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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Notice of Annual Meeting
of Shareholders
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September 21, 2017
To the Shareholders of NIKE, Inc.
The annual meeting of shareholders of NIKE, Inc., an Oregon corporation, will be held on Thursday, September 21, 2017, at 10:00 A.M., at the Tiger Woods Conference Center, One Bowerman Drive, Beaverton, Oregon 97005-6453, for the following purposes:
1.
To elect the 11 directors named in the accompanying proxy statement for the ensuing year.
2.
To approve executive compensation by an advisory vote.
3.
To hold an advisory vote on the frequency of advisory votes on executive compensation.
4.
To approve the NIKE, Inc. Long-Term Incentive Plan, as amended.
5.
To consider a shareholder proposal regarding political contributions disclosure as described in the accompanying proxy statement, if properly presented at the meeting.
6.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
7.
To transact such other business as may properly come before the meeting.
All shareholders are invited to attend the meeting. Shareholders of record at the close of business on July 21, 2017, the record date fixed by the Board of Directors, are entitled to notice of and to vote at the meeting. You must present your proxy, voter instruction card, or meeting notice for admission.
By Order of the Board of Directors,
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Ann M. Miller
Vice President and Corporate Secretary
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 21, 2017. The proxy statement and NIKE, Inc.’s 2017 Annual Report to Shareholders are available electronically at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
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Board Committees
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Director Name
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Audit
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Compensation
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Nominating and
Corporate Governance
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Corporate
Responsibility and Sustainability
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Finance
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Executive
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Elizabeth J. Comstock
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ü
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ü
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John G. Connors
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ü
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Chair
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Timothy D. Cook*
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Chair
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ü
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John J. Donahoe II
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ü
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ü
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ü
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Alan B. Graf, Jr.
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Chair
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ü
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Travis A. Knight
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ü
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ü
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John C. Lechleiter
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ü
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Chair
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ü
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Mark G. Parker**
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Chair
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Michelle A. Peluso
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ü
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ü
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Johnathan A. Rodgers
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ü
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ü
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John R. Thompson, Jr.
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ü
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Phyllis M. Wise
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ü
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Chair
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Meetings in Fiscal 2017
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14
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5
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5
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5
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5
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-
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Director Independence
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Director Nominations
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Shareholder Communications with Directors
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Board Leadership Structure
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•
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serves as a liaison between the Chairman and the independent directors;
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approves the meeting agendas for the Board;
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advises the Chairman/CEO regarding the sufficiency, quality, quantity and timeliness of information provided to the Board;
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ensures that meeting schedules permit sufficient time for discussion of all agenda items;
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provides consultation and direct communication with major shareholders, if requested;
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presides at meetings of the Board at which the Chairman/CEO is not present, including executive sessions; and
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performs other duties specified in the Lead Independent Director Charter.
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The Board’s Role in Risk Oversight
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The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting, legal matters, information security, and data protection. The Audit Committee oversees the internal audit function, reviews a risk-based plan of internal audits, and reviews a risk-based integrated audit of internal controls over financial reporting. The Audit Committee meets separately with the Vice President of Corporate Audit and Chief Risk Officer, representatives of the independent registered public accountants, and senior management.
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The Compensation Committee oversees risks and rewards associated with the Company’s compensation philosophy and programs, management succession plans, and executive development.
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The Finance Committee oversees financial matters and risks relating to budgeting, investments, access to capital, capital deployment, acquisitions and divestitures, currency risk and hedging programs, and significant capital projects.
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•
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The Corporate Responsibility and Sustainability Committee oversees issues that involve reputational risk to the Company, including community engagement, and sustainability innovation relating to the Company’s products, its supply chain, including labor practices, and the environment.
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The Nominating and Corporate Governance Committee oversees risks associated with company governance, including NIKE’s code of business conduct and its ethics, compliance programs, and the structure and performance of the Board and its committees.
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Code of Business Conduct and Ethics
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Proposal 1
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Election of Directors
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Nominees for Election by Class A Shareholders
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Board Recommendation
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Nominees for Election by Class B Shareholders
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Board Recommendation
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Name
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Fees Earned or Paid in Cash
($)
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Stock Awards
(1)(2)
($)
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Change in Pension Value and
Nonqualified Deferred Compensation
Earnings
($)
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All Other
Compensation
(3)
($)
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Total
($)
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Elizabeth J. Comstock
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90,000
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165,011
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—
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16,961
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271,972
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John G. Connors
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110,000
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165,011
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—
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21,961
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296,972
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Timothy D. Cook
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128,030
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165,011
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—
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21,961
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315,002
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John J. Donahoe II
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95,000
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165,011
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—
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21,961
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281,972
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Alan B. Graf, Jr.
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115,000
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165,011
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—
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1,961
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281,972
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Travis A. Knight
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90,000
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165,011
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—
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2,435
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257,446
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John C. Lechleiter
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105,000
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165,011
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—
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21,961
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291,972
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Michelle A. Peluso
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95,000
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165,011
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—
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18,711
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278,722
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Johnathan A. Rodgers
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90,000
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165,011
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—
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14,461
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269,472
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John R. Thompson, Jr.
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72,000
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165,011
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—
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44,215
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281,226
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Phyllis M. Wise
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105,000
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165,011
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—
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21,961
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291,972
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(1)
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Represents the grant date fair value of restricted stock awards granted in fiscal 2017 computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date. As of May 31, 2017, non-employee directors held the following number of outstanding shares of unvested restricted stock: Ms. Comstock, 2,978; Mr. Connors, 2,978; Mr. Cook, 2,978; Mr. Donahoe, 2,978; Mr. Graf, 2,978; Mr. Knight, 2,978; Dr. Lechleiter, 2,978; Ms. Peluso, 2,978; Mr. Rodgers, 2,978; Mr. Thompson, 2,978; and Dr. Wise, 2,978.
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(2)
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As of May 31, 2017, non-employee directors held outstanding options for the following numbers of shares of our Class B Stock: Ms. Comstock, 90,000; Mr. Connors, 90,000; Mr. Cook, 90,000; Dr. Lechleiter, 126,000; Mr. Rodgers, 138,000; and Dr. Wise, 110,000.
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(3)
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Includes matched contributions to charities in the following amounts: Ms. Comstock, $15,000; Mr. Connors, $20,000; Mr. Cook, $20,000; Mr. Donahoe, $20,000; Dr. Lechleiter, $20,000; Ms. Peluso, $16,750; Mr. Rodgers, $12,500; Mr. Thompson, $20,000; and Dr. Wise $20,000 and dividends paid on restricted stock of $2,435 to Mr. Knight and $1,961 to all other non-employee directors. Also includes medical and life insurance premiums paid by the Company of $22,254 for Mr. Thompson.
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Director Fees and Arrangements
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•
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An annual retainer of $90,000, paid quarterly.
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A restricted stock award valued at $165,000 on the date of grant, generally, the date of each annual meeting of shareholders. The restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the next annual meeting.
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For the Lead Independent Director, an annual retainer of $25,000, paid quarterly.
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For chairs of board committees (other than the Executive Committee), an annual retainer of $15,000 for each committee chaired ($20,000 for the chair of the Audit Committee), paid quarterly.
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For Audit Committee members, an additional annual retainer of $5,000, paid quarterly.
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•
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Payment or reimbursement of travel and other expenses incurred in attending board meetings.
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•
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Matching charitable contributions under the NIKE Matching Gift Program, under which directors are eligible to contribute to qualified charitable organizations and we provide a matching contribution to the charities in an equal amount, up to $20,000 in the aggregate for each director annually.
