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NFLX > SEC Filings for NFLX > Form 8-K on 5-Jun-2012All Recent SEC Filings

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Form 8-K for NETFLIX INC


5-Jun-2012

Submission of Matters to a Vote of Security Holders


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

On June 1, 2012, Netflix, Inc. (the "Company") held its annual meeting of shareholders in Los Gatos, California ("Annual Meeting"). As of April 2, 2012, the Company's record date, there were a total of 55,515,631 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 46,050,953 shares of common stock were represented in person or by proxy and, therefore, a quorum was present.
The shareholders of the Company voted on the following items at the Annual Meeting:

1. To elect one Class I director to hold office until the 2015 Annual Meeting of Stockholders;

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012;

3. Advisory approval of the Company's executive officer compensation;

4. To consider a stockholder proposal to repeal the Company's classified board;

5. To consider a stockholder proposal regarding special shareowners meetings.

Votes regarding the election of the director nominee were as follows:

Nominee For Withheld Broker Non-Votes Richard N. Barton 31,433,256 4,484,837 10,132,860

Based on the votes set forth above, the director nominee was duly elected. 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, 2012 received the following votes:

For Against Abstain Broker Non-Votes 44,732,013 1,189,564 129,376 -

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012 was duly ratified.
The proposal to receive a non-binding advisory vote on executive compensation received the following votes:

For Against Abstain Broker Non-Votes 34,316,994 1,498,155 102,944 10,132,860

Based on the votes set forth above, the stockholders advised that they were in favor of the named executive officer compensation set forth in the proxy statement.
The non-binding proposal from a stockholder to repeal the Company's classified board received the following votes:

For Against Abstain Broker Non-Votes 26,818,152 8,979,460 120,481 10,132,860

Based on the votes set forth above, the non-binding proposal from a stockholder to repeal the Company's classified board was duly approved.


The non-binding proposal from a stockholder regarding special shareowners meetings received the following votes:

For Against Abstain Broker Non-Votes 19,131,275 16,667,560 119,258 10,132,860

Based on the votes set forth above, the non-binding proposal from a stockholder regarding special shareowners meetings was duly approved.


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