to accept or reject Mr. Hoag’s offer of resignation, the Board took into account Mr. Hoag’s valuable leadership and contributions to the Board and the Nominating and Governance Committee. Mr. Hoag is an engaged and effective lead independent director and brings strategic insights and financial experience to the Board. He is consistently prepared and contributes significantly to Board and committee discussions. He provides the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management, as well as periodically attends other committee and management meetings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibit
99.1			~~Press~~Letter ~~Release~~to ~~Issued~~Shareholders bydated ~~Netflix,~~July ~~Inc. on June 24~~17, 2025
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.

		NETFLIX, INC.
Date:	~~June~~July 2417, 2025
		/s/ David Hyman
		/s/ Spencer Neumann
		David Hyman
		Spencer Neumann
		Chief Legal Officer and Secretary
		Chief Financial Officer

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