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Stock Ownership Guidelines for Directors
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Director Participation in Deferred Compensation Plan
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Title of Class
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Shares Beneficially Owned
(1)
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Percent of Class
(2)
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Elizabeth J. Comstock
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Class B
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99,660
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(3)
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—
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John G. Connors
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Class B
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125,500
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(3)
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—
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Timothy D. Cook
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Class B
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105,660
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(3)
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—
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John J. Donahoe II
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Class B
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13,892
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—
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Alan B. Graf, Jr.
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Class B
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192,612
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—
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Travis A. Knight
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Class A
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38,656,369
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(5)
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11.7
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%
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Class B
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38,671,489
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(5)
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2.9
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%
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John C. Lechleiter
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Class B
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154,660
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(3)
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—
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Mark G. Parker
(6)
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Class B
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5,196,545
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(3)(7)
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0.4
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%
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Michelle A. Peluso
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Class B
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13,996
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—
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Johnathan A. Rodgers
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Class B
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147,660
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(3)
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—
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John R. Thompson, Jr.
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Class B
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74,420
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(4)
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—
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Phyllis M. Wise
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Class B
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119,660
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(3)
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—
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Andrew Campion
(6)
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Class B
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447,438
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(3)
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—
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Trevor A. Edwards
(6)
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Class B
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2,183,175
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(3)(7)
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0.2
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%
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Eric D. Sprunk
(6)
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Class B
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1,089,644
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(3)
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—
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Michael Spillane
(6)
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Class B
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265,876
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(3)
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—
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Sojitz Corporation of America
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1211 S.W. 5th Ave, Pacwest Center, Ste. 2220, Portland, OR 97204
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Preferred
(8)
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300,000
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100.0
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%
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Philip H. Knight
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Class A
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24,254,487
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7.4
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%
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One Bowerman Drive, Beaverton, Oregon 97005
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Class B
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46,093,139
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(9)
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3.5
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%
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Swoosh, LLC
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Class A
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257,000,000
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(10)
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78.1
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%
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22990 NW Bennett Street, Hillsboro, OR 97124
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Class B
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257,000,000
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16.4
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%
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Travis A. Knight 2009 Irrevocable Trust II
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Class A
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38,656,369
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(5)
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11.7
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%
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22990 NW Bennett Street, Hillsboro, OR 97124
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Class B
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38,656,369
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(5)
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2.9
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%
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The Vanguard Group
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100 Vanguard Blvd., Malvern, PA 19355
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Class B
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93,227,021
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(11)
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7.0
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%
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BlackRock, Inc.
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40 East 57th Street, New York, NY 10022
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Class B
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78,991,425
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(12)
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5.9
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%
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All directors and executive officers as a group (20 persons)
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Class A
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38,656,369
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(5)(13)
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11.7
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%
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Class B
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51,151,596
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(3)(5)(13)
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3.9
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%
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(1)
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A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
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(2)
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Omitted if less than 0.1 percent.
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(3)
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These amounts include the right to acquire, pursuant to the exercise of stock options, within 60 days after June 30, 2017, the following numbers of shares: 90,000 shares for Ms. Comstock, 90,000 shares for Mr. Connors, 90,000 shares for Mr. Cook, 126,000 shares for Dr. Lechleiter, 3,903,750 shares for Mr. Parker, 138,000 shares for Mr. Rodgers, 110,000 shares for Dr. Wise, 421,750 shares for Mr. Campion, 1,625,000 shares for Mr. Edwards, 837,290 shares for Mr. Sprunk, 212,500 shares for Mr. Spillane, and 7,644,290 shares for the executive officer and director group. These amounts also reflect the vesting of 214,872 Restricted Stock Units each for Messrs. Edwards and Sprunk.
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(4)
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Includes shares credited to accounts under the NIKE, Inc. Deferred Compensation Plan in the following amounts: 32,760 for Mr. Thompson.
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(5)
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Includes 19,513,989 Class A shares held directly by the Travis A. Knight 2009 Irrevocable Trust II (the “Trust”), of which Mr. Travis Knight is the Trustee, and 19,142,380 Class A shares held by an indirect subsidiary of the Trust. Mr. Knight and members of his immediate family are among the beneficiaries of the Trust. Mr. Knight disclaims beneficial ownership of the Company’s securities held directly and indirectly by the Trust, except to the extent of his pecuniary interest therein. On June 30, 2016, a wholly owned subsidiary of the Trust acquired all of the voting units in Swoosh, LLC. Mr. Knight disclaims beneficial ownership of all securities held by Swoosh, LLC.
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(6)
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Named executive officer listed in the Summary Compensation Table.
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(7)
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Includes shares held in accounts under the NIKE, Inc. 401(k) and Profit Sharing Plan for Messrs. Parker and Edwards in the amounts of 35,205 and 18,610, respectively.
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(8)
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Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company’s Restated Articles of Incorporation, as amended.
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(9)
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Does not include: (a) 521,792 shares of Class A Stock that are owned by Mr. Philip Knight’s spouse, (b) 4,357,855 shares of Class B Stock held by the Knight Foundation, a charitable foundation in which Mr. Philip Knight and his spouse are directors, (c) 2,334,094 shares of Class B Stock held by Jasper Ridge Strategic Partners, L.P., a limited partnership in which a company owned by Mr. Philip Knight is a limited partner. Mr. Philip Knight has disclaimed ownership of all such shares. Mr. Philip Knight retired from the Board on June 30, 2016, and is Chairman Emeritus with a standing invitation to attend all meetings of the Board as a non-voting observer.
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(10)
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Information provided as of July 1, 2016 in Schedule 13D filed by the shareholder.
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(11)
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Information provided as of February 9, 2017 in Schedule 13G filed by the shareholder.
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(12)
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Information provided as of January 25, 2017 in Schedule 13G filed by the shareholder.
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Section 16(a) Beneficial Ownership Reporting Compliance
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Transactions with Related Persons
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Compensation Committee Interlocks and Insider Participation
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•
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Mark G. Parker, Chairman, President and Chief Executive Officer
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•
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Andrew Campion, Executive Vice President and Chief Financial Officer
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•
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Trevor A. Edwards, President, NIKE Brand
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•
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Eric D. Sprunk, Chief Operating Officer
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•
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Michael Spillane, President, Categories and Product
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Executive Compensation Governance Practices
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Consideration of Say-on-Pay Vote Results
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Financial Highlights under Incentive Plans
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Executive Compensation Highlights
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•
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Base Salary.
Based on the recommendation by the Committee, which was approved by the independent members of the Board,
Messrs. Parker and Spillane’s base salaries remained the same at $1,550,000 and $901,000, respectively. Base salaries for Messrs. Campion, Edwards, and Sprunk increased to $900,000, $1,050,000, and $1,050,000, respectively.
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•
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Performance-Based Annual Incentive Plan.
Target awards for Messrs. Parker, Campion, Edwards, and Sprunk remained the same, and Mr. Spillane’s target award was set at 100% of base salary. Based on financial performance goals set by the Committee in June 2016 and actual performance results, each Named Executive Officer’s bonus for fiscal 2017 was paid out at 58.86% of target.
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•
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Performance-Based Long-Term Incentive Plan.
The target awards for the fiscal 2017-2019 performance period for Messrs. Parker, Campion, Edwards, and Sprunk remained the same, and Mr. Spillane’s target award was set at $750,000. Based on long-term financial performance goals set by the Committee in June 2014 and actual performance results, each executive officer received a payout for the fiscal 2015-2017 performance period of 131.97% of target.
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•
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Stock Options.
