NETFLIX, INC. (Exact name of registrant as specified in its charter)

Transcription

1 SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K Current Reprt Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted): December 31, 2018 NETFLIX, INC. (Exact name f registrant as specified in its charter) Delaware (State r ther jurisdictin f incrpratin) (Cmmissin File Number) 100 Winchester Circle Ls Gats, CA (Address f principal executive ffices) (Zip Cde) (408) (Registrant s telephne number, including area cde) (I.R.S. Emplyer Identificatin N.) (Frmer name r frmer address, if changed since last reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins: Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( b-2 f this chapter). Emerging grwth cmpany If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act.

2 Item 5.02 Departure f Directrs r Certain Officers; Electin f Directrs; Appintment f Certain Officers; Cmpensatry Arrangements f Certain Officers. On December 31, 2018, Netflix, Inc. (the "Cmpany") appinted Spencer Neumann, age 48, as its new Chief Financial Officer effective January 7, Mr. Neumann served as Activisin Blizzard Inc. Chief Financial Officer frm May Prir t that, Mr. Neumann held a number f psitins f increasing respnsibility at The Walt Disney Cmpany, mst recently serving as the chief financial fficer and executive vice president f Glbal Guest Experience f Walt Disney Parks and Resrts, frm 2012 until May Frm 2005 t 2012, Mr. Neumann wrked at the private equity firms f Prvidence Equity Partners and Summit Partners. Prir t that, Mr. Neumann held several ther rles with Disney, which he initially jined in 1992, including executive vice president f the ABC Televisin Netwrk frm 2001 t 2004 and chief financial fficer f the Walt Disney Internet Grup frm 1999 t He is als a member f the natinal bard f directrs f Make-A-Wish America. Mr. Neumann hlds a B.A. degree in ecnmics frm Harvard University and an M.B.A. degree frm Harvard University. Mr. Neumann will receive $5,000,000 in salary and $5,000,000 as an annual stck ptin allwance pursuant t the Cmpany's stck ptin prgram. The Cmpany's stck ptin prgram, available t all emplyees, prvides a minimum annual stck ptin allwance (equal t 5% f the allcatable cmpensatin) and allws the emplyee t allcate any amunt f the allcatable cmpensatin t receive in the frm f stck ptins. The number f ptins t be granted each mnth is determined by the fllwing frmula: (annual stck ptin allcatin 12) / ([Fair Market Value n the date f grant] * 0.40). Each mnthly grant shall be made n the first trading day f the mnth, shall be fully vested upn grant and shall be exercisable at a strike price equal t the Fair Market Value (as defined in the Cmpany s 2011 Stck Plan) n the date f grant. The ptins will be subject t the terms and cnditins f the Cmpany s 2011 Stck Plan and will be administered n a nn-discretinary basis withut further actin by the Bard f Directrs, prvided that nly the Bard f Directrs may change the amunt r terms f future grants. These stck ptins are granted fully vested and can generally be exercised up t 10 years fllwing the date f grant, regardless f emplyment status. In additin, Mr. Neumann will receive a ne time payment f $1.7 millin. Mr. Neumann is als eligible t receive additinal cmpensatin in the frm f life insurance and participatin in the Cmpany's 401(k) Retirement Savings Plan and t defray health insurance csts. Mr. Neumann will als be a beneficiary f the Cmpany s Amended and Restated Executive Severance and Retentin Incentive Plan. Pursuant t this plan each emplyee f the Cmpany at the level f Vice President r higher ("Cvered Executive") is entitled t a severance benefit upn terminatin f emplyment (ther than fr cause, death r permanent disability) s lng as he r she signs a waiver and release f claims and an agreement nt t disparage the Cmpany, its directrs r its fficers in a frm reasnably satisfactry t the Cmpany. The severance benefit cnsists f a lump sum cash payment equal t nine (9) mnths f allcatable cmpensatin, r, fr newly hired Cvered Executives nly, a cash payment equal t 24 mnths f allcatable cmpensatin, which is reduced by an amunt equal t ne (1) mnth f allcatable cmpensatin fr each mnth f tenure at the Cmpany fr the first 15 mnths f cntinuus emplyment fllwing hire by the Cmpany, such that the minimum benefit fr such newly hired Cvered Executives is the cash equivalent f nine (9) mnths f allcatable cmpensatin. The right t receive a severance benefit terminates upn a change in cntrl transactin, s that the beneficiaries f the plan are nt entitled t bth a change in cntrl benefit as well as a severance benefit. In lieu f the severance benefit, emplyees cvered by the plan wh are emplyed by the Cmpany n the date f a change in cntrl transactin are entitled t receive a lump sum cash payment equal t twelve (12) mnths f allcatable cmpensatin regardless f whether their emplyment terminates. As it des with all directrs and executive fficers, the Cmpany has entered int an indemnificatin agreement with Mr. Neumann. The indemnificatin agreement requires the Cmpany t indemnify Mr. Neumann, t the fullest extent permitted by Delaware law, fr certain liabilities t which he may becme subject as a result f his affiliatin with the Cmpany. See the Cmpany s Frm f Indemnificatin Agreement filed with the Securities and Exchange Cmmissin n March 20, 2002 as Exhibit 10.1 t the Registrant s Registratin Statement n Frm S-1/A. There is n arrangement r understanding between Mr. Neumann and any ther persn pursuant t which Mr. Neumann is t be selected as an fficer f Netflix that wuld require disclsure under Item 401(b) f Regulatin S-K. Additinally there is n family relatinship between Mr. Neumann and any ther persn that wuld require disclsure under Item 401(d) f Regulatin S-K. Mr. Neumann is als nt a party t any transactins that wuld require disclsure under Item 404(a) f Regulatin S-K.

