Welcome to Netflix's 2021 Annual Meeting of Stockholders. I will now turn the call over to Netflix's Chief Legal Officer and Secretary, David Hyman, to begin the meeting. Good afternoon. My name is David Hyman, and I am the Chief Legal Officer and Secretary of Netflix, Inc. It is my pleasure to welcome you to the company's 2021 Annual Meeting of Stockholders. We have the following officers and directors in attendance. Reed Hastings, Co-CEO and Chairman, Ted Sarandos, Co-CEO and Chief Content Officer, Spencer Neumann, CFO, Greg Peters, COO and Chief Product Officer, Rachel Whetstone, Chief Communications Officer. We also have directors Jay Hoag, Anne Sweeney, Leslie Kilgore, Timothy Haley, and Ann Mather on the line. Also present are Alex Bender from Ernst & Young, our independent registered public accounting firm, and Spencer Wang, Netflix's Vice President of Finance and Investor Relations. Alex will also be available to answer any questions for our auditors at the end of this meeting. The Annual Meeting is now called to order. This meeting is being held to consider the proposals listed in the proxy statement previously delivered to you and to conduct such other business as may properly come before the meeting. Broadridge Financial Solutions has provided a signed affidavit as notice of the meeting and internet availability of the proxy materials were mailed beginning April 23rd, 2021, and it went to all stockholders of record as of April 8th, 2021, our record date. The Inspector of Elections, Lou Larson, a representative of Broadridge, has confirmed a quorum is present, so the meeting is duly constituted and the polls are now open. We have three management proposals on the ballot that will be voted on at the meeting. The election of directors, ratification of the appointment of Ernst & Young as our independent auditors for the year ending December 31st, 2021, and three, the advisory approval of our executive officer compensation. We also have three stockholder proposals on the ballot. The sponsors of these proposals wish to make a brief presentation, so we'll call on you now. Operator, please open the line for Mr. McRitchie for Proposal 4. Is my line open? Yes, your line is open. Why, thank you. This proposal is on political disclosure. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, "Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messaging." Unfortunately, relying on publicly available data does not provide a complete picture. This proposal asks Netflix to disclose all its political spending, including payments to trade associations and other tax-exempt organizations, which currently remain hidden. This would bring Netflix into line with a growing number of leading companies which present this information on their websites. AstroTurf is fine for sports stadiums, but not politics. Proposals on this topic won at Alliant Energy, Cognizant Technology. Despite opposition this year, shareholders of several other companies also passed similar proposals. The attack on the U.S. Capitol and the big lie challenging the validity of the election results revealed an entirely new level of reputational risk for corporate political spending, particularly when delegated to third-party groups. That should signal a warning. Let me signal another warning here. Vote now while I'm talking. Companies often close the polls immediately to keep you from voting. Of course, that doesn't make any sense. The whole purpose of presenting proposals at the meetings is to allow shareholders to consider the arguments and then vote. Closing the polls immediately makes a mockery of the process. Unfortunately, many companies care more about imposing their will than reflecting the wishes of shareholders. I'm stalling a bit to give you a little more time to vote. However, I don't want to be accused of wasting your time or filibustering, so I'll close now. Once again, vote for Proposal number 4, asking the board to disclose political spending. Our continued political democracy may depend on it. Thank you. Thank you, Mr. McRitchie. Operator, would you please open the line for Mr. Chevedden for Proposal 5? Your line is now open. Hello, this is John Chevedden. Can you hear me okay? Yes. Proposal 5, simple majority vote. Shareholders request that our Board take each step necessary so that each voting requirement in our charter bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to "What Matters in Corporate Governance" by Lucian Bebchuk of the Harvard Law School. Super majority requirements are used to block initiatives supported by most shareholders but opposed by status quo management. This proposal topic received overwhelming 99% support at the 2019 Ford Annual Meeting. Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. In the past four weeks, this proposal topic has won 84% support at HollyFrontier Corporation, 89% support at Bunge Limited, and 99% support at ConocoPhillips. The current super majority vote requirement does not make sense. For instance, with our 67% super majority vote requirement in an election calling for 67% shareholder approval, almost 90% of the shares that typically cast ballots at Netflix would need to vote for approval. This proposal has won more than 80% support four times at Netflix since 2013, in spite of a bad -faith edit job on the shareholder proposal by Netflix management. 