The annual award for Mr. Parker remained the same. Annual awards for Messrs. Campion, Edwards, and Sprunk increased to 75,000, 100,000, and 85,000 option shares, respectively. Mr. Spillane was awarded 50,000 option shares. Each award vests in equal annual installments over four years.
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•
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Restricted Stock.
The annual awards for Messrs. Parker, Edwards, and Sprunk remained the same. The annual award for Mr. Campion increased to $750,000. Mr. Spillane’s award was set at $500,000. Each award vests in equal annual installments over three years.
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•
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Peer Group.
For purposes of setting executive compensation in fiscal 2017, Procter & Gamble Company, Target Corporation, and TJX Companies were added to our peer group, and Kohl’s Corporation and L Brands, Inc. were removed.
|
Use of Market Survey Data
|
Alphabet Inc.
|
Kellogg Company
|
Procter & Gamble Company
|
The Coca-Cola Company
|
Kimberly-Clark Corporation
|
Starbucks Corporation
|
Colgate-Palmolive Company
|
Macy’s, Inc.
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Target Corporation
|
eBay Inc.
|
McDonald’s Corporation
|
Time Warner Inc.
|
FedEx Corporation
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Mondelez International, Inc.
|
TJX Companies
|
The Gap, Inc.
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Pepsico, Inc.
|
The Walt Disney Company
|
•
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Base salary that reflects the executive’s accountabilities, skills, experience, performance, and future potential
|
•
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Performance-based annual cash incentive based on Company financial results under our Executive Performance Sharing Plan
|
•
|
A portfolio approach to long-term incentive compensation to provide a balanced mix of performance-based cash incentives and equity, including:
|
◦
|
Performance-based long-term cash incentive based on Company financial results to encourage attainment of long-term Company financial objectives
|
◦
|
Stock options to align the interests of executives with those of shareholders
|
◦
|
Restricted stock awards and restricted stock unit retention awards to provide incentives consistent with driving shareholder value, and to provide strong retention incentives
|
•
|
Benefits
|
◦
|
Executives are generally eligible for the same competitive benefits as other employees in the United States, including medical, dental, and vision insurance, paid time off, 401(k) plan, and Company-provided life and disability insurance; employees outside of the United States are offered locally competitive benefits.
|
◦
|
Profit sharing contributions to defined contribution retirement plans
|
◦
|
Employee Stock Purchase Plan
|
◦
|
Post-termination payments under non-competition agreements
|
Base Salary
|
Performance-Based Annual Cash Incentive
|
Named Executive Officer
|
Fiscal 2017 PSP Target Award
(% of base salary)
|
Mark G. Parker
|
180%
|
Andrew Campion
|
100%
|
Trevor A. Edwards
|
110%
|
Eric D.Sprunk
|
100%
|
Michael Spillane
|
100%
|
Fiscal 2017 PSP Performance Goal
|
Threshold Performance
|
Threshold % Payout
|
Target Performance
|
Target % Payout
|
Maximum Performance
|
Maximum % Payout
|
Actual Performance
|
Actual % Payout
|
PTI
|
$4,813
1
|
50%
|
$5,231
2
|
100%
|
$5,649
3
|
150%
|
$4,886
|
58.86%
4
|
Performance-Based Long-Term Cash Incentive
|
Named Executive Officer
|
Fiscal 2017-2019 LTIP Award Target ($)
|
Mark G. Parker
|
3,500,000
|
Andrew Campion
|
750,000
|
Trevor A. Edwards
|
1,000,000
|
Eric D. Sprunk
|
750,000
|
Michael Spillane
|
750,000
|
Fiscal 2017-2019 Performance Goals
|
Threshold Performance
1
|
Threshold % Payout
|
Target Performance
2
|
Target % Payout
|
Maximum Performance
3
|
Maximum % Payout
|
Revenue
|
$111,372
|
50%
|
$115,684
|
100%
|
$124,641
|
200%
|
EPS
|
$7.72
|
50%
|
$8.32
|
100%
|
$9.60
|
200%
|
Fiscal 2015-2017 Performance Goals
|
Threshold Performance
|
Threshold % Payout
|
Target Performance
|
Target % Payout
|
Maximum Performance
|
Maximum % Payout
|
Actual Performance
|
Actual % Payout
|
Revenue
1
|
$95,627
|
50%
|
$99,329
|
100%
|
$107,021
|
200%
|
$97,327
|
72.96%
|
EPS
2
|
$5.305
|
50%
|
$5.715
|
100%
|
$6.60
|
200%
|
$6.52
|
190.97%
|
|
|
|
|
|
|
|
Total Payout
|
131.97%
|
Stock Options
|
Restricted Stock Awards
|
Restricted Stock Unit (RSU) Retention Awards
|
Profit Sharing and Retirement Plans
|
Employee Stock Purchase Plan
|
Post-termination Payments under Non-competition Agreements
|
Position
|
Ownership Level
|
Chief Executive Officer
|
6X Base Salary
|
Other Named Executive Officers
|
3X Base Salary
|
Other Executive Officers
|
2X Base Salary
|
•
|
Timothy D. Cook, Chair
|
•
|
Elizabeth J. Comstock
|
•
|
John C. Lechleiter
|
•
|
Johnathan A. Rodgers
|
Summary Compensation Table
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
|
Stock
Awards
(1)
($)
|
|
|
Option
Awards
(2)
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
|
|
All Other
Compensation
(4)
($)
|
|
|
Total
($)
|
|
Mark G. Parker
|
|
2017
|
|
1,550,000
|
|
|
3,500,035
|
|
|
1,542,750
|
|
|
6,261,144
|
|
|
997,570
|
|
|
13,851,499
|
|
Chairman, President, and Chief
|
|
2016
|
|
1,550,000
|
|
|
33,500,142
|
|
|
4,179,450
|
|
|
7,305,902
|
|
|
1,079,808
|
|
|
47,615,302
|
|
Executive Officer
|
|
2015
|
|
1,550,000
|
|
|
3,500,028
|
|
|
2,791,800
|
|
|
8,251,937
|
|
|
725,965
|
|
|
16,819,730
|
|
Andrew Campion
(5)
|
|
2017
|
|
889,231
|
|
|
750,053
|
|
|
701,250
|
|
|
1,513,176
|
|
|
92,546
|
|
|
3,946,256
|
|
Executive Vice President
|
|
2016
|
|
822,306
|
|
|
625,025
|
|
|
1,519,800
|
|
|
1,772,897
|
|
|
105,479
|
|
|
4,845,507
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trevor A. Edwards
|
|
2017
|
|
1,042,308
|
|
|
875,052
|
|
|
935,000
|
|
|
1,862,583
|
|
|
271,389
|
|
|
4,986,332
|
|
President, NIKE Brand
|
|
2016
|
|
990,000
|
|
|
875,102
|
|
|
2,279,700
|
|
|
2,221,919
|
|
|
270,440
|
|
|
6,637,161
|
|
|
|
2015
|
|
935,000
|
|
|
750,006
|
|
|
1,353,600
|
|
|
1,956,831
|
|
|
236,637
|
|
|
5,232,074
|
|
Eric D. Sprunk
|
|
2017
|
|
1,042,308
|
|
|
750,053
|
|
|
794,750
|
|
|
1,603,277
|
|
|
253,713
|
|
|
4,444,101
|
|
Chief Operating Officer
|
|
2016
|
|
990,000
|
|
|
750,007
|
|
|
2,026,400
|
|
|
1,927,813
|
|
|
335,126
|
|
|
6,029,346
|
|
|
|
2015
|
|
935,000
|
|
|
625,044
|
|
|
1,353,600
|
|
|
1,821,228
|
|
|
217,309
|
|
|
4,952,181
|
|
Michael Spillane
(5)
|
|
2017
|
|
901,000
|
|
|
500,055
|
|
|
467,500
|
|
|
1,520,104
|
|
|
122,568
|
|
|
3,511,227
|
|
President, Categories and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Product
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the grant date fair value of restricted stock and restricted stock unit awards granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date.
