Netflix, Inc. | Interfaith Center on Corporate Responsibility

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Netflix, Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2026 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Filed</p>
</div>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable percent of shares. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required.</p>
<p dir=”ltr”>Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. </p>
<p dir=”ltr”>This proposal topic won 52% support at the 2018 Netflix (NFLX) annual meeting. The 2018 shareholder proposal for a shareholder right to call for a special shareholder meeting also received more than 50% support at the same 2018 meeting and was adopted by NFLX. But this proposal topic has yet to be adopted.</p>
<p dir=”ltr”>A shareholder right to act by written consent could incentivize NFLX directors to be more vigilant and more alert to face future opportunities and headwinds.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>
</aside&gt

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Netflix, Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Vote</p>
</div>

<div class=”row-info”>
<strong>Vote Percentage:</strong>
<p>42.10%</p>
</div>
<div class=”row-info”>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p>Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 15% of our outstanding common stock the power to call a special shareholder meeting.</p>
<p>A 15% stock ownership threshold to call a special meeting would bring Netflix generally in line with more than 100 companies that provide for 25% of shares to be able to call for a special shareholder meeting. More than 100 companies do not attach strings to their 25% threshold. However Netflix attached a big string to its current threshold by excluding all shares that are not held for a full continuous year. Thus to make up for the exclusion of all shares held for less than a full continuous year the new threshold at Netflix should reasonably be set at 15%.</p>
<p>Since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for Netflix directors to improve their performance and in turn improve Netflix shareholder value. For instance one NFLX director has excessive 23-years Board tenure and received 78 million against votes. This was 10-times the against votes of a number of other NFLX directors.</p>
<p>Calling a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call a special shareholder meeting is that it gives NFLX shareholders a Plan B option if management is not interested in good faith shareholder engagement. NFLX would have an incentive to genuinely engage with shareholders as an alternative to conducting a special shareholder meeting.</p>
<p>With the widespread use of online shareholder meetings it is much easier for NFLX to conduct a special shareholder meeting and thus NFLX bylaws need to be updated accordingly.</p>
<p>This proposal won 45% NFLX shareholder support at the 2024 NFLX annual meeting.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

</div>

</div>
</div>

</div>
</div>
</aside&gt

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Netflix, Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Workplace Equity </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Filed</p>
</div>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p>RESOLVED: Shareholders urge the Board of Directors of Netflix to amend the publicly available Code of Ethics to expand the topic “Inclusive & Respectful Work Environment,” addressing key issues such as non-discrimination, anti-harassment, and whistleblower protection.</p>
<p>SUPPORTING STATEMENT:</p>
<p>In September 2023, Netflix updated its Code of Ethics1, but critical areas still lack sufficient detail to align with best practices in diversity, equity, and inclusion (DEI).</p>
<p>Enhancing the Code of Ethics would address key gaps by:</p>

Clearly specifying protected characteristics and covering all aspects of employment, such as recruitment, compensation, and promotions.
Defining harassment with concrete examples of abusive behavior.
Outlining the scope of whistleblower protections against retaliation, such as termination, demotion, threats, discrimination, or harassment, for raising concerns in good faith.

<p>WHEREAS:</p>
<p>Netflix, as a leader in the entertainment industry, has built its reputation on promoting diverse voices and fostering inclusion, as recognized by the Annenberg Inclusion lnitiative2. However, female representation on Netflix’s board stands at 31% (2024)3, significantly lower than its overall workforce representation of 51.6% (2023 ESG Report)4.</p>
<p>As a media company, Netflix’s reputation relies on fostering a culture of inclusion and accountability across all organizational levels, including its board. Strong policies that embed these principles are critical for setting clear expectations, empowering leadership and employees to address concerns, and aligning with Netflix’s commitment to DEI.</p>
<p>Enhancing the Code of Ethics to reflect these priorities would reinforce Netflix’s leadership in DEi, reduce reputational and operational risks, and strengthen its ability to attract and retain top talent and collaborators from diverse backgrounds.</p>
<p>1 Entertaining With Ethics & Integrity The Netflix Code of Ethics You Play A Starring Role In This Production</p>
<p>2 New Annenberg lnclusien Initiative Report Identifies Areas of lnclus,ion in Netfllx Content</p>
<p>3 Netflix – Environmental. Social & Governance – Leadership & Directors</p>
<p>https://s22.q4cdn.com/95’9853165/files/doc downloads/2024/6/2023-Netflix-EnvironmentaI-SociaI-Governance-Report.pdf</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> Barbara McCracken</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters of Mount St. Scholastica</span></div>
</div>

