Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2020, Mr. Strive Masiyiwa was appointed to the Board of
Directors (the "Board") of Netflix, Inc. (the "Company"). His appointment is
effective immediately and he will hold office as a Class II director with a term
expiring at the Company's annual meeting of stockholders in 2022. He has not yet
been appointed to serve as a member of any Board committees.
Mr. Masiyiwa, like the Company's other non-employee directors, will receive
stock options pursuant to the Director Equity Compensation Plan. The Director
Equity Compensation Plan provides for a monthly grant of stock options to each
non-employee director of the Company in consideration for services provided to
the Company and subject to the terms and conditions of the Company's 2020 Stock
Plan. The actual number of options to be granted will be determined by the
following formula: $25,000 / ([fair market value on the date of grant] x 0.40).
Each monthly grant is made on the first trading day of the month, is fully
vested upon grant and is exercisable at a strike price equal to the fair market
value as reflected by the closing price on the date of the option grant.
As it does with all directors and executive officers, the Company will enter
into an indemnification agreement with Mr. Masiyiwa. The indemnification
agreement will require the Company to indemnify Mr. Masiyiwa, to the fullest
extent permitted by Delaware law, for certain liabilities to which he may become
subject as a result of his affiliation with the Company. See the Company's Form
of Indemnification Agreement filed with the Securities and Exchange Commission
on March 20, 2002 as Exhibit 10.1 to the Company's Registration Statement on
Form S-1/A.
There are no related party transactions between the Company and Mr. Masiyiwa
that are subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued on December 16, 2020, regarding Mr.
Masiyiwa's appointment to the Board is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective as of December 16, 2020, the Board amended and restated the
Company's Bylaws (the "Amended Bylaws") to amend Sections 3.3 and 3.4 of the
Amended Bylaws to clarify that the terms of newly appointed directors are
coterminous with the election of the class for which such directors shall have
been chosen and that elected directors will hold office until the term of the
class to which they have been elected has expired.
The foregoing summary of the Amended Bylaws is qualified in its entirety by
reference to, and should be read in conjunction with, the complete text of the
Amended Bylaws, which is attached to this Current Report on Form 8-K as Exhibit
3.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
3.1 Amended and Restated Bylaws
Cover Page Interactive Data File (formatted as inline XBRL and contained in
104 Exhibit 101)
99.1 Press Release Issued by Netflix, Inc. on December 16, 2020
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses