"Will he run a proxy? Probably," Hastings told The Wall Street Journal.
Icahn, a billionaire with a history of buying into companies and replacing board members with his own representatives, revealed in late October he had purchased 10 percent of Netflix for about $60 per share.
The Hollywood Reporter said Saturday Icahn has acknowledged the value of Netflix as a takover target. The company "makes a great acquisition candidate because of their subscription base," Icahn said.
Hastings acknowledged the size of Netflix, with a market capitalization under $100 billion, makes it a takeover target and said Amazon.com is a possible buyer.
"Amazon is the best competitor we've ever faced," Hastings said.
He estimated Amazon could be losing as much as $1 billion per year with free streaming for subscribers to its Prime discount shipping service.
However, Hastings also said Netflix could stand on its own feet and was ready to expand its business internationally without help from Icahn.
"The question is: Is that the right thing in the long term?" Hastings said.