The move allows the company to issue additional shares to any shareholder if a single owner acquires 10% or more, making a takeover more expensive.
"The stockholder rights plan aims to protect Netflix and its stockholders from efforts to obtain control of Netflix that the board of directors determines are not in the best interests of Netflix and its stockholders," a company statement said.
The plan "is not intended to interfere with any merger, tender or exchange offer or other business combination," the statement added.
Icahn responded in a regulatory filing, saying "any poison pill without a shareholder vote is an example of poor corporate governance."
He added: "The pill Netflix adopted is particularly troubling because of its remarkably low and discriminatory 10% threshold. As one of the company's largest shareholders we are concerned about the poor corporate governance at Netflix that these and other actions reflect."
A filing with the Securities and Exchange Commission showed Icahn had acquired 5.5m shares or 9.9% of Netflix through various investment firms he controls.
Icahn is known for buying stakes in a company, in some cases seeking control of it, before restructuring it. He is known for taking large or controlling stakes in TWA, MGM and Yahoo.
Netflix has more than 30m subscribers worldwide, including five million outside the United States. However, the company recently reported a drop in profits to $7.7m on revenue of $905m.
Source: AFP via I-Net Bridge
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