NETFLIX INC (NFLX)
Sector: Communication
2026 Annual Meeting Analysis
NETFLIX INC · Meeting: June 4, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2002 with strong internet/tech executive credentials; Netflix's 3-year return of +225.6% outperforms the compensation peer group median by +179.7 percentage points, far exceeding the 65-point threshold needed to trigger an against vote, and no overboarding, attendance, or independence concerns exist.
Director since 2018 with deep international media experience as Chairman and CEO of Axel Springer; TSR trigger does not apply given Netflix's exceptional outperformance versus peers, and no other policy flags are present.
Although Hoag failed to receive a majority of votes at the 2025 annual meeting due to a below-75% attendance record in 2024, the Board rejected his resignation, he has since returned to full attendance (97% historically, 100% in 2025), and the TSR trigger does not apply given Netflix's massive outperformance versus peers; the attendance issue has been remediated and policy allows FOR given restored attendance.
Director since 2012 with deep Netflix institutional knowledge as former Chief Marketing Officer and current Compensation Committee Chair; all attendance, independence, and TSR screens pass cleanly.
Director since 2020 bringing unique African and international business perspective as founder of Econet Global; no overboarding, attendance, or TSR concerns are triggered.
Director since 2010 serving as Audit Committee Chair and designated financial expert with 20+ years of CFO-level finance experience; all policy screens pass and she holds two public board seats, well within limits.
Appointed to the Board in June 2025, Mertz is exempt from the TSR trigger as she has been a director for less than 24 months, and she brings directly relevant financial expertise as CFO of Airbnb with prior Netflix finance experience.
Co-CEO and director since 2023 with deep operational expertise; the TSR trigger does not fire given Netflix's +179.7 percentage point outperformance versus peers, and the Say on Pay vote is evaluated separately.
Director since 2023 and therefore within the 24-month exemption window for the TSR trigger; her government affairs and international policy background is clearly relevant as Netflix expands globally and faces regulatory scrutiny.
Co-CEO and director since 2020 with over 25 years of content and streaming leadership; the TSR trigger does not apply given peer outperformance, though related-party transactions involving family members have been reviewed and approved by the Audit Committee at arm's length terms consistent with industry practice.
Director since 2015 as Vice Chair and President of Microsoft bringing technology, AI, cybersecurity, and global policy expertise; no overboarding concerns (no other public boards listed) and TSR trigger does not apply.
Director since 2015 with 30+ years of entertainment industry experience including as Disney/ABC co-chair; all attendance, independence, and TSR screens pass cleanly with no other public boards.
All 12 nominees receive a FOR vote. Netflix's 3-year stock return of +225.6% outperforms the compensation peer group median by +179.7 percentage points, far exceeding the 65-point threshold required to trigger an against vote under the strong-positive TSR band. Hoag's 2024 attendance issue that cost him a majority vote last year has been remediated with full 2025 attendance. Mertz and Rice are within the 24-month exemption window. No overboarding, independence, or qualifications concerns are identified across the slate.
Say on Pay
✓ FORCEO
GREG PETERS
Total Comp
$53,187,307
Prior Support
85.3%%
The prior year say-on-pay vote received 85.3% support, comfortably above the 70% threshold that would require a corrective response. The co-CEOs (Greg Peters and Ted Sarandos) each received total compensation of approximately $53 million, which is high in absolute terms but reflects a pay structure that is approximately 78% variable and performance-linked — well above the 50-60% policy minimum — consisting of a $3 million base salary, performance-based cash bonus paid out at 117.57% of target based on certified revenue and margin results, and equity awards split equally between time-based restricted stock units and performance stock awards tied to Netflix's total shareholder return relative to the S&P 500 over a three-year period. Netflix's stock has delivered a 3-year return of +225.6% versus the peer group median of +45.9%, a +179.7 percentage point outperformance, strongly confirming that above-market incentive pay was earned and aligned with shareholder outcomes.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
14 yrs
Audit Fees
$8,502,000
Non-Audit Fees
$3,437,000
EY received $8.502 million in audit fees and $3.437 million in non-audit fees (audit-related fees of $395,000 plus tax fees of $3.042 million) in 2025, making the non-audit fee ratio approximately 40% of audit fees if audit-related fees are excluded — however, when audit-related fees are included as non-audit per policy (since they fall outside the statutory audit scope), total non-audit fees of $3.437 million represent approximately 40.4% of audit fees, which is below the 50% trigger. Wait — recalculating: $3,437,000 / $8,502,000 = 40.4%, which is below the 50% policy threshold. EY's tenure of approximately 14 years (since March 2012) is well below the 25-year trigger, the firm is a Big 4 auditor appropriate for Netflix's $457 billion market cap, and no material restatements are disclosed; accordingly, a FOR vote is warranted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposals (as presented at the Annual Meeting)
The proxy filing references four stockholder proposals (Proposal 4 through Proposal 7 or similar numbering) but the full text of each proposal, including filer identity and specific ask, was not captured in the provided filing excerpts. Without being able to classify the filer type or evaluate the specific ask under the Section 4 framework, a definitive FOR or AGAINST determination cannot be made; shareholders should review the full proxy statement to evaluate each proposal individually before voting.
Overall Assessment
Netflix's 2026 annual meeting ballot presents a clean governance picture: all 12 director nominees receive a FOR vote driven by the company's exceptional 3-year stock performance that far exceeds peer benchmarks, EY ratification passes on tenure and fee ratio grounds, and the Say on Pay program earns support given strong pay-for-performance alignment and 85.3% prior-year shareholder approval. Four stockholder proposals are referenced in the filing but their full text was not available for evaluation, preventing a definitive determination on those items.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing