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

Compensation for Named Executive Officers

The Compensation Committee of the Board of Directors (the "Committee") of Netflix, Inc. (the "Company") has established the 2023 compensation for the Company's Named Executive Officers. The Committee sets a dollar-denominated annual compensation amount (the "allocatable compensation") for each Named Executive Officer, who can then choose to allocate a portion of that compensation amount toward stock options or cash compensation.



Following the Committee's evaluation of the Company's compensation practices,
the Committee has adopted the following compensation program changes for 2023
for the co-Chief Executive Officers, Reed Hastings and Ted Sarandos, and the
Chief Operating Officer and Chief Product Officer, Greg Peters: (1) a minimum
50% allocation of the officer's allocatable compensation to stock options, (2) a
salary cap of $3 million in the case of the co-Chief Executive Officers and $1.5
million in the case of the Chief Operating Officer, and (3) an annual
performance-based cash bonus program (the "Bonus Program") under the Company's
Amended and Restated Performance Bonus Plan (the "Plan"). The portion of the
allocatable compensation not allocated to stock options and in excess of the
applicable salary cap will be subject to the Bonus Program and is the estimated
target bonus below.

For 2023, Ted Sarandos and Greg Peters will participate in the Bonus Program.
Reed Hastings will not participate in the Bonus Program because his cash
compensation is less than the $3 million salary cap. The Named Executive
Officers' salaries and stock option allocations, as well as estimated target
bonuses for participants in the Bonus Program under the Plan are as follows:

                                                                                      ANNUAL STOCK          ESTIMATED TARGET
                                                              ANNUAL SALARY         OPTION ALLOCATION            BONUS

Reed Hastings, Co-Chief Executive Officer and Chair $ 650,000

         $   34,000,000                       N/A
of the Board
Ted Sarandos, Co-Chief Executive Officer and Chief               3,000,000              20,000,000          $  17,000,000
Content Officer
Greg Peters, Chief Operating Officer and Chief                   1,500,000              12,000,000             10,500,000
Product Officer
Spencer Neumann, Chief Financial Officer                         7,000,000               7,000,000                       N/A
David Hyman, Chief Legal Officer and Secretary                   4,000,000               7,000,000                       N/A
Rachel Whetstone, Chief Communications Officer                   5,700,000                 800,000                       N/A



The number of options to be granted each month is determined by the following
formula: (annual stock option allocation ÷ 12) / ([Fair Market Value on the date
of grant] * 0.40). Each monthly grant shall be made on the first trading day of
the month. The options granted to Reed Hastings, Ted Sarandos and Greg Peters
will vest on the one-year anniversary of the grant date. The options granted to
Spencer Neumann, David Hyman and Rachel Whetstone will vest upon grant. The
options shall be exercisable at a strike price equal to the Fair Market Value
(as defined in the Company's 2020 Stock Plan) on the date of grant. The options
will be subject to the terms and conditions of the Company's 2020 Stock Plan and
will be administered on a non-discretionary basis without further action by the
Board of Directors or the Committee, provided that only the Board of Directors
or the Committee may change the amount or terms of future grants. These stock
options can generally be exercised up to 10 years following the date of grant,
regardless of employment status. The form of stock option agreement for the
stock options to be granted to Reed Hastings, Ted Sarandos and Greg Peters is
attached hereto as Exhibit 10.1, the terms of which are incorporated by
reference herein.

Awards under the Plan will only be paid after achievement of specified
performance goals. The Committee will be the administrator of the Plan and will
assign each participant a target award and performance goal or goals for a
performance period set by the Committee. The estimated target bonus amounts set
out in the table above are estimates only, and any actual amounts that may be
paid to the may differ based on factors adopted by the Committee pursuant to the
Plan.





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Item 9.01 Financial Statements and Exhibits



(d)  Exhibits
Exhibit Number           Description of Exhibit
                           Form of Stock Option Agreement under the 2020 Stock Plan (Options
  10.1                   Subject to Vesting)
                         Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)

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