0000320187false00003201872023-09-122023-09-12

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 12, 2023
Date of Report (date of earliest event reported)

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NIKE, Inc.
(Exact name of registrant as specified in its charter)
Oregon
1-1063593-0584541
(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)

(503) 671-6453
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 StockNKENew 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 12, 2023. 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 Cook304,257,34800
John Donahoe II304,257,34800
Thasunda Duckett304,257,34800
Mónica Gil304,257,34800
Maria Henry304,257,34800
Peter Henry304,257,34800
Travis Knight304,257,34800
Mark Parker304,257,34800
Michelle Peluso304,257,34800

Directors Elected by Holders of Class B Common Stock:
 Votes Cast For
 Votes Withheld
Broker Non-Votes
Cathleen Benko907,607,83934,509,653103,492,834
Alan Graf, Jr.888,901,74353,215,749103,492,834
John Rogers, Jr.607,714,783334,402,709103,492,834
Robert Swan924,512,34317,605,149103,492,834
 
Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:
ForAgainstAbstainBroker Non-Votes
1,089,327,174148,866,8578,180,809103,492,834


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

Class A and Class B Common Stock Voting Together:
1 Year2 Years3 YearsAbstainBroker Non-Votes
1,233,176,858870,78810,930,0021,397,192103,492,834

Consistent with the recommendation of the Company's Board of Directors and the vote of shareholders, the Company will continue to hold an advisory vote to approve executive compensation annually until the next required vote on the frequency of such advisory votes takes place (which the Company expects will be at its 2029 annual meeting of shareholders).








Proposal 4 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2024


Class A and Class B Common Stock Voting Together:
ForAgainstAbstainBroker Non-Votes
1,297,350,78350,624,1491,892,7420


Proposal 5 - Shareholder Proposal Regarding Supplemental Pay Equity Disclosure

Class A and Class B Common Stock Voting Together:
ForAgainstAbstainBroker Non-Votes
361,740,247859,393,51325,241,080103,492,834


Proposal 6 - Shareholder Proposal Regarding a Supply Chain Management Report

Class A and Class B Common Stock Voting Together:
ForAgainstAbstainBroker Non-Votes
146,306,9701,072,540,73227,527,138103,492,834






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 15, 2023By:/s/   Matthew Friend
  Matthew Friend
  Executive Vice President and Chief Financial Officer
   


v3.23.2
Cover Page Cover Page
Sep. 12, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 12, 2023
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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