Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.91M
2: EX-4.18 Instrument Defining the Rights of Security Holders HTML 36K
3: EX-10.11 Material Contract HTML 60K
4: EX-21.1 Subsidiaries List HTML 28K
5: EX-23.1 Consent of Expert or Counsel HTML 25K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
8: EX-31.3 Certification -- §302 - SOA'02 HTML 27K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
15: R1 Cover HTML 84K
16: R2 Audit Information HTML 27K
17: R3 Consolidated Statements of Operations HTML 97K
18: R4 Consolidated Statements of Comprehensive Income HTML 42K
19: R5 Consolidated Statements of Cash Flows HTML 114K
20: R6 Consolidated Balance Sheets HTML 118K
21: R7 Consolidated Balance Sheets (Parenthetical) HTML 42K
22: R8 Consolidated Statements of Stockholders? Equity HTML 72K
23: R9 Organization and Summary of Significant Accounting HTML 46K
Policies
24: R10 Revenue Recognition HTML 63K
25: R11 Earnings Per Share HTML 48K
26: R12 Cash, Cash Equivalents, Restricted Cash, and HTML 56K
Short-term Investments
27: R13 Balance Sheet Components HTML 104K
28: R14 Debt HTML 74K
29: R15 Commitments and Contingencies HTML 37K
30: R16 Guarantees?Indemnification Obligations HTML 26K
31: R17 Stockholders' Equity HTML 68K
32: R18 Income Taxes HTML 104K
33: R19 Employee Benefit Plan HTML 38K
34: R20 Segment and Geographic Information HTML 33K
35: R21 Organization and Summary of Significant Accounting HTML 68K
Policies (Policy)
36: R22 Revenue Recognition (Tables) HTML 57K
37: R23 Earnings Per Share (Tables) HTML 49K
38: R24 Cash, Cash Equivalents, Restricted Cash, and HTML 54K
Short-term Investments (Tables)
39: R25 Balance Sheet Components (Tables) HTML 109K
40: R26 Debt (Tables) HTML 72K
41: R27 Commitments and Contingencies (Tables) HTML 31K
42: R28 Stockholders' Equity (Tables) HTML 64K
43: R29 Income Taxes (Tables) HTML 108K
44: R30 Employee Benefit Plan (Tables) HTML 32K
45: R31 Segment and Geographic Information (Tables) HTML 28K
46: R32 Organization and Summary of Significant Accounting HTML 43K
Policies (Details)
47: R33 Revenue Recognition - Revenue and Membership HTML 47K
Information (Details)
48: R34 Revenue Recognition - Additional Information HTML 40K
(Details)
49: R35 Earnings Per Share - Calculation of EPS (Details) HTML 59K
50: R36 Earnings Per Share - Antidilutive Shares (Details) HTML 24K
51: R37 Cash, Cash Equivalents, Restricted Cash, and HTML 56K
Short-term Investments (Details)
52: R38 Balance Sheet Components - Components of Content HTML 47K
Assets (Details)
53: R39 Balance Sheet Components - Property and Equipment HTML 58K
and Accumulated Depreciation (Details)
54: R40 Balance Sheet Components - Leases (Details) HTML 71K
55: R41 Balance Sheet Components - Lease Maturities HTML 42K
(Details)
56: R42 Balance Sheet Components - Other Current Assets HTML 33K
(Details)
57: R43 Debt - Narrative (Details) HTML 39K
58: R44 Debt - Summary of Long-term Debt (Details) HTML 79K
59: R45 Debt - Revolving Line of Credit (Details) HTML 39K
60: R46 Commitments and Contingencies - Streaming Content HTML 34K
(Details)
61: R47 Commitments and Contingencies - Expected Timing of HTML 32K
Payments for Commitments (Details)
62: R48 Guarantees?Indemnification Obligations (Details) HTML 25K
63: R49 Stockholders' Equity - Voting Rights (Details) HTML 23K
64: R50 Stockholders' Equity - Stock Option Plans HTML 43K
(Details)
65: R51 Stockholders' Equity - Summary of Activity Related HTML 59K
to Stock Option Plans (Details)
66: R52 Stockholders' Equity - Summary of Assumptions Used HTML 46K
to Value Stock Option Grants (Details)
67: R53 Stockholders' Equity - Stock Repurchases (Details) HTML 25K
68: R54 Income Taxes - Schedule of Income before Income HTML 32K
Taxes (Details)
69: R55 Income Taxes - Components of Provision for Income HTML 51K
Taxes (Details)
70: R56 Income Taxes - Reconciliation of Provision for HTML 49K
