NETFLIX INC

This proposal asks the Board to amend Netflix’s governance documents and take all steps necessary to allow shareholders to take corporate action by written consent, subject only to the minimum vote required to take that action at a fully attended meeting. It seeks removal of ownership-length and share-holding-method restrictions, requests the lowest allowable record-date threshold for consent requests, and asks that written-consent procedures not include a solicitation clause unless legally required. Proponents say written consent, together with existing special-meeting rights, would provide an additional mechanism for timely stockholder action and increase Board responsiveness; the proposal notes prior stockholder support for similar measures in 2018.

This proposal requests that Netflix publish a report, excluding proprietary information, describing whether and how the ESG investments identified in the Company’s 2024 ESG Report were authorized and are maintained based on Net Present Value and Return-on-Investment calculations. The supporting statement cites examples (e.g., Sustainable Aviation Buyers Alliance commitments, a $100M Fund for Creative Equity, operational energy projects, and purchases of carbon credits) and argues these outlays may lack enterprise-level ROI authorization or analysis. Proponents seek transparency on whether ESG expenditures were evaluated against the company’s capital-allocation standards and the opportunity cost of those funds. The report is framed as a means for shareholders to assess whether ESG spending aligns with financial stewardship and enterprise-wide capital priorities.

This proposal asks the Board to commission an evaluation and publish a report, excluding proprietary or litigation-sensitive information, on whether Netflix’s branding, marketing and public-policy positions expose the company to material legal, regulatory or reputational risk and how those risks may impact shareholder value. The supporting statement cites specific programming controversies (e.g., Cuties, Dead End: Paranormal Park, and others) and alleges these have caused customer backlash, litigation risk and stock-price effects. Proponents frame the report as a tool for assessing contingent liabilities, regulatory exposure, and reputational damage tied to content and public engagement strategies. The requested review is intended to provide shareholders with clarity on how such positioning may undermine enterprise value and what mitigation steps the company plans to take.

This proposal requests that the Board adopt cumulative voting for director elections by amending the Company’s certificate of incorporation and bylaws and making any related conforming changes under Delaware law. Cumulative voting would allow shareholders to concentrate their votes on one or more director nominees rather than casting one vote per share for each board seat, a change proponents say enhances minority shareholder influence over board composition. The supporting statement frames cumulative voting as a mechanism to strengthen shareholder rights in director elections. The proposal seeks implementation details (charter and bylaw amendments and procedural rules) to make cumulative voting effective for future elections.