<h3>Co-filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> Barbara McCracken</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Monasterio Pan de Vida</span></div>
</div>

</div>

</div>
</div>

</div>
</div>
</aside&gt

Resolution Details

Company:

Netflix, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

AI / Artificial Intelligence

Status:

Filed

Resolution Text

RESOLVED: Shareholders request that Netflix, Inc. (the “Company”) prepare and publicly disclose on the Company’s website a transparency report that explains the Company’s use of Artificial Intelligence (“AI”) in its business operations and the Board’s role in overseeing AI usage, and sets forth any ethical guidelines that the company has adopted regarding its use of AI. This report shall be prepared at a reasonable cost and omit information that is proprietary, privileged, or violative of contractual obligations.

Supporting Statement

The use of AI by large corporations raises significant social policy concerns. These concerns include potential discrimination or bias in employment decisions, mass layoffs due to job automation, facility closures, the misuse and disclosure of private data, and the creation of “deep fake” media content that may result disseminate false information. These concerns pose a risk to the public and the Company’s reputation and financial position.

Transparency regarding the Company’s use of AI, and any ethical guidelines governing that use, will strengthen the Company. Transparency would address the public’s growing concerns and distrust about the indiscriminate use of AI, strengthening the Company’s position and reputation as a responsible, trustworthy, and sustainable leader in its industry. With a transparency report, the Company could establish that it uses AI in a safe, responsible, and ethical manner that complements the work of its employees and values the public.

The White House Office of Science and Technology Policy has developed ethical guidelines to help guide the design, use, and deployment of AI. These five principles for an AI Bill of Rights are 1) safe and effective systems, 2) algorithmic discrimination protections, 3) data privacy, 4) notice and explanation, and 5) human alternatives, consideration, and fallback. (White House Office of Science and Technology Policy, “Blueprint for an AI Bill of Rights: Making Automated Systems Work for the American People,” October 2022, available at https://www.whitehouse.gov/ostp/ai-bill-of-rights).

If the Company does not already have ethical guidelines for the use of AI, the adoption of ethical guidelines for the use of AI may improve the Company’s performance by avoiding costly labor disruptions and lawsuits related to the improper use of AI. The entertainment industry writer and performer strikes, sparked in part by AI concerns, and lawsuits related to the use of copyrighted works by AI engines have been prominent new stories throughout 2023 and may prove costly for companies that make use of AI.

We believe that issuing an AI transparency report is particularly important for companies such as ours in the entertainment industry that create artistic works that are the basis for our shared culture. In our view, AI systems should not be trained on copyrighted works, or the voices, likenesses and performances of professional performers, without transparency, consent and compensation to creators and rights holders. AI should also not be used to create literary material, to replace or supplant the creative work of professional writers.

For these reasons, we urge you to vote FOR this proposal.

Resolution Details

Company:

Netflix, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Workplace Equity

Status:

Filed

Resolution Text

RESOLVED: Shareholders urge the Board of Directors of Netflix, Inc. to amend the publicly available Code of Ethics by expanding the topic “Inclusive & Respectful Work Environment” and to issue a report to shareholders, at reasonable expense and excluding confidential information, on how the Board of Directors of Netflix, Inc. checks and verifies board member compliance with the amended Code of Ethics (including outside of their roles as Netflix board members).

SUPPORTING STATEMENT: The amendments of the Code of Ethics of Netflix, Inc. should entail the following:

· details on the grounds of discrimination (e.g., religion, sex, gender identity or expression, age, national or ethnic origin, citizenship status, disability or any other characteristic protected under law) and aspects of employment (e.g., recruitment, compensation, demotion or transfer, promotions, and terminations),

· a definition and/or examples of harassment (in terms of what constitutes harassment and abusive behavior), and,

· details on how whistleblowers are protected against retaliation (e.g., in the form of termination, demotion, threats, discrimination and/or harassment) for raising a concern in good faith.