Income Taxes (Details)
71: R57 Income Taxes - Deferred Tax Assets and Liabilities HTML 58K
(Details)
72: R58 Income Taxes - Narrative (Details) HTML 33K
73: R59 Income Taxes - Summary of Changes in Unrecognized HTML 34K
Tax Benefits (Details)
74: R60 Employee Benefit Plan - Narrative (Details) HTML 26K
75: R61 Employee Benefit Plan - Multiemployer Plan HTML 33K
(Details)
76: R62 Segment and Geographic Information (Details) HTML 36K
77: R63 Segment and Geographic Information - Long-lived HTML 28K
Assets by Geographic Areas (Details)
80: XML IDEA XML File -- Filing Summary XML 140K
78: XML XBRL Instance -- nflx-20221231_htm XML 1.95M
79: EXCEL IDEA Workbook of Financial Reports XLSX 133K
11: EX-101.CAL XBRL Calculations -- nflx-20221231_cal XML 201K
12: EX-101.DEF XBRL Definitions -- nflx-20221231_def XML 353K
13: EX-101.LAB XBRL Labels -- nflx-20221231_lab XML 1.46M
14: EX-101.PRE XBRL Presentations -- nflx-20221231_pre XML 802K
10: EX-101.SCH XBRL Schema -- nflx-20221231 XSD 145K
81: JSON XBRL Instance as JSON Data -- MetaLinks 424± 647K
82: ZIP XBRL Zipped Folder -- 0001065280-23-000035-xbrl Zip 528K
‘EX-4.18’ — Instrument Defining the Rights of Security Holders
The following description sets forth certain material terms and provisions of the securities of Netflix, Inc. (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Delaware law. The
following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our amended and restated certificate of incorporation (the “Charter”) and our amended and restated bylaws (the “Bylaws”), copies of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.18 is a part. We encourage you to read our Charter, our Bylaws and the applicable provisions of Delaware law for additional information.
Our
Charter authorizes us to issue up to 4,990,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series.
Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to the preferences that may be applicable to any outstanding shares of preferred stock, common stockholders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the common stockholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of any shares of preferred stock then outstanding. Common stockholders have no preemptive or conversion rights
or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The common stock currently outstanding is fully paid and nonassessable.
The transfer agent and registrar for the common stock is Computershare Trust Company.
Our common stock is listed on The Nasdaq Stock Market LLC under the trading symbol “NFLX.”
Our board of directors is authorized, without any action by the stockholders, subject to any limitations prescribed by law, to designate and issue preferred stock in one or more series and to designate the powers, preferences and rights of each series, which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred
stock upon the rights of holders of the common stock until our board of
EXHIBIT 4.18
directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:
•impairing the dividend rights of the common stock;
•diluting the voting power of the common stock;
•impairing the liquidation rights of the common stock; and
•delaying, deferring or preventing a change in control.
Anti-Takeover
Provisions
Certain provisions of Delaware law and our Charter and Bylaws could make the following more difficult:
•our acquisition by means of a tender offer;
•acquisition of control by means of a proxy contest or otherwise; and
•removal of our incumbent officers and directors.
These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids, and are designed to encourage persons seeking to acquire control of the Company
to negotiate with the board of directors. The Company believes that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging such proposals. Among other things, negotiation of such proposals could result in an improvement of their terms.