|
(2)
|
Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair values of options under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2017.
|
(3)
|
Non-Equity Incentive Plan Compensation consists of the following:
|
Name
|
|
Fiscal Year
|
|
Annual Incentive
Compensation
(a)
($)
|
|
|
Long-Term Incentive
Compensation
(b)
($)
|
|
|
Total
($)
|
|
Mark G. Parker
|
|
2017
|
|
1,642,194
|
|
|
4,618,950
|
|
|
6,261,144
|
|
|
|
2016
|
|
2,577,402
|
|
|
4,728,500
|
|
|
7,305,902
|
|
|
|
2015
|
|
4,046,337
|
|
|
4,205,600
|
|
|
8,251,937
|
|
Andrew Campion
|
|
2017
|
|
523,401
|
|
|
989,775
|
|
|
1,513,176
|
|
|
|
2016
|
|
759,647
|
|
|
1,013,250
|
|
|
1,772,897
|
|
Trevor A. Edwards
|
|
2017
|
|
674,853
|
|
|
1,187,730
|
|
|
1,862,583
|
|
|
|
2016
|
|
1,006,019
|
|
|
1,215,900
|
|
|
2,221,919
|
|
|
|
2015
|
|
1,356,031
|
|
|
600,800
|
|
|
1,956,831
|
|
Eric D.Sprunk
|
|
2017
|
|
613,502
|
|
|
989,775
|
|
|
1,603,277
|
|
|
|
2016
|
|
914,563
|
|
|
1,013,250
|
|
|
1,927,813
|
|
|
|
2015
|
|
1,220,428
|
|
|
600,800
|
|
|
1,821,228
|
|
Michael Spillane
|
|
2017
|
|
530,329
|
|
|
989,775
|
|
|
1,520,104
|
|
(a)
|
Amounts shown were earned for performance in the applicable fiscal year under our Executive Performance Sharing Plan.
|
(b)
|
Amounts shown were earned for performance during the three-year period ending with the applicable fiscal year under our Long-Term Incentive Plan.
|
(4)
|
For fiscal 2017 for each of the Named Executive Officers, this includes (a) profit-sharing contributions by us to the 401(k) Savings and Profit Sharing Plan in the amount of $10,198; (b) matching contributions by us to the 401(k) Savings and Profit Sharing Plan in the amount of $13,250, and (c) profit-sharing contributions by us to the Deferred Compensation Plan in the following amounts: $148,636 for Mr. Parker, $53,256 for Mr. Campion, $68,628 for Mr. Edwards, $65,108 for Mr. Sprunk, and $51,868 for Mr. Spillane. Includes dividends paid on restricted stock and dividend equivalents credited (but not paid) on unvested restricted stock units in the following amounts: $694,771 for Mr. Parker, $15,842 for Mr. Campion, $168,518 for Mr. Edwards, $165,157 for Mr. Sprunk, and $47,253 for Mr. Spillane. Also includes the cost of daily residential security, including monitoring, patrols, and installation at primary residences provided by the Company of $17,808 for Mr. Parker and $8,904 for Mr. Edwards, and $1,891 in NIKE product and gifts for Mr. Edwards. For Mr. Parker, this amount includes $112,907 in aggregate incremental cost to the Company for his personal use of the Company’s aircraft and actual cost of chartered flights for travel to and from the board and shareholder meetings of an outside company for which Mr. Parker serves as a director. The aggregate incremental cost is determined based on the variable operating cost to the Company including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight. This amount excludes the aggregate incremental cost to the Company for Mr. Parker’s personal use of the Company’s aircraft for which Mr. Parker reimbursed the Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d).
|
(5)
|
Because Mr. Campion was only a Named Executive Officer for fiscal 2017 and fiscal 2016 and Mr. Spillane was only a Named Executive Officer for fiscal 2017, no disclosure is included as to Mr. Campion for fiscal 2015 or as to Mr. Spillane for fiscal 2016 or fiscal 2015.
|
Grants of Plan-Based Awards in Fiscal 2017
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
All Other Stock Awards:
Number of Shares of
Stock or Units
(3)
|
|
|
All Other
Option Awards:
Number of
Securities
Underlying
Options
(4)
|
|
|
Exercise
or Base Price
of Option
Awards
|
|
|
Grant Date
Fair Value
of Stock
and Option
Awards
(5)
|
|
Name
|
|
Grant Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
Mark G. Parker
|
|
6/15/2016
|
|
1,395,000
(1)
|
|
2,790,000
(1)
|
|
4,185,000
(1)
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2016
|
|
1,750,000
(2)
|
|
3,500,000
(2)
|
|
7,000,000
(2)
|
|
|
|
|
|
|
|
|
||||
|
|
7/15/2016
|
|
|
|
|
|
|
|
60,481
|
|
|
|
|
|
|
3,500,035
|
|
||
|
|
7/15/2016
|
|
|
|
|
|
|
|
|
|
165,000
|
|
|
57.87
|
|
|
1,542,750
|
|
|
Andrew Campion
|
|
6/15/2016
|
|
450,000
(1)
|
|
900,000
(1)
|
|
1,350,000
(1)
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2016
|
|
375,000
(2)
|
|
750,000
(2)
|
|
1,500,000
(2)
|
|
|
|
|
|
|
|
|
||||
|
|
7/15/2016
|
|
|
|
|
|
|
|
12,961
|
|
|
|
|
|
|
750,053
|
|
||
|
|
7/15/2016
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
57.87
|
|
|
701,250
|
|
|
Trevor A. Edwards
|
|
6/15/2016
|
|
577,500
|
|
1,155,000
(1)
|
|
1,732,500
(1)
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2016
|
|
500,000
(2)
|
|
1,000,000
(2)
|
|
2,000,000
(2)
|
|
|
|
|
|
|
|
|
||||
|
|
7/15/2016
|
|
|
|
|
|
|
|
15,121
|
|
|
|
|
|
|
875,052
|
|
||
|
|
7/15/2016
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
57.87
|
|
|
935,000
|
|
|
Eric D. Sprunk
|
|
6/15/2016
|
|
525,000
(1)
|
|
1,050,000
(1)
|
|
1,575,000
(1)
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2016
|
|
375,000
(2)
|
|
750,000
(2)
|
|
1,500,000
(2)
|
|
|
|
|
|
|
|
|
||||
|
|
7/15/2016
|
|
|
|
|
|
|
|
12,961
|
|
|
|
|
|
|
750,053
|
|
||
|
|
7/15/2016
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
57.87
|
|
|
794,750
|
|
Michael Spillane
|
|
6/15/2016
|
|
450,500
(1)
|
|
901,000
(1)
|
|
1,351,500
(1)
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2016
|
|
375,000
(2)
|
|
750,000
(2)
|
|
1,500,000
(2)
|
|
|
|
|
|
|
|
|
||||
|
|
7/15/2016
|
|
|
|
|
|
|
|
8,641
|
|
|
|
|
|
|
500,055
|
|
||
|
|
7/15/2016
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
57.87
|
|
|
467,500
|
|
(1)
|
These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2017 under our Executive Performance Sharing Plan. Under this plan, the Compensation Committee approved target awards for fiscal 2017 based on a percentage of the executive’s base salary paid during fiscal 2017 as follows: Mr. Parker, 180%; Mr. Campion, 100%; Mr. Edwards, 110%; Mr. Sprunk, 100%; and Mr. Spillane, 100%. The Committee also established a series of performance targets based on our income before income taxes (“PTI”) for fiscal 2017 (excluding the effect of acquisitions, divestitures and accounting changes not reflected in our business plan at the time of approval of the target awards) corresponding to award payouts ranging from 50% to 150% of the target awards. The PTI for fiscal 2017 required to earn the target award payout was $5,231 million. The PTI for fiscal 2017 required to earn the 150% maximum payout was $5,649 million. The PTI for fiscal 2017 required to earn the 50% threshold payout was $4,813 million. Participants receive a payout at the percentage level at which the performance target is met, subject to the Committee’s discretion to reduce or eliminate any award based on Company or individual performance. Actual award payouts earned in fiscal 2017 and paid in fiscal 2018 are shown in footnote 4 to the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
|
(2)
|
These amounts represent the potential performance-based long-term cash incentive awards payable for performance during the three-year period consisting of fiscal 2017-2019 under our Long-Term Incentive Plan. Under this plan, the Compensation Committee approved target awards for the performance period and also established a series of performance targets based on our cumulative revenues and cumulative diluted earnings per common share (“EPS”) for the performance period (excluding the effect of acquisitions, divestitures and accounting changes not reflected in our business plan at the time of approval of the target awards) corresponding to award payouts ranging from 50% to 200% of the target awards. Participants will receive a payout at the average of the percentage levels at which the two performance targets are met, subject to the Committee’s discretion to reduce or eliminate any award based on Company or individual performance. For cumulative revenues over the performance period, the target payout requires revenues of $115,684 million, the 50% threshold payout requires revenues of $111,372 million, and the 200% maximum payout requires revenues of $124,641 million. For cumulative EPS over the performance period, the target payout requires EPS of $8.32, the 50% threshold payout requires EPS of $7.72, and the 200% maximum payout requires EPS of $9.60. Under the terms of the awards, on the first payroll period ending in August 2019 we will issue the award payout to each participant, provided that the participant is employed by us on the last day of the performance period.
