NIKE, Inc. (NYSE:NKE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2017, Dr. Phyllis M. Wise, 72, director of NIKE, Inc. (the “Company”), notified the Company of her decision not to stand for re-election as director at the Company’s 2017 annual meeting of shareholders.It is the general policy of the Board that directors first elected after the fiscal year ended May 31, 1993 will not stand for re-election after reaching the age of 72. Her decision was not the result of any disagreement with the Company or its management.

Amendment of Long-Term Incentive Plan

On June 21, 2017, the Board of Directors of the Company approved an amendment, as described below,tothe Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to approval by the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders held on September 21, 2017 (the “2017 Annual Meeting”).The Plan provides that it will terminate at the first shareholder meeting that occurs in the fifth fiscal year after the Company’s shareholders last approved the Plan. Accordingly, shareholder approval of the Plan at the 2017 Annual Meeting was required to extend the Plan for an additional five years until the fiscal 2022 annual meeting of shareholders. Theapproval and amendment were approved by the requisite vote of the Company’s shareholders at the 2017 AnnualMeeting and became effective as of September 21, 2017.

The Plan amendment increased the maximum amount payable to any participant under the Plan for performance periods ending in any year from $12,000,000 to $15,000,000 and expanded the number of performance targets, among other changes. A copy of the Plan, as amended, is filed as Exhibit 10.1 hereto.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Company’s annual meeting of shareholders was held on Thursday, September 21, 2017, in Beaverton, Oregon.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:

Directors Elected by holders of Class B Common Stock:

Proposal 2 -Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:

Proposal 3 -Advisory Vote on Frequency of Advisory Votes on Executive Compensation

Class A and Class B Common Stock Voting Together:

Proposal 4 -Approval of the NIKE, Inc. Long-Term Incentive Plan, as Amended

Class A and Class B Common Stock Voting Together:

Proposal 5 -Shareholder Proposal Regarding Political Contributions Disclosure

Class A and Class B Common Stock Voting Together:

Proposal 6 – Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

Class A and Class B Common Stock Voting Together:

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits

10.1NIKE, Inc. Amended and Restated Long-Term Incentive Plan

NIKE INC Exhibit
EX-10.1 2 nikeincamendedandrestatedl.htm EXHIBIT 10.1 Exhibit NIKE,…
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About NIKE, Inc. (NYSE:NKE)

NIKE, Inc. is engaged in the design, development, marketing and selling of athletic footwear, apparel, equipment, accessories and services. The Company’s operating segments include North America, Western Europe, Central & Eastern Europe, Greater China, Japan and Emerging Markets. Its portfolio brands include the NIKE Brand, Jordan Brand, Hurley and Converse. As of May 31, 2016, the Company focused its NIKE brand product offerings in nine categories: Running, NIKE Basketball, the Jordan Brand, Football (Soccer), Men’s Training, Women’s Training, Action Sports, Sportswear (its sports-inspired lifestyle products) and Golf. Men’s Training includes its baseball and American football product offerings. It also markets products designed for kids, as well as for other athletic and recreational uses, such as cricket, lacrosse, tennis, volleyball, wrestling, walking and outdoor activities. The Company sells a range of performance equipment and accessories under the NIKE Brand name.