Delaware Anti-Takeover Law. Delaware corporations may elect not to be governed by Section 203 of the General Corporation Law of Delaware (the “DGCL”), i.e., Delaware’s anti-takeover law. The Company has not made this election. Delaware’s
anti-takeover law provides that an “interested stockholder,” defined as a person who owns 15% or more of the outstanding voting stock of a corporation or a person who is an associate or affiliate of the corporation and, within the preceding three-year period, owned 15% or more of the outstanding voting stock, may not engage in specified business combinations with the corporation for a period of three years after the date on which the person became an interested stockholder. The law defines the term “business combination” to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other shareholders. With the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of our capital stock entitled to vote in the election of directors, voting
together as a single class, we may amend our Charter in the future to no longer be governed by the anti-takeover law. This amendment would have the effect of allowing any person who owns
EXHIBIT 4.18
at least 15% of our outstanding voting stock to pursue a takeover transaction that was not approved by our board of directors. However, because the Company has not elected to opt-out of this provision, for transactions not approved in advance by our board of directors, the provision might discourage takeover attempts that might result in a premium over the market price for shares of our common stock.
Limitations of Director Liability and
Indemnification. Our Charter provides that directors shall not be personally liable to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Delaware law currently provides that this waiver may not apply to liability:
•for any breach of the director’s duty of loyalty to us or our stockholders;
•for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•under Section 174 of the DGCL (governing distributions to stockholders); or
•for any transaction from which
the director derived any improper personal benefit.
In the event the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Our Bylaws further provide that we will indemnify each of our directors and officers, trustees, fiduciaries, employees and agents to the fullest extent permitted by Delaware law.
Election and Removal of Directors. At the 2022 annual meeting of stockholders, our stockholders approved a proposal from our board of directors to amend our Charter to phase out the classification of our board of directors (the
“Declassification Amendment”). Pursuant to the Declassification Amendment, directors will be elected to one-year terms starting in the 2023 annual meeting of stockholders with the entire board of directors standing for annual elections in 2025 and beyond. For the directors elected prior to the 2023 annual meeting of stockholders, the current three-year terms of directors will remain in effect, and they will serve out their remaining three-year terms. Until such time as the classification of the Board shall terminate at the 2025 annual meeting of stockholders, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. Our Charter provides that a director can only be removed from the board of directors
only by the affirmative vote of stockholders holding a majority of the outstanding voting power of all classes of stock entitled to vote in an election of directors, voting together as a single class, and, as long as the board of directors is classified, such removal may be only for cause. The board of directors has the
EXHIBIT 4.18
exclusive right to increase or decrease the size of the board and to fill vacancies on the board. These provisions may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of the Company because they generally make it more difficult for stockholders to replace a majority of the directors.
Stockholder
Meetings. Under our Charter, only our chairman of the board, a chief executive officer, president, the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors or the corporate secretary upon the request, in accordance with and subject to our Bylaws, by stockholders holding an aggregate net long position of not less than 20% of the outstanding shares of common stock continuously for at least one year may call a special meeting of stockholders.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of
candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
Elimination of Stockholder Action by Written Consent. Our Charter eliminates the right of stockholders to act by written consent without a meeting. This provision will make it more difficult for stockholders to take action opposed by the board of directors.
No Cumulative Voting. Our Charter does not provide for cumulative voting in the election of directors, which, under Delaware law, precludes stockholders from cumulating their votes in the election of directors, frustrating the ability of minority stockholders to obtain representation on the board of directors.
Undesignated
Preferred Stock. The authorization of undesignated preferred stock makes it possible for the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of the Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in the control or management of the Company.
Amendment of Certain Provisions in the Bylaws. Our Bylaws require the affirmative
vote of the holders of at least a majority of the outstanding voting power of our stock entitled to vote generally in the election of directors, voting as a single class, to amend any provision of our Bylaws concerning:
•number of directors;
•election and qualification of directors;
•resignation of directors and filling of vacancies on the board of directors;
EXHIBIT 4.18
•removal of directors;
•indemnification
of the directors, officers, employees and agents of the Company; and
