Form 8-K - Current report

0000320187false00003201872024-09-102024-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 10, 2024

Date of Report (date of earliest event reported)

NIKE, Inc.

(Exact name of registrant as specified in its charter)

Oregon			1-10635						93-0584541
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)

ONE BOWERMAN DRIVE

BEAVERTON, OR 97005-6453

(Address of principal executive offices and zip code)

[phone]

Registrant's telephone number, including area code

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class B Common Stock			NKE			New York Stock Exchange
(Title of each class)			(Trading Symbol)			(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

NIKE, Inc. (the “Company”) held its annual meeting of shareholders virtually on Tuesday, September 10, 2024. 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						291,607,848						5,649,500						0
John Donahoe II						291,607,848						5,649,500						0
Thasunda Duckett						291,607,848						5,649,500						0
Mónica Gil						291,607,848						5,649,500						0
Maria Henry						291,607,848						5,649,500						0
Peter Henry						291,607,848						5,649,500						0
Travis Knight						297,257,348						0						0
Mark Parker						291,607,848						5,649,500						0
Michelle Peluso						291,607,848						5,649,500						0

Directors Elected by Holders of Class B Common Stock:

						Votes Cast For						Votes Withheld						Broker Non-Votes
Cathleen Benko						808,931,379						44,111,385						123,095,933
John Rogers, Jr.						512,180,764						340,862,000						123,095,933
Robert Swan						824,173,531						28,869,233						123,095,933

 

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
949,989,291						189,891,177						10,419,644						123,095,933

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, 2025

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,198,734,532						72,264,335						2,397,178						0

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Proposal 4 - Shareholder Proposal Regarding Supplemental Pay Equity Disclosure

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
296,129,825						842,056,655						12,113,632						123,095,933

Proposal 5 - Shareholder Proposal Regarding a Supply Chain Management Report

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
150,056,697						990,829,325						9,414,090						123,095,933

Proposal 6 - Shareholder Proposal Regarding Worker-Driven Social Responsibility

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
140,736,818						999,936,226						9,627,068						123,095,933

Proposal 7 - Shareholder Proposal Regarding Environmental Targets

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
302,565,033						832,065,114						15,669,965						123,095,933

Proposal 8 - Shareholder Proposal Regarding a Divisive Partnerships Congruency Report

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
7,154,964						1,135,061,090						8,084,058						123,095,933

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NIKE, Inc. (Registrant)
Date:			September 13, 2024			By:			/s/ Matthew Friend
									Matthew Friend
									Executive Vice President and Chief Financial Officer

Cover Page Cover Page	Sep. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 10, 2024
Entity Registrant Name	NIKE, Inc.
Entity Incorporation, State or Country Code	OR
Entity File Number	1-10635
Entity Tax Identification Number	93-0584541
Entity Address, Address Line One	ONE BOWERMAN DRIVE
Entity Address, City or Town	BEAVERTON
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97005-6453
City Area Code	503
Local Phone Number	671-6453
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock
Trading Symbol	NKE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000320187
Amendment Flag	false

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