NFLX » Topics » Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

These excerpts taken from the NFLX 10-K filed Feb 25, 2009.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:

 

   

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

 

   

provide for a classified board of directors;

 

   

prohibit our stockholders from acting by written consent;

 

   

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

 

   

prohibit stockholders from calling a special meeting of stockholders.

In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:

 

   

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

 

   

provide for a classified board of directors;

 

   

prohibit our stockholders from acting by written consent;

 

   

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

 

   

prohibit stockholders from calling a special meeting of stockholders.

In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

Provisions in our charter documents and under Delaware
law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a
merger or acquisition that a stockholder may consider favorable because they:

 







  

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide for a classified board of directors;

 







  

prohibit our stockholders from acting by written consent;

 







  

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

prohibit stockholders from calling a special meeting of stockholders.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and
Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with
any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an
acquisition of us.

Provisions in our charter documents and under Delaware
law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a
merger or acquisition that a stockholder may consider favorable because they:

 







  

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide for a classified board of directors;

 







  

prohibit our stockholders from acting by written consent;

 







  

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

prohibit stockholders from calling a special meeting of stockholders.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and
Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with
any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an
acquisition of us.

Provisions in our charter documents and under Delaware
law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a
merger or acquisition that a stockholder may consider favorable because they:

 







  

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide for a classified board of directors;

 







  

prohibit our stockholders from acting by written consent;

 







  

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

prohibit stockholders from calling a special meeting of stockholders.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and
Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with
any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an
acquisition of us.

These excerpts taken from the NFLX 10-K filed Feb 28, 2008.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:

 

   

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

 

   

provide for a classified board of directors;

 

   

prohibit our stockholders from acting by written consent;

 

   

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

 

   

prohibit stockholders from calling a special meeting of stockholders.

In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

Provisions in our charter documents and under Delaware
law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a
merger or acquisition that a stockholder may consider favorable because they:

 







  

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide for a classified board of directors;

 







  

prohibit our stockholders from acting by written consent;

 







  

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

prohibit stockholders from calling a special meeting of stockholders.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and
Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with
any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an
acquisition of us.

This excerpt taken from the NFLX 10-K filed Feb 28, 2007.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:

 

   

authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

 

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Table of Contents
   

provide for a classified board of directors;

 

   

prohibit our stockholders from acting by written consent;

 

   

establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

 

   

prohibit stockholders from calling a special meeting of stockholders.

In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

This excerpt taken from the NFLX 10-K filed Mar 16, 2006.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

 

Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:

 

    authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;

 

    provide for a classified board of directors;

 

    prohibit our stockholders from acting by written consent;

 

    establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and

 

    prohibit stockholders from calling a special meeting of stockholders.

 

In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

 

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