Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2022, the Board of Directors (the "Board") of Netflix, Inc. (the "Company") approved the Amended and Restated Performance Bonus Plan (the "Plan"), which provides compensation to key executives based upon the Company achieving certain performance goals. The Plan was amended and restated to, among other things:

•eliminate certain references, and provisions related to, Section 162(m) of the Internal Revenue Code of 1986, as amended, which are no longer applicable, including elimination of a maximum award amount;

•provide for a prorated bonus in the event of an involuntary termination by the Company;

•provide discretion to the Compensation Committee of the Board to determine the timing of payments of each award;

•provide that awards may be subject to recoupment policies of the Company, as applicable; and

•allow the Compensation Committee of the Board to amend the Plan.

The foregoing description of the Plan is a summary and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits

Exhibit Number           Description of Exhibit
  10.1                     Amended and Restated Performance Bonus Plan
                         Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)


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