|
(3)
|
All amounts reported in this column represent grants of restricted stock under our Stock Incentive Plan which vests in three equal installments on the first three anniversaries of the grant date. Vesting will be accelerated in certain circumstances as described below under “Potential Payments Upon Termination or Change-in-Control.” Dividends are payable on restricted stock at the same rate paid on all other outstanding shares of our Class B Stock.
|
(4)
|
All amounts reported in this column represent options granted under our Stock Incentive Plan which become exercisable for option shares in four equal installments on the first four anniversaries of the grant date. Options will become fully exercisable in certain circumstances as described below under “Potential Payments Upon Termination or Change-in-Control.” Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee’s termination of employment.
|
(5)
|
For stock awards, represents the value of restricted stock granted based on the closing market price of our Class B Stock on the grant date. For option awards, represents the grant date fair value of options granted based on a value of $9.35 per share calculated using the Black-Scholes option pricing model. These are the same values for these equity awards used under accounting guidance applicable to stock-based compensation. The assumptions made in determining option values are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2017.
|
Outstanding Equity Awards at May 31, 2017
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
|
Number of
Securities
Underlying
Unexercisable
Options (#)
(1)
|
|
|
Option Exercise Price ($)
|
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
Mark G. Parker
|
|
69,300
|
|
|
—
|
|
|
14.6300
|
|
|
7/20/2017
|
|
|
|
|
|
|
||
|
|
540,000
|
|
|
—
|
|
|
14.5500
|
|
|
7/18/2018
|
|
|
|
|
|
|
||
|
|
600,000
|
|
|
—
|
|
|
13.1100
|
|
|
7/17/2019
|
|
|
|
|
|
|
||
|
|
660,000
|
|
|
—
|
|
|
17.2400
|
|
|
7/16/2020
|
|
|
|
|
|
|
||
|
|
660,000
|
|
|
—
|
|
|
22.9250
|
|
|
7/15/2021
|
|
|
|
|
|
|
||
|
|
660,000
|
|
|
—
|
|
|
23.2700
|
|
|
7/20/2022
|
|
|
|
|
|
|
||
|
|
247,500
|
|
|
82,500
|
|
(2)
|
31.6750
|
|
|
7/19/2023
|
|
|
|
|
|
|
||
|
|
165,000
|
|
|
165,000
|
|
(3)
|
38.7600
|
|
|
7/18/2024
|
|
|
|
|
|
|
||
|
|
82,500
|
|
|
247,500
|
|
(4)
|
56.4000
|
|
|
7/17/2025
|
|
|
|
|
|
|
||
|
|
—
|
|
|
165,000
|
|
(5)
|
57.8700
|
|
|
7/15/2026
|
|
354,135
(7)
|
|
18,765,614
|
|
333,272
(12)
|
13,245,062
(13)
|
|
Andrew Campion
|
|
20,000
|
|
|
—
|
|
|
13.1100
|
|
|
7/17/2019
|
|
|
|
|
|
|
||
|
|
70,000
|
|
|
—
|
|
|
17.2400
|
|
|
7/16/2020
|
|
|
|
|
|
|
||
|
|
103,000
|
|
|
—
|
|
|
22.9250
|
|
|
7/15/2021
|
|
|
|
|
|
|
||
|
|
120,000
|
|
|
—
|
|
|
23.2700
|
|
|
7/20/2022
|
|
|
|
|
|
|
||
|
|
45,000
|
|
|
15,000
|
|
(2)
|
31.6750
|
|
|
7/19/2023
|
|
|
|
|
|
|
||
|
|
40,000
|
|
|
40,000
|
|
(3)
|
38.7600
|
|
|
7/18/2024
|
|
|
|
|
|
|
||
|
|
30,000
|
|
|
90,000
|
|
(4)
|
56.4000
|
|
|
7/17/2025
|
|
|
|
|
|
|
||
|
|
—
|
|
|
75,000
|
|
(5)
|
57.8700
|
|
|
7/15/2026
|
|
24,004
(8)
|
|
1,271,972
|
|
|
|
|
Trevor A. Edwards
|
|
200,000
|
|
|
—
|
|
|
14.6300
|
|
|
7/20/2017
|
|
|
|
|
|
|
||
|
|
200,000
|
|
|
—
|
|
|
14.5500
|
|
|
7/18/2018
|
|
|
|
|
|
|
||
|
|
200,000
|
|
|
—
|
|
|
13.1100
|
|
|
7/17/2019
|
|
|
|
|
|
|
||
|
|
200,000
|
|
|
—
|
|
|
17.2400
|
|
|
7/16/2020
|
|
|
|
|
|
|
||
|
|
200,000
|
|
|
—
|
|
|
22.9250
|
|
|
7/15/2021
|
|
|
|
|
|
|
||
|
|
240,000
|
|
|
—
|
|
|
23.2700
|
|
|
7/20/2022
|
|
|
|
|
|
|
||
|
|
112,500
|
|
|
37,500
|
|
(2)
|
31.6750
|
|
|
7/19/2023
|
|
|
|
|
|
|
||
|
|
80,000
|
|
|
80,000
|
|
(3)
|
38.7600
|
|
|
7/18/2024
|
|
|
|
|
|
|
||
|
|
45,000
|
|
|
135,000
|
|
(4)
|
56.4000
|
|
|
7/17/2025
|
|
|
|
|
|
|
||
|
|
—
|
|
|
100,000
|
|
(5)
|
57.8700
|
|
|
7/15/2026
|
|
246,787
(9)
|
|
13,077,243
|
|
|
|
|
Eric D. Sprunk
|
|
76,040
|
|
|
—
|
|
|
17.2400
|
|
|
7/16/2020
|
|
|
|
|
|
|
||
|
|
200,000
|
|
|
—
|
|
|
22.9250
|
|
|
7/15/2021
|
|
|
|
|
|
|
||
|
|
240,000
|
|
|
—
|
|
|
23.2700
|
|
|
7/20/2022
|
|
|
|
|
|
|
||
|
|
112,500
|
|
|
37,500
|
|
(2)
|
31.6750
|
|
|
7/19/2023
|
|
|
|
|
|
|
||
|
|
80,000
|
|
|
80,000
|
|
(3)
|
38.7600
|
|
|
7/18/2024
|
|
|
|
|
|
|
||
|
|
40,000
|
|
|
120,000
|
|
(4)
|
56.4000
|
|
|
7/17/2025
|
|
|
|
|
|
|
||
|
|
—
|
|
|
85,000
|
|
(5)
|
57.8700
|
|
|
7/15/2026
|
|
242,073
(10)
|
|
12,827,448
|
|
|
|
|
Michael Spillane
|
|
85,000
|
|
|
—
|
|
|
23.2700
|
|
|
7/20/2022
|
|
|
|
|
|
|
||
|
|
52,500
|
|
|
17,500
|
|
(2)
|
31.6750
|
|
|
7/19/2023
|
|
|
|
|
|
|
||
|
|
35,000
|
|
|
35,000
|
|
(3)
|
38.7600
|
|
|
7/18/2024
|
|
|
|
|
|
|
||
|
|
20,000
|
|
|
60,000
|
|
(4)
|
56.4000
|
|
|
7/17/2025
|
|
|
|
|
|
|
||
|
|
12,500
|
|
|
37,500
|
|
(6)
|
59.6200
|
|
|
4/20/2026
|
|
|
|
|
|
|
||
|
|
—
|
|
|
50,000
|
|
(5)
|
57.8700
|
|
|
7/15/2026
|
|
69,914
(11)
|
|
3,704,743
|
|
|
|
(1)
|
Stock options generally become exercisable for option shares in four equal installments on each of the first four anniversaries of the grant date.
