Current Report — Form 8-K Filing Table of Contents
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 168K
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iNFLX
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2020, Mr. Strive Masiyiwa was appointed to the Board of Directors (the “Board”) of Netflix, Inc. (the “Company”). His appointment is effective immediately and he will hold office as a Class II director with a term expiring at the
Company's annual meeting of stockholders in 2022. He has not yet been appointed to serve as a member of any Board committees.
Mr. Masiyiwa, like the Company’s other non-employee directors, will receive stock options pursuant to the Director Equity Compensation Plan. The Director Equity Compensation Plan provides for a monthly grant of stock options to each non-employee director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2020 Stock Plan. The actual number of options to be granted will be determined
by the following formula: $25,000 / ([fair market value on the date of grant] x 0.40). Each monthly grant is made on the first trading day of the month, is fully vested upon grant and is exercisable at a strike price equal to the fair market value as reflected by the closing price on the date of the option grant.
As it does with all directors and executive officers, the Company will enter into an indemnification agreement with Mr. Masiyiwa. The indemnification agreement will require the Company to indemnify Mr. Masiyiwa, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.
See the Company’s Form of Indemnification Agreement filed with the Securities and Exchange Commission on March 20, 2002 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A.
There are no related party transactions between the Company and Mr. Masiyiwa that are subject to disclosure under Item 404(a) of Regulation S-K.
On and effective as of December 16, 2020, the Board amended and restated the Company’s Bylaws (the “Amended Bylaws”)
to amend Sections 3.3 and 3.4 of the Amended Bylaws to clarify that the terms of newly appointed directors are coterminous with the election of the class for which such directors shall have been chosen and that elected directors will hold office until the term of the class to which they have been elected has expired.
The foregoing summary of the Amended Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