WHEREAS: Netflix is known for their remarkable track record regarding representation, visibility, and empowerment for underrepresented groups in their productions (see findings of the Annenberg Inclusion Initiative1).

Nonetheless, female representation on their board is lower than in other roles (33% in 20232, compared to 49.6% in overall workforce and 51.4% and 43.5% in (senior) leadership – as reported in their 2022 Netflix Environmental Social Governance Report3).

We appreciate that Netflix has updated their publicly disclosed Code of Ethics. However, the most recent version4 still does not cover key issues in sufficient detail that are of particular concern regarding promoting diversity, equity, and inclusion (DEI) on board level, namely, non-discrimination, equal opportunities, and zero tolerance towards harassment as well as a robust whistleblower protection. Detailed policies are essential to set clear expectations to empower those affected to address concerns.

As a media company, Netflix is facing increased scrutiny regarding the concerns addressed by the #MeToo movement, in particular, sexual abuse or sexual harassment. Renowned media organizations such as the New York Times5, Financial Times6 and Der Spiegel7 reported on allegations against board member Mathias Döpfner about tolerating abusive behavior by a top manager in his role as chairman and CEO of Axel Springer.

Embracing and driving DEI on screen and behind the camera is a key selling point for Netflix. Given the allegations in the media, we fear that having an insufficient Code of Ethics to monitor board members’ compliance could obstruct an environment that allows for DEI to flourish at top level. This may have negative long-term impacts on the culture and reputation of Netflix, and as shareholders, we see risks for Netflix as a brand: from losing credibility and customers, to failing to attract key talent to forfeiting relevant productions by alienating actors, directors, and producers from diverse backgrounds.

1 https://annenberg.usc.edu/news/research/new-annenberg-inclusion-initiative-report-identifies-areas-inclusion-netflix-content

2 https://ir.netflix.net/governance/Leadership-and-directors/default.aspx

3 https://s22.q4cdn.com/959853165/files/doc_downloads/2023/06/29/Netflix_2022-ESG-Report-FINAL.pdf

4 https://s22.q4cdn.com/959853165/files/doc_downloads/2023/09/netflix-code-of-ethics-9-6-2023.pdf

5 https://www.nytimes.com/2021/10/17/business/media/axel-springer-bild-julian-reichelt.html

6 https://www.ft.com/content/0317edd2-cf37-4d32-9e03-e7288904126c

7 https://www.spiegel.de/wirtschaft/der-fall-julian-reichelt-axel-springer-ein-konzern-im-skandalsumpf-a-81679100-245e-41f4-a0db-f2b19ad023a6

Resolution Details

Company:

Netflix, Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Workplace Equity

Status:

Withdrawn for Agreement

Resolution Text

Resolved: Myra K. Young, of CorpGov.net, requests Netflix, Inc. (Company” or “Netflix”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

Supporting Statement: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ hourly median earnings represent 64% of white wages. Median income for women working full time is 83% of that of men.1 Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.2 At the current rate, women will not reach pay equity until 2059, Black women 2130, and Latina women 2224.3

Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.4 PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.5 Actively managing pay equity is linked to superior stock performance and return on equity.6

Best practice includes:

1. unadjusted median pay gaps, assessing equal opportunity to high-paying roles,
2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunities and pay.7 BlackRock reports neither.

Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.8 The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting.

An annual report adequate for investors to assess performance could integrate base, bonus, and equity compensation to calculate:

• percentage median and adjusted gender pay gap, globally and/or by country
• percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

To Enhance Shareholder Value, Vote FOR Pay Equity Disclosure – Proposal [4*]

1 https://www.nationalpartnership.org/our-work/resources/economic-justice/fair-pay/americas-women-and-the-wage- gap.pdf
2 https://www.aauw.org/app/uploads/2021/09/AAUW_SimpleTruth_2021_-fall_update.pdf
3 https://iwpr.org/iwpr-publications/quick-figure/the-gender-pay-gap-1985-to-2020-with-forecast-for-achieving-pay- equity-by-race-and-ethnicity/
4 https://ir.citi.com/NvIUklHPilz14Hwd3oxqZBLMn1_XPqo5FrxsZD0x6hhil84ZxaxEuJUWmak51UHvYk75VKeHCMI%3D
5 https://www.pwc.com/hu/en/kiadvanyok/assets/pdf/women-in-work-2021-executive-summary.pdf
6 https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/promoting-gender-parity- in-the-global-workplace ; https://www.issgovernance.com/file/publications/ISS-ESG-Gender-Diversity-Linked-to- Success.pdf
7 https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/ 8https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/ Racial+Ge

Resolution Details

Company:

Netflix, Inc.