|
(2)
|
100% of these options vested on July 19, 2017.
|
(3)
|
50% of these options vested on July 18, 2017 and 50% will vest on July 18, 2018.
|
(4)
|
33.3% of these options vested on July 17, 2017, 33.3% will vest on July 17, 2018, and 33.3% will vest on July 17, 2019.
|
(5)
|
25% of these options vested on July 15, 2017, 25% will vest on July 15, 2018, 25% will vest on July 15, 2019, and 25% will vest on July 15, 2020.
|
(6)
|
33.3% of these options will vest on April 20, 2018, 33.3% will vest on April 20, 2019, and 33.3% will vest on April 20, 2020.
|
(7)
|
20,161 of these restricted shares vested on July 15, 2017, 20,160 of these restricted shares will vest on July 15, 2018, and 20,160 of these restricted shares will vest on July 15, 2019. 20,686 of these restricted shares vested on July 17, 2017, and 20,686 of these restricted shares will vest on July 17, 2018. 30,100 of these restricted shares vested on July 18, 2017. 222,182 of these RSUs will vest on June 30, 2020.
|
(8)
|
4,321 of these restricted shares vested on July 15, 2017, 4,320 of these restricted shares will vest on July 15, 2018, and 4,320 of these restricted shares will vest on July 15, 2019. 3,694 of these restricted shares vested on July 17, 2017, and 3,694 of these restricted shares will vest on July 17, 2018. 3,655 of these restricted shares vested on July 18, 2017.
|
(9)
|
5,041 of these restricted shares vested on July 15, 2017, 5,040 of these restricted shares will vest on July 15, 2018, and 5,040 of these restricted shares will vest on July 15, 2019. 5,172 of these restricted shares vested on July 17, 2017, and 5,172 of these restricted shares will vest on July 17, 2018. 6,450 of these restricted shares vested on July 18, 2017. 214,872 of these RSUs vested on July 20, 2017.
|
(10)
|
4,321 of these restricted shares vested on July 15, 2017, 4,320 of these restricted shares will vest on July 15, 2018, and 4,320 of these restricted shares will vest on July 15, 2019. 4,433 of these restricted shares vested on July 17, 2017, and 4,432 of these restricted shares will vest on July 17,2018. 5,375 of these restricted shares vested on July 18, 2017. 214,872 of these RSUs vested on July 20, 2017.
|
(11)
|
2,881 of these restricted shares vested on July 15, 2017, 2,880 of these restricted shares will vest on July 15, 2018, and 2,880 of these restricted shares will vest on July 15, 2019. 2,069 of these restricted shares vested on July 17, 2017, and 2,068 of these restricted shares will vest on July 17, 2018. 2,150 of these restricted shares vested on July 18, 2017. 54,986 of these RSUs will vest on February 13, 2018.
|
(12)
|
This figure represents a maximum target of 333,272 RSUs which may vest on June 30, 2020, subject to performance vesting based on cumulative revenue growth and cumulative EPS growth over a five-year performance period.
|
(13)
|
Assumes Company financial performance at 75% of maximum target. Actual payout will depend on actual performance, which could range from 0 to 100%.
|
Option Exercises and Stock Vested During Fiscal 2017
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares
Acquired on Exercise
(#)
|
|
|
Value Realized
on Exercise
($)
|
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
|
Value Realized
on Vesting
($)
|
|
Mark G. Parker
|
|
350,000
|
|
|
13,191,164
|
|
|
846,346
|
|
|
44,273,552
|
|
Andrew Campion
|
|
—
|
|
|
—
|
|
|
9,980
|
|
|
576,778
|
|
Trevor A. Edwards
|
|
—
|
|
|
—
|
|
|
19,514
|
|
|
1,127,569
|
|
Eric D. Sprunk
|
|
100,000
|
|
|
3,909,692
|
|
|
16,385
|
|
|
946,778
|
|
Michael Spillane
|
|
—
|
|
|
—
|
|
|
6,850
|
|
|
395,841
|
|
Equity Compensation Plan Information
|
Plan Category
|
|
(a)
Number of Securities
to be Issued Upon Exercise of
Outstanding Options, Warrants and Rights
|
|
(b)
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and Rights
(1)
|
|
(c)
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
|
Equity compensation plans approved by shareholders
|
|
107,366,542
(2)
|
|
$34.7951
|
|
112,081,862
(3)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
—
|
|
7,535,768
(4)
|
Total
|
|
107,366,542
|
|
$34.7951
|
|
119,617,630
|
(1)
|
Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of restricted stock units.
|
(2)
|
Includes 107,366,542 shares subject to awards of options, restricted stock units and stock appreciation rights outstanding under the Stock Incentive Plan (including the maximum number of Performance-Based RSUs granted to Mr. Parker).
|
(3)
|
Includes 98,589,881 shares available for future issuance under the Stock Incentive Plan and 13,491,981 shares available for future issuance under the Employee Stock Purchase Plan.