81% support in 2013, 80% support in 2015, 82% support in 2016, 88% support in 2019. Does the Netflix Board seek a reputation for ignoring such majority shareholder votes? Apparently, Netflix shareholders are not pleased with our directors sitting on their hands in regard to this proposal topic, in spite of these enormous shareholder votes. 54% of Netflix shareholders rejected Jay Hoag, who chaired the Netflix Governance Committee, which is responsible for ignoring majority shareholder votes. Based on this 54% rejection, shareholders could consider Mr. Hoag undesirable for re-election to the boards of Electronic Arts, Peloton Interactive, Tripadvisor, and Zillow if they own stocks in these companies. Reed Hastings and Mathias Döpfner were each rejected by 33% of shareholders in 2020. If these directors join the boards of any public company, shareholders who own stocks in these companies could consider them undesirable directors. 38% of shares rejected management pay in 2020 when 5%-10% rejection is the norm. Unfortunately, Mr. Timothy Haley, chair of the Management Pay Committee, is untouchable by a Netflix shareholder vote until 2022. If Mr. Haley stands for re-election at 2U, Inc. and Zuora in 2021, shareholders in those companies could consider Mr. Haley an undesirable director. Before the meeting closes today, management should disclose whether there has been any improvement in the management pay vote today compared to the dismal vote in 2020. Please vote yes. Proposal 5, simple majority vote. Thank you, Mr. Chevedden. Operator, would you please open the line for Mr. Zhao for Proposal 6? Your line is now open. Thank you. Good afternoon. I'm Jing Zhao. My proposal recommends that Netflix improve the executive compensation philosophy to include CEO pay ratio and other social factors. I just noticed that in 2020, the CEO pay ratios for two CEOs are 197:1 and 179:1. In some way, people may think this is double of the CEO pay ratio, and 190:1 in 2009 for one CEO. There is no rational methodology or program to determine the executive compensation. For example, Twitter's CEO pay ratio is less than 0.001:1 in 2018 and 2019. Amazon's CEO pay ratio is 580:1 in 2018 and 2019. J.C. Penney's alarming CEO pay ratio, 1,294:1 in 2018, is one cause to its bankruptcy. I worked in Japan for several years. I know the compensation of big Japanese companies, the CEO pay ratio is less than one-tenth of big American companies. We know in Germany, employees have a representative to the board to make a decision regarding the pay or related issues. The Politica is the first book on politics in which he suggested the ratio of the richest class to the poorest class in a normal polis be 5: 1. Now, the Americans' rich class become the oligarch, and with the tremendous power of the CEOs and the executives, the American oligarch is dragging America to a deeper and deeper social conflicts and international insecurity. As Warren Buffett admitted, there is class warfare. All right. It's my class, the rich class, and that making war, and we are winning. Americans' bloating executive compensation is neither responsible for the society nor sustainable for the economy, especially under the current social and economic crisis. Reducing the CEO pay ratio should be included to the philosophy of executive compensation. Please vote for Proposal number 6. Thank you very much. Thank you, Mr. Zhao. That concludes the presentation of proposals. We will vote by ballot on the agenda items described in the proxy statement previously sent to you. Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the voting button on the stockholder meeting link and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. While we allow time for stockholders who haven't already voted to complete their voting, please note that questions at this meeting will be limited to those of our auditors. We maintain a robust investor relations function that allows stockholders to communicate with and ask questions to the company in a variety of ways. Stockholders may submit questions four times a year as part of our quarterly earnings interviews. Instructions on how to submit questions are included in the press releases announcing the date on which we will release the earnings results. Stockholders may also pose questions through our investor relations page at ir.netflix.net, where we provide answers to top investor questions as well as an overview of our business strategy and company culture. Information regarding environmental, social, and governance matters, including our ESG, EEO-1, and inclusion reports, and our approach to governance is also available on the IR webpage. The polls for each of the matters voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Mr. Larson, will you report on the vote of the matters brought before this meeting? Yes. Based on preliminary results, the director nominees were duly elected. The stockholders voted in favor of the appointment of Ernst & Young LLP and the named Executive Officer Compensation. Stockholder Proposals 4 and 5 were approved, and Proposal 6 was not approved. Thank you, Mr. Larson. We will be reporting the final vote results in a Form 8-K within four business days of today's meeting. This concludes our Annual Stockholder Meeting. There being no further business, I declare that the Annual Meeting of Stockholders is hereby concluded. Mr. Wang? Holder questions for our auditors submitted, we now end this call. There being no relevant stockholder questions for our auditors submitted, we now end this call, and we thank you all for participating. Have a nice day.
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