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AGM 2019

Jun 6, 2019

Operator

Good day, everyone, and welcome to Netflix's 2019 annual meeting of stockholders. I would now like to turn the call over to Netflix's CEO, Reed Hastings, to begin the meeting.

Reed Hastings
CEO, Netflix

Good afternoon. My name is Reed Hastings, and I'm the Chief Executive Officer of Netflix, Inc. It's my pleasure to welcome you to the company's 2019 annual meeting of stockholders. We have the following officers and directors in attendance: Spence Neumann, CFO, David Hyman, General Counsel, and directors Anne Sweeney and Jay Hoag. Also present are Alex Bender from Ernst & Young, our independent registered public accounting firm, and Spencer Wang, Netflix's Vice President of Investor Relations. We will hold the formal part of the meeting first. Following the formal part, I will answer a few questions if there are any that have been submitted on the shareholder link listed in our proxy. The annual meeting is now called to order.

This meeting is being held to consider the proposals listed in the proxy statement previously delivered to you and to conduct such other business as may properly come before the meeting. The Inspector of Elections, Lou Larson of Broadridge, has confirmed a quorum is present, so the meeting is duly constituted, and the polls are now open. We have three management proposals on the ballot that will be voted on at this meeting, the election of directors, two to ratify the appointment of Ernst & Young as our independent auditors, and three, the advisory approval of our executive officer compensation. We also have two stockholder proposals on the ballot. The sponsor of these proposals wishes to make a brief presentation, so we will call on you now.

Operator

Operator, please open the line for Mr. Chevedden for proposals four and five. Sir, your line is open.

John Chevedden
Shareholder, Private Investor

Yes, this is John Chevedden. Can you hear me?

Operator

Yes, we can.

John Chevedden
Shareholder, Private Investor

Okay. This is proposal four, enhance the election-related disclosures, sponsored by Myra K. Young of Elk Grove, California. Shareholders request that our company provide a report disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to election by disclosing contributions used in the manner described above, including the identity of the recipient, as well as the amount paid to each recipient and the titles of the company employees responsible for the decision-making. The report shall be posted on the company website within 12 months from the date of the annual meeting. Relying on publicly available data does not provide complete picture of our company's electoral spending. For example, the payments made by our company to trade associations that may be used for election-related activities are undisclosed and unknown.

This proposal asks the company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations which may be used for electoral purposes. This would bring our company in line with a growing number of leading companies, including Best Buy, Target, and Nordstrom, which present this information on their websites. It is especially important to improve political disclosure to help make up for our directors taking away an important shareholder right, the right to an in-person annual meeting. Not permitting an in-person annual meeting sends a message that our directors consider in-person contact with shareholders a nuisance. An obligation for management to explain management's successes and failures during the past year before a live audience is a powerful incentive for good management. Management needs incentives. Look at the flat stock price in the past year.

An in-person annual meeting is a motivator of good performance by management and directors throughout the year. The directors and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections. Please vote for this important governance reform, enhance election-related disclosures proposal 4.

Operator

Thank you. Can you present proposal 5 now, Mr. Chevedden?

John Chevedden
Shareholder, Private Investor

Yes. It's simple majority vote and is sponsored by myself. Shareholders request that our board of directors take the steps necessary so that each voting requirement in our charter and bylaws that calls for greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Super majority requirements are used to block initiatives supported by most shareholders but opposed by status quo management.

This proposal topic won from 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw Hill, and Macy's. This proposal also won more than 70% support four times at Netflix since 2011. 72% in 2011, 81% in 2013, 80% in 2015, 82% in 2016. Our governance committee has not put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy with this, and 48% of shareholders opposed the election of the governance committee chairman, Jay Hoag, in 2018. 30% of shareholders also opposed the election of Reed Hastings at the same meeting. Currently, a 1% minority can frustrate the will of our 66% shareholder majority in an election with 67% of shares casting ballots. In other words, a 1% minority could have the power to prevent shareholders from improving the governance rules of our company.

This can be particularly important during periods of management underperformance and/or an economic downturn, especially important considering the flat nature of our stock in the past year. Please vote yes, simple majority vote, proposal 5.

Spencer Wang
VP of Investor Relations, Netflix

Thank you, Mr. Chevedden. Reed, that concludes the presentation of proposals.

Reed Hastings
CEO, Netflix

Thank you. The board of directors recommends the stockholders vote for all directors for proposals 2 and 3 and against proposals 4 and 5. We will vote by ballot on the agenda item described in the proxy statement previously sent to you. Any stockholder who has not yet voted or wishes to change their vote may do so now by clicking on the Vote Here button on the shareholder meeting link and following the instructions there. Stockholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action.

While we allow time for shareholders who haven't already voted to complete their voting, I'd like to remind you that some of the statements made in this meeting may be considered forward-looking and are subject to certain risks and uncertainties that are described in our filings with the SEC, including our annual report on Form 10-K as amended for the fiscal year ending December 31st, 2018. The polls for each matter to be voted this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Mr. Larson, will you report on the vote of the matters brought before this meeting?

Lou Larson
Inspector of Elections, Broadridge

Thank you. Based on preliminary results, the director nominees were duly elected. The shareholders voted in favor of the appointment of Ernst & Young LLP and the named executive officer compensation. Shareholder Proposal 4 was not approved, and Stockholder Proposal 5 was approved.

Reed Hastings
CEO, Netflix

Thank you. We will be reporting the final vote results in a Form 8-K within four business days of today's meeting. This concludes the formal portion of our annual stockholders meeting. There being no further business, I declare the annual meeting of stockholders is hereby concluded.

Spencer Wang
VP of Investor Relations, Netflix

Thank you, Reed. We will now answer a few questions submitted by stockholders through the shareholder meeting link in our proxy. Our first question is related to the National Institutes of Health study findings related to the impact of "13 Reasons Why" Season 1 on potentially an increase in suicides among children. What are the board of directors and the management of Netflix prepared to do about "13 Reasons Why" Season 1?

Reed Hastings
CEO, Netflix

We're seeing the study. We've read it. We're talking with the researchers. This is a really critically important topic, and we have worked hard to ensure that we handle this sensitive issue responsibly.

Spencer Wang
VP of Investor Relations, Netflix

Thank you, Reed. Our next question is: What is the attendance for this annual meeting? I can take that question. Currently, there are 56 people in attendance at this virtual annual meeting. Our last question is: Will you announce the percentage vote results? As Reed mentioned in his prepared remarks, we will be filing an 8-K in several days that will provide the vote results from this year's annual meeting. That now concludes the Q&A session in our 2019 annual meeting, and we thank you all for your participation.