|
Non-Qualified Deferred Compensation in Fiscal 2017
|
Name
|
|
Plan
Name
|
|
Executive
Contributions
in Fiscal 2017
(1)
|
|
NIKE Contributions
in Fiscal 2017
(1)
|
|
Aggregate Earnings
in Fiscal 2017
|
|
Aggregate
Withdrawals/
Distributions in
Fiscal 2017
|
|
Aggregate
Balance
at 5/31/2017
(1)
|
Mark G. Parker
|
|
DCP
|
|
$1,848,681
|
|
$209,215
|
|
$616,994
|
|
—
|
|
$15,330,754
|
Andrew Campion
|
|
DCP
|
|
177,846
|
|
57,009
|
|
99,504
|
|
—
|
|
1,013,959
|
Trevor A. Edwards
|
|
DCP
|
|
1,632,076
|
|
81,665
|
|
2,337,650
|
|
—
|
|
19,151,330
|
Eric D. Sprunk
|
|
DCP
|
|
963,907
|
|
76,344
|
|
1,340,757
|
|
—
|
|
9,868,014
|
Michael Spillane
|
|
DCP
|
|
—
|
|
67,070
|
|
1,056
|
|
—
|
|
257,263
|
(1)
|
All amounts reported in the Executive Contributions column are also included in amounts reported in the Summary Compensation Table. The amounts reported in the NIKE Contributions column represent profit sharing contributions made by us in early fiscal 2017 based on fiscal 2016 results; these amounts are also included in amounts reported for fiscal 2016 in the All Other Compensation column of the Summary Compensation Table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Parker, $13,732,340; Mr. Campion, $443,705; Mr. Edwards, $9,586,681; Mr. Sprunk, $3,878,118; and Mr Spillane, $67,070.
|
Potential Payments Upon Termination or Change-in-Control
|
•
|
the acquisition by any person of 50% or more of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person of 30% or more of our total outstanding Common Stock,
|
•
|
the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the incumbent directors,
|
•
|
a sale of all or substantially all of our assets, and
|
•
|
an acquisition of NIKE through a merger, consolidation or share exchange.
|
Name
|
|
Stock Award
Acceleration
(1)
|
|
|
Stock Option
Acceleration
(2)
|
|
|
Total
|
|
|||
Mark G. Parker
|
|
$
|
36,425,697
|
|
|
$
|
8,928,511
|
|
|
$
|
45,354,208
|
|
Andrew Campion
|
|
1,271,972
|
|
|
2,643,749
|
|
|
3,915,721
|
|
|||
Trevor A. Edwards
|
|
13,077,243
|
|
|
4,587,581
|
|
|
17,664,824
|
|
|||
Eric D. Sprunk
|
|
12,827,448
|
|
|
4,311,162
|
|
|
17,138,610
|
|
|||
Michael Spillane
|
|
3,704,743
|
|
|
2,445,902
|
|
|
6,150,645
|
|
(1)
|
Information regarding unvested restricted stock and restricted stock units held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The award agreements provide for full double-trigger accelerated vesting as described above (for Performance-Based RSUs granted to Mr. Parker, assuming such awards are earned at 100%). The amounts in the table above represent the number of unvested restricted shares and RSUs multiplied by the closing price of our Class B Stock on May 31, 2017.
|
(2)
|
Information regarding outstanding unexercisable options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The agreements governing unvested stock options provide for full double-trigger accelerated vesting and an extended post-termination exercise period as described above. Amounts in the table above represent the sum of (i) for each Named Executive Officer’s outstanding unexercisable options, the aggregate value as of May 31, 2017 of those options assuming a four-year remaining term and otherwise calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under accounting guidance applicable to stock-based compensation, plus (ii) for each Named Executive Officer’s outstanding exercisable options granted since July 2010, the increase in value of those options resulting from the extension of the post-termination exercise period from three months to four years, with the option values for three-month and four-year remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting guidance applicable to stock-based compensation.
|
Proposal 2
|
Shareholder Advisory Vote to Approve
Executive Compensation
|
•
|
basing a majority of total compensation on performance and retention incentives;
|
•
|
setting annual and long-term incentive targets based on clearly disclosed, objective performance measures and the Company’s performance goals;
|
•
|
mitigating undue risk associated with compensation by using multiple performance targets, caps on potential incentive payments and a clawback policy; and
|
•
|
requiring executive officers and non-employee directors to hold NIKE stock through published stock ownership guidelines.
|
Board Recommendation
|
Proposal 3
|
Frequency of Advisory Votes on Executive Compensation
|
Board Recommendation
|
Proposal 4
|
Approval of the NIKE, Inc. Long-Term Incentive Plan, as Amended
|
|
|
Long-Term Incentive Plan
(2)
Dollar Value ($)
|
||||||||||
Name and Position
(1)
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
Mark G. Parker
Chairman, President, and Chief Executive Officer
|
|
$
|
1,750,000
|
|
|
$
|
3,500,000
|
|
|
$
|
7,000,000
|
|
Andrew Campion
Executive Vice President and Chief Financial Officer
|
|
$
|
375,000
|
|
|
$
|
750,000
|
|
|
$
|
1,500,000
|
|
Trevor A. Edwards
President, NIKE Brand
|
|
$
|
500,000
|
|
|
$
|
1,000,000
|
|
|
$
|
2,000,000
|
|
Eric D. Sprunk
Chief Operating Officer
|
|
$
|
375,000
|
|
|
$
|
750,000
|
|
|
$
|
1,500,000
|
|
Michael Spillane
President, Categories and Product
|
|
$
|
375,000
|
|
|
$
|
750,000
|
|
|
$
|
1,500,000
|
|
Executive Officer Group (includes above 5 officers)
|
|
$
|
4,125,000
|
|
|
$
|
8,250,000
|
|
|
$
|
16,500,000
|
|
Non-Executive Officer Employee Group
|
|
$
|
27,400,000
|
|
|
$
|
54,800,000
|
|
|
$
|
109,600,000
|
|
(1)
|
All awards are cash-based. Non-employee directors are not eligible to participate in the Plan; accordingly, they are omitted from the table.
|
(2)
|
The Committee established a series of performance targets based on revenues and earnings per share for the three-year period consisting of fiscal 2017-2019 corresponding to award payouts ranging from 50% to 200% of the target awards.
|
Board Recommendation
|
Proposal 5
|
Shareholder Proposal Regarding Political Contributions Disclosure
|
1.
|
Policies for making direct or indirect contributions and payments with corporate funds to:
|
2.
|
Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
|
•
|
The identity of the recipient as well as the amount paid to each; and
|
•
|
The title(s) of person(s) at Nike responsible for decision-making or oversight.
|
Supporting Statement
|
1.
|
In 2011 Nike pledged annual disclosures, but the 2013 and 2014 reports (the first released) reported only on Oregon, and the 2015 report only included California. A 2016 report has not yet been posted to the company’s website.
|
2.
|
The policy requires senior-executive approval of contributions
only
when amounts to a single entity are in excess of $100,000 - which creates significant gaps, too little oversight, and levels of risk that do not reflect appropriate Board stewardship or oversight.
|
3.
|
The policy ignores payments to third-party groups - whether trade associations or 501(c)(4) entities - which are the major ‘dark money’ conduits by which corporate cash enters the political system.
|
•
|
Boeing
|
•
|
Microsoft
|
•
|
Nordstrom
|
•
|
Starbucks
|
The Company’s Statement in Opposition to Proposal 5
|
•
|
Our current policies and public disclosures already address many of the items requested by the proposal;
|
•
|
In the Board’s judgment, more disclosure than we already provide would not be in the best interests of shareholders; and
|
•
|
In 2012, 2013, 2015, and 2016 virtually identical proposals were rejected by approximately 78%, 82%, 73%, and 71%, respectively, of shares voted.
