BA BRIEFING·
Netflix Inc (NFLX) 2026 Annual Meeting
12 directors up · 11 in watch zone · 7 proposals · Uncontested
$363.8B mkt cap · 1Y TSR -28.7% · Board A-
Director Elections (12) · 11 of 12 scored by BA forecast
Election Outlook
All 11 scored nominees carry some forecast vote pressure. 11 are flagged for elevated vote pressure; the most-loaded are Jay Hoag (prior 21.5%, forecast Crisis), Leslie Kilgore (prior 95.6%, forecast Material), and Ann Mather (prior 95.2%, forecast Material), with 8 other(s) in the table below.
| Nominee | Forecast | Background |
|---|---|---|
Independent | MATERIAL Prior 90.8% 70808793100 | Co-Executive Chairman and former CEO of Zillow Group, founder of Expedia and GlassDoor, and director at QVC Group, Inc. since 2002. |
Independent | ELEVATED Prior 97.6% 70808793100 | Dopfner has served as a director at Warner Music Group since 2018 and brings significant media experience to Netflix's Board. |
Independent | CRISIS Prior 21.5% 70808793100 | Jay C. Hoag has served as a director since 1999 and is currently the lead independent director at Netflix, also holding board positions at Peloton Interactive and Zillow Group. |
Independent | MATERIAL Prior 95.6% 70808793100 | Leslie Kilgore has served as an independent director at Pinterest since 2012 and is the chair of the compensation committee. |
Independent | ELEVATED Prior 97.3% 70808793100 | Chairman and founder of Econet, a telecommunications and technology group with international operations and investments. |
Independent | MATERIAL Prior 95.2% 70808793100 | Ann Mather has served as CFO and held senior finance roles at major media companies, and has been an independent director at Bumble Inc. and Pattern Group Inc. since 2010. |
Independent | ELEVATED First-time at this board · Non-independent director on the Audit Committee | Elinor Mertz served as Chief Financial Officer at Airbnb since March 2024 and previously held various finance roles at Netflix from 2006 to 2013. Governance flag: Non-independent director on the Audit Committee |
Not independent | ELEVATED Prior 98.0% 70808793100 | Greg Peters has served in various roles at Netflix since 2008, including Chief Operating Officer and Chief Product Officer, and is currently co-Chief Executive Officer and President. |
Ambassador Susan Rice Independent | — | |
Not independent | ELEVATED Prior 98.0% 70808793100 | No concrete facts provided. |
Independent | MATERIAL Prior 97.0% 70808793100 | No concrete facts provided. |
Independent | MATERIAL Prior 96.6% 70808793100 | No concrete facts provided. |
Proposals on the Ballot (7)
| #1 | Election of Directors Filed by the board · Board recommends For Elect twelve directors nominated by the Board to hold office until the 2027 annual meeting. |
| #2 | Ratification of Appointment of Independent Registered Public Accounting Firm Filed by the board · Board recommends For Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending . |
| #3 | Advisory Approval of Named Executive Officer Compensation Filed by the board · Board recommends For Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (say-on-pay). Detail ›This management proposal requests an advisory (non-binding) approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy materials (the annual say-on-pay vote). Management frames the vote as a validation of a compensation program designed to attract and retain top talent, emphasize pay-for-performance through a mix of PSUs and RSUs, and align executive incentives with stockholder interests via payout metrics tied to F/X Neutral Revenue, F/X Neutral Operating Margin, and relative TSR for long-term awards. The Board and Compensation Committee highlight recent program changes (transition from options to RSUs/PSUs, performance metrics, and modified severance/retention features) and point to strong prior say-on-pay support as evidence of alignment. A FOR vote would endorse management’s compensation philosophy and support stability in executive pay design; a AGAINST vote would signal stockholder dissatisfaction and could prompt further engagement and potential program adjustments. The vote is advisory only and does not change compensation directly, but institutional investors and proxy advisors often treat the result as important feedback. The Board recommends FOR and justifies that the program ties pay to company financial performance and long-term shareholder value creation, while acknowledging the advisory nature of the vote. Given Netflix’s recent strong operating performance and the Compensation Committee’s use of relative and absolute metrics, the proposal sits at the intersection of governance feedback, talent retention needs, and pay-for-performance scrutiny, making the outcome relevant for compensation strategy continuity and investor relations. |
| #4 | Shareholder Right to Act by Written Consent Filed by a shareholder · Board recommends Against Stockholder proposal requesting the Board to permit stockholders to take corporate action by written consent without unnecessary ownership-duration or holding-form restrictions. |
| #5 | ESG ROI Report Filed by a shareholder · Board recommends Against Stockholder proposal requesting a report disclosing the extent to which ESG investments identified in the 2024 ESG Report were authorized and maintained based on NPV and ROI calculations, excluding proprietary information. |
| #6 | Report on Politicized Brand Misalignment Filed by a shareholder · Board recommends Against Stockholder proposal requesting the Board conduct an evaluation and issue a report on how Netflix’s branding, marketing, and public policy positions may expose the company to legal, regulatory, and reputational risk and impact shareholder value. |
| #7 | Adopt Cumulative Voting Filed by a shareholder · Board recommends Against Stockholder proposal requesting the adoption of cumulative voting for director elections (amend Charter and Bylaws and implement procedures). |
Top institutional holders · as of Mar 31, 2026
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | $26.38B |
| STATE STREET CORP | 4.07% | $16.50B |
| FMR LLC | 3.35% | $13.59B |
| BlackRock, Inc. | 3.06% | $12.40B |
| Capital World Investors | 2.35% | $9.53B |
| PRICE T ROWE ASSOCIATES INC /MD/ | 2.21% | $8.94B |
| GEODE CAPITAL MANAGEMENT, LLC | 2.14% | $8.65B |
| BlackRock, Inc. | 2.09% | $8.48B |
| VANGUARD PORTFOLIO MANAGEMENT LLC | 1.79% | $7.25B |
| Capital Research Global Investors | 1.62% | $6.54B |
Source: SEC 13F filings (latest quarter). Position value is the holder’s reported aggregate value at the as-of date.
Recent key filings
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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Frequently Asked Questions
When is the Netflix Inc 2026 annual meeting?
Netflix Inc (NFLX) holds its 2026 annual shareholder meeting on June 4, 2026.
What is the record date for the Netflix Inc 2026 meeting?
The record date for the Netflix Inc 2026 meeting is April 6, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Netflix Inc's 2026 meeting?
The board is presenting 12 director nominees at the Netflix Inc 2026 meeting. The full slate appears in the 'Director Nominees' table on this page, with independence designations and a structured indexable summary.
What proposals will shareholders vote on at the Netflix Inc 2026 meeting?
Shareholders will vote on 7 proposals at the Netflix Inc 2026 meeting. The full list with proposed-by tags and management recommendations appears in the 'Proposals on the Ballot' section on this page.
Are any directors at risk at Netflix Inc's 2026 annual meeting?
The Boardroom Alpha Director-Vote Forecast flags 11 of 11 scored nominees as facing elevated vote pressure at the Netflix Inc 2026 meeting: Richard Barton, Mathias Döpfner, Jay Hoag, Leslie Kilgore, Strive Masiyiwa plus 6 other(s). The most-loaded nominee is Jay Hoag (forecast band: crisis). Prior support: 21.5%. See the 'Director Nominees' table for the per-director forecast bar and prior support.
Where do I find the original proxy filing?
The 'View proxy' link at the top of this page opens the original SEC DEF 14A (or amended) filing for the Netflix Inc 2026 meeting in the Boardroom Alpha filing viewer.
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