Current Report · Items 5.02, 5.07, 9.01 · 8-K
Nike, Inc.
NKENYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 15, 2026, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc.…
Recent company filings
- 10-Q filingOct 2, 2026
- Results of Operations and Financial Condition · Costs Associated with Exit or Disposal ActivitiesOct 1, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 16, 2026
- 4 filingSep 10, 2026
- 144 filingSep 9, 2026
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2026, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc. Employee Stock Purchase Plan (as amended and restated, the “Plan”), subject to shareholder approval at the Company’s annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on September 8, 2026, the Company’s shareholders approved the Plan to, among other changes, increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the Plan by 16,000,000 shares. A description of the Plan was set forth in the Company’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 15, 2026 (the “Proxy Statement”) in the section titled “Summary of the Employee Stock Purchase Plan.” The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders virtually on Tuesday, September 8, 2026. The following matters were submitted to a vote of the shareholders, the results of which were as follows:
Proposal 1 - Election of Directors
Directors Elected by Holders of Class A Common Stock:
Votes Cast For Votes Withheld Broker Non-Votes
──────────────────────────────────────────────────────────────────────────────────────
Timothy Cook 280,747,848 0 0
Maria Henry 280,747,848 0 0
Peter Henry 280,747,848 0 0
Elliott Hill 280,747,848 0 0
Travis Knight 280,747,848 0 0
Jørgen Vig Knudstorp 280,747,848 0 0
Mark Parker 280,747,848 0 0
Michelle Peluso 280,747,848 0 0
Directors Elected by Holders of Class B Common Stock:
Votes Cast For Votes Withheld Broker Non-Votes
──────────────────────────────────────────────────────────────────────────────────
Thasunda Duckett 496,775,961 310,517,784 147,695,063
Mónica Gil 755,216,222 52,077,523 147,695,063
Robert Swan 766,158,812 41,134,933 147,695,063
Proposal 2 - Advisory Vote on Executive Compensation
Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────────────
736,936,017 349,508,277 1,597,298 147,695,064
Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2027
Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────────────
1,175,590,556 58,924,987 1,221,113 0
Proposal 4 - Approval of the NIKE, Inc. Employee Stock Purchase Plan, as amended and restated
Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────────────
1,081,095,618 5,127,600 1,818,374 147,695,064
Proposal 5 - Shareholder Proposal Regarding a Discrimination in Charitable Support Report
Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────────────
7,363,988 1,073,903,174 6,774,430 147,695,064
Proposal 6 - Shareholder Proposal Regarding Environmental Targets
Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────────────
110,862,692 935,451,481 41,727,419 147,695,064