Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 18, 2009, the Board of Directors of Netflix, Inc. ("Netflix") approved amending and restating its Amended and Restated Bylaws (as amended and restated to date, the "Bylaws"), effective immediately, to set forth more explicitly the processes that stockholders must follow and to specify additional information that stockholders must provide when proposing director nominations and other business in light of the increased usage of more complex voting/ownership arrangements. As amended, the Bylaws are intended to better assure that stockholders and Netflix have a reasonable opportunity to consider nominations and other business proposed to be brought before a meeting of stockholders or to be proposed for a special meeting of stockholders and to allow for full information to be distributed to stockholders. The amendments also update the notification methods for calling special meetings of the Board of Directors and include such methods as e-mail notification. The amendments also eliminate the requirement that the Board specifically authorize signatories for corporate checks as well as the requirement that the Board hold or otherwise schedule a first meeting following the annual meeting.

A copy of the Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text thereof.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

3.1 Amended and Restated Bylaws of Netflix, Inc.

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