NETFLIX
INC0001065280false00010652802023-01-132023-01-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported):
January 13, 2023
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NETFLIX, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-35727 |
77-0467272 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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121 Albright Way, Los Gatos, California
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95032 |
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(Address of principal executive offices) |
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(Zip Code) |
(408) 540-3700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.001 per share |
NFLX |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 2.02 Results of Operations and Financial
Condition.
On January 19, 2023, Netflix, Inc. (the “Company”) announced
its financial results for the quarter ended December 31, 2022.
The Letter to Shareholders, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference, includes reference to
the non-GAAP financial measures of F/X neutral revenue and
operating margin, free cash flow, last twelve months ("LTM")
EBITDA, and adjusted EBITDA. Generally, a non-GAAP financial
measure is a numerical measure of a company’s performance,
financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance
with generally accepted accounting principles in the United States.
Management believes that the non-GAAP measures of free cash flow,
LTM EBITDA and adjusted EBITDA are important liquidity metrics
because they measure, during a given period, the amount of cash
generated that is available to repay debt obligations, make
strategic acquisitions and investments and for certain other
activities like stock repurchases. Management believes that F/X
neutral revenue and operating margin allows investors to compare
our projected results to our actual results absent intra-year
currency fluctuations. However, these non-GAAP measures should be
considered in addition to, not as a substitute for or superior to,
net income, operating income, operating margin, diluted earnings
per share and net cash provided by (used in) operating activities,
or other financial measures prepared in accordance with GAAP.
Reconciliation to the GAAP equivalent of this non-GAAP measure is
contained in tabular form in Exhibit 99.1.
The information contained in this Item 2.02 and the accompanying
Exhibit 99.1 are “furnished” and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act regardless of any general
incorporation language in such filing, unless expressly
incorporated by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 13, 2023, Reed Hastings was appointed as Executive
Chairman of the Board of Directors (the “Board”) of the Company,
effective immediately. At that time, Mr. Hastings resigned his role
as co-Chief Executive Officer and President of the Company, but
remains an employee of the Company in his new role as Executive
Chairman. Also on January 13, 2023, Greg Peters, age 52, was
appointed as co-Chief Executive Officer of the Company. Mr. Peters
will serve as co-Chief Executive Officer with Ted Sarandos, the
Company’s co-Chief Executive Officer. Additionally, Mr. Peters has
been appointed to the Board and will hold office as a Class I
director. He has not yet been appointed to serve as a member of any
Board committee. Both appointments were effective as of January 13,
2023.
Biographical and other information about Mr. Peters can be found in
the section of Netflix’s 2022 Proxy Statement, filed with the
Securities and Exchange Commission on April 22, 2022, entitled "Our
Company-- Executive Officers–Greg Peters", which is incorporated by
reference herein. Mr. Peters brings to the Board a deep
understanding of the Company’s business, including its technology
and worldwide operations, as well as executive leadership
experience.
There is no family relationship between Mr. Peters and any other
person that would require disclosure under Item 401(d) of
Regulation S-K. Mr. Peters is also not a party to any transactions
that would require disclosure under Item 404(a) of Regulation
S-K.
In connection with the above appointments and resignation, on
January 13, 2023, the Compensation Committee of the Board of the
Company made the following modifications to the 2023 compensation
for Mr. Peters and Mr. Hastings:
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ANNUAL SALARY
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ANNUAL STOCK OPTION ALLOCATION |
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ESTIMATED TARGET BONUS |
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Greg Peters, Co-Chief Executive Officer |
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$ |
3,000,000 |
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$ |
17,325,000 |
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$ |
14,325,000 |
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Reed Hastings, Executive Chairman of the Board |
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500,000 |
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2,500,000 |
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N/A |
All other terms relating to the 2023 compensation for Mr. Peters
and Mr. Hastings remain consistent with those disclosed in the
Company’s Current Report on Form 8-K filed on December 23,
2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description of Exhibit |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURES
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.
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NETFLIX, INC. |
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Date: |
January 19, 2023 |
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/s/ Spencer Neumann |
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Spencer Neumann |
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Chief Financial Officer |
Grafico Azioni Netflix (NASDAQ:NFLX)
Storico
Da Feb 2023 a Mar 2023
Grafico Azioni Netflix (NASDAQ:NFLX)
Storico
Da Mar 2022 a Mar 2023