3 The Cmpany's current Chief Financial Officer, David Wells, will cease acting in that capacity n January 7, 2019 and will remain at the Cmpany fr a brief transitin perid. A cpy f the press release is filed as Exhibit 99.1 t this Current Reprt n Frm 8-K and is incrprated by reference int this Item Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit N. Descriptin f Exhibit 99.1 Press Release Issued by Netflix, Inc. n January 2, 2019.

4 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Date: January 7, 2019 NETFLIX, INC. /s/ David Hyman David Hyman General Cunsel

5 Spencer Neumann named Netflix Chief Financial Officer Accmplished media and finance executive succeeds David Wells LOS GATOS, Calif., Jan. 2, 2019 /PRNewswire/ -- Netflix Inc. annunced tday that Spencer Neumann is jining the cmpany as Chief Financial Officer. Neumann is an accmplished media and financial executive wh was mst recently CFO f Activisin Blizzard and previusly held several senir psitins at the The Walt Disney Cmpany. He succeeds David Wells wh served as CFO since "Spencer is a stellar entertainment executive and we're thrilled that he will help us prvide amazing stries t peple all ver the wrld," said Reed Hastings, Netflix Chief Executive Officer. "I als want t again say thank yu t David Wells, n behalf f the cmpany and ur sharehlders, fr his invaluable cntributins at Netflix ver the past 14 years." "Netflix is a singular brand, and I'm excited and hnred fr the pprtunity t wrk with the Netflix team and all f ur stakehlders t build n the cmpany's exceptinal track recrd f success and innvatin," said Spencer Neumann. Neumann served as Activisin Blizzard's CFO frm May Prir t that, Mr. Neumann held a number f psitins f increasing respnsibility at The Walt Disney Cmpany, mst recently serving as the CFO and executive vice president f Glbal Guest Experience f Walt Disney Parks and Resrts, frm 2012 until May Frm 2005 t 2012, Mr. Neumann wrked at the private equity firms f Prvidence Equity Partners and Summit Partners. Prir t that, Mr. Neumann held several ther rles with Disney, which he initially jined in 1992, including executive vice president f the ABC Televisin Netwrk frm 2001 t 2004 and CFO f the Walt Disney Internet Grup frm 1999 t He is als a member f the natinal bard f directrs f Make-A-Wish America. Mr. Neumann hlds a B.A. degree in ecnmics frm Harvard University and an M.B.A. degree frm Harvard University. Abut Netflix Netflix (NASDAQ: NFLX) is the wrld's leading internet entertainment service with 130 millin paid memberships in ver 190 cuntries enjying TV series, dcumentaries and feature films acrss a wide variety f genres and languages. Members can watch as much as they want, anytime, anywhere, n any internet-cnnected screen. Members can play, pause and resume watching, all withut cmmercials r cmmitments.