Netflix, Inc.

Ticker: NFLX
Meeting date: 03/06/2021
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1a Elect Director Richard N. Barton Vote rationale: Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings. Global Voting Guidelines Time commitment of board members For Withhold
1b Elect Director Rodolphe Belmer For For
1c Elect Director Bradford L. Smith Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines For Withhold
1d Elect Director Anne M. Sweeney For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive Officers' Compensation For For
Shareholder proposals
4 Report on Political Contributions Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
5 Adopt Simple Majority Vote Vote rationale: Anti-takeover measures are generally not in the interest of shareholders, and the introduction of such measures should, at a minimum, be subject to shareholder approval. We define anti-takeover measures to include any mechanism likely to deter or frustrate takeovers. Global Voting Guidelines Against For
6 Improve the Executive Compensation Philosophy Against Against

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