|
Board Recommendation
|
Proposal 6
|
Ratification of Appointment of Independent Registered Public Accounting Firm
|
Type of Service
|
|
2017
|
|
2016
|
||||||
Audit Fees
(1)
|
|
$
|
20.6
|
|
million
|
|
$
|
21.5
|
|
million
|
Audit-Related Fees
(2)
|
|
—
|
|
million
|
|
—
|
|
million
|
||
Tax Fees
(3)
|
|
1.6
|
|
million
|
|
1.5
|
|
million
|
||
All Other Fees
(4)
|
|
0.1
|
|
million
|
|
0.1
|
|
million
|
||
Total
|
|
$
|
22.3
|
|
million
|
|
$
|
23.1
|
|
million
|
(1)
|
Comprises the audits of the Company’s annual financial statements and internal controls over financial reporting and reviews of the Company’s quarterly financial statements, as well as statutory audits of Company subsidiaries, attest services and consents to SEC filings.
|
(2)
|
Comprises employee benefit plan audits and consultations regarding financial accounting and reporting.
|
(3)
|
Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance-related fees represented $0.3 million and $0.7 million of the tax fees for fiscal 2017 and 2016, respectively. The remaining tax fees primarily include tax advice.
|
(4)
|
Comprises other miscellaneous services.
|
Board Recommendation
|
Report of the Audit Committee
|
•
|
Reviewed and discussed the audited financial statements with management.
|
•
|
Discussed with the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Statement on Auditing Standards No. 16
Communications with Audit Committees.
|
•
|
Received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications concerning independence, and has discussed with the independent accountant the independent accountant’s independence.
|
•
|
Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.
|
•
|
Alan B. Graf, Jr., Chairman
|
•
|
John G. Connors
|
•
|
John J. Donahoe
|
•
|
Michelle A. Peluso
|
Other Matters
|
Shareholder Proposals
|
|
|
|
|
||
|
|
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
|
|||
|
|
|
VALIDATION DETAILS ARE LOCATED IN THE TITLE BAR BELOW.
|
||
|
|
|
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on September 21, 2017.
|
||
|
|
|
|
|
Vote by Internet
|
|
|
|
|
• Go to
www.investorvote.com
|
|
|
|
|
|
• Or scan the QR code with your smartphone
|
|
|
|
|
|
• Follow the steps outlined on the secure website
|
|
|
|
|
|||
|
|
|
Vote by telephone
|
||
|
|
|
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
|
||
|
|
|
• Follow the instructions provided by the recorded message
|
||
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
x
|
|
|
|
|
q
IF YOU HAVE
NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
A
|
Proposals — The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1, a vote
FOR
Proposals 2, 4, and 6, a vote for
EVERY YEAR
for Proposal 3, and a vote
AGAINST
Proposal 5.
|
|
1.
|
Class A director nominees:
To elect a Board of Directors for the ensuing year.
|
|
|
|
|
|
|
»
|
||||||||||
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
01 - Elizabeth J. Comstock
|
|
¨
|
|
¨
|
|
02 - John G. Connors
|
|
¨
|
|
¨
|
|
03 - Timothy D. Cook
|
|
¨
|
|
¨
|
|
|
04 - John J. Donahoe II
|
|
¨
|
|
¨
|
|
05 - Travis A. Knight
|
|
¨
|
|
¨
|
|
06 - Mark G. Parker
|
|
¨
|
|
¨
|
|
|
07 - Johnathan A. Rodgers
|
|
¨
|
|
¨
|
|
08 - John R. Thompson,Jr.
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
1Yr
|
|
2Yrs
|
|
3Yrs
|
Abstain
|
2.
|
|
To approve executive compensation by an advisory vote.
|
|
¨
|
|
¨
|
|
¨
|
|
3.
|
|
To approve the frequency of advisory votes on executive compensation by an advisory vote.
|
|
¨
|
|
¨
|
|
¨
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
Abstain
|
4.
|
|
To approve the NIKE, Inc. Long-Term Incentive Plan, as amended.
|
|
¨
|
|
¨
|
|
¨
|
|
5.
|
|
Shareholder proposal regarding political contributions disclosure.
|
|
¨
|
|
¨
|
¨
|
||
6.
|
|
To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
|
|
¨
|
|
¨
|
|
¨
|
|
7.
|
|
To transact such other business as may properly come before the meeting.
|
B
|
Non-Voting Items
|
Change of Address —
Please print new address below.
|
|
|
C
|
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
|
|
|
Date (mm/dd/yyyy) — Please print date below.
|
|
|
Signature 1 — Please keep signature within the box.
|
|
|
Signature 2 — Please keep signature within the box.
|
|
/ /
|
|
|
|
|
|
|
From I-5 South of Portland:
|
|
I-5 North to 217 North. Follow to Hwy 26 West.
|
From I-5 North of Portland:
|
|
I-5 South to I-405 South. Follow to Hwy 26 West.
|
From I-84 East of Portland:
|
|
I-84 West to I-5 South to I-405 North. Follow to Hwy 26 West.
|
Ç
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Ç
|
|
|
|
|
||
|
|
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
|
|||
|
|
|
VALIDATION DETAILS ARE LOCATED IN THE TITLE BAR BELOW.
|
||
|
|
|
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on September 21, 2017.
|
||
|
|
|
|
|
Vote by Internet
|
|
|
|
|
• Go to
www.investorvote.com
|
|
|
|
|
|
• Or scan the QR code with your smartphone
|
|
|
|
|
|
• Follow the steps outlined on the secure website
|
|
|
|
|
|||
|
|
|
Vote by telephone
|
||
|
|
|
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
|
||
|
|
|
• Follow the instructions provided by the recorded message
|
||
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
x
|
|
|
|
|
q
IF YOU HAVE
NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
|
A
|
Proposals — The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1, a vote
FOR
Proposals 2, 4, and 6, a vote for
EVERY YEAR
for Proposal 3, and a vote
AGAINST
Proposal 5.
|
|
1.
|
Class B director nominees:
To elect a Board of Directors for the ensuing year.
|
|
|
|
|
|
|
»
|
||||||||||
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
01 - Alan B. Graf, Jr.
|
|
¨
|
|
¨
|
|
02 - John C. Lechleiter
|
|
¨
|
|
¨
|
|
03 - Michelle A. Peluso
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
1Yr
|
|
2Yrs
|
|
3Yrs
|
Abstain
|
2.
|
|
To approve executive compensation by an advisory vote.
|
|
¨
|
|
¨
|
|
¨
|
|
3.
|
|
To approve the frequency of advisory votes on executive compensation by an advisory vote.
|
|
¨
|
|
¨
|
|
¨
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
Abstain
|
4.
|
|
To approve the NIKE, Inc. Long-Term Incentive Plan, as amended.
|
|
¨
|
|
¨
|
|
¨
|
|
5.
|
|
Shareholder proposal regarding political contributions disclosure.
|
|
¨
|
|
¨
|
¨
|
||
6.
|
|
To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
|
|
¨
|
|
¨
|
|
¨
|
|
7.
|
|
To transact such other business as may properly come before the meeting.
|
B
|
Non-Voting Items
|
Change of Address —
Please print new address below.
|
|
|
C
|
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
|
|
|
Date (mm/dd/yyyy) — Please print date below.
|
|
|
Signature 1 — Please keep signature within the box.
|
|
|
Signature 2 — Please keep signature within the box.
|
|
/ /
|
|
|
|
|
|
|
From I-5 South of Portland:
|
|
I-5 North to 217 North. Follow to Hwy 26 West.
|
From I-5 North of Portland:
|
|
I-5 South to I-405 South. Follow to Hwy 26 West.
|
From I-84 East of Portland:
|
|
I-84 West to I-5 South to I-405 North. Follow to Hwy 26 West.
|
Ç
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Ç
|