Year:

2023

Issue Area:

Climate Change

Focus Area:

Climate Change

Status:

Vote

Vote Percentage:

8.80%

Netflix, Inc. Align Retirement Plan Options with Climate Action Goals – Proxy Memo

23.NFLX_.1+Netflix+-+401K+Proxy+Memo_WEB.pdf

Resolution Text

WHEREAS: Climate change poses a growing, systemic risk to the economy. If global climate goals are not met, workers face the likelihood of significant negative impacts to their retirement portfolios. Swiss Re estimates a 4% decline in global GDP by 2050 if global temperature increases are kept below 2 degrees Celsius, but up to an 18% decline, equating to $23 trillion in reduced economic output, without effective mitigation.[1]

Netflix has taken actions to address climate change by committing to reduce internal emissions by 45% below 2019 levels by 2030.[2] Yet, even while it transitions its business to reduce its own greenhouse gas (GHG) emissions, our Company’s 401(k) retirement plan (“Plan”) invests significantly in companies that contribute to climate change, jeopardizing workers’ life savings.

Employee retirement funds are automatically invested in the Plan’s default investment option unless employees proactively choose different investments. Thus, the majority of the Netflix Plan’s $1.3 billion in assets are invested in the default option.[3]

Netflix has selected Vanguard Target Retirement funds as the Plan’s default offering, which invest significantly in fossil fuel companies and companies contributing to deforestation.[4] By investing employees’ retirement savings in companies with outsize contributions to climate change, Netflix is generating climate risk, including transition risk and long-term systemic risk, to workers’ portfolios.

Netflix’s default 401(k) choice risks compromising its obligation to select retirement plan investment options in the best interests of its plan participants, including those with retirement dates more than a decade out.

In the increasingly competitive employee recruitment and retention landscape, failing to minimize material climate risk in its default 401(k) plan option may make it more difficult for Netflix to attract and retain top talent. Employee polling indicates that firms’ environmental records are an important consideration in choosing a job.[5] Employee polling also reveals increasing demand for climate-safe retirement plan options.[6]

Given the threat that climate change poses to employee’s life savings, our Company can help ensure employee loyalty and satisfaction and demonstrate that it is actively safeguarding all employee retirement savings, no matter when they are set to retire, by minimizing climate risk in its Plan offerings, especially in its default option. The federal government recently clarified that fiduciaries may appropriately consider climate risk in the selection of plan offerings, including in the default option.[7]

BE IT RESOLVED: Shareholders request that the Board publish a report, at reasonable expense and omitting confidential information, disclosing how the Company is protecting Plan beneficiaries with a longer investment time horizon from climate risk in the company’s default retirement options.

SUPPORTING STATEMENT: The report should include, at Board discretion, analysis of:

The degree to which carbon-intensive investments in the default investment option contribute to greater beneficiary risk and reduced Plan performance over time;
Whether carbon-intensive investments in the default investment option put younger beneficiaries’ savings at greater risk than participants closer to retirement.

[1] https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html

[2] https://about.netflix.com/en/sustainability

[3] https://iyv-charts.s3.us-west-2.amazonaws.com/retirement-plans/netflix/netflix-401k-plan-form-5500-filing-and-attachment-2021.pdf

[4] https://investyourvalues.org/retirement-plans/netflix

[5] https://www.shrm.org/resourcesandtools/hr-topics/talent-acquisition/pages/climate-change-branding-can-lift-recruitment-and-retention.aspx

[6] https://www.cnbc.com/2019/04/09/workers-want-elusive-socially-responsible-investments-in-401k-survey.html

[7] https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights

Right To Act By Written Consent

Resolution Details

Resolution Text

Resolution Details

Resolution Text

Resolution Details

Resolution Text

Resolution Details

Resolution Text