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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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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Fee paid previously with preliminary materials.
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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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DEAR FELLOW SHAREHOLDERS:
At Nike, we strive to bring innovation and inspiration to every athlete in the world. As a company, we have passion for sport, for authenticity, and for relentless self-improvement. And as a Board, we bring that same passion to corporate governance. Because strong governance helps us to ensure that Nike is creating long-term value for shareholders - responsibly and sustainably.
We are on the offense always at Nike. From a corporate governance perspective, that means we are committed to assessing and refreshing the Board and its committees on an ongoing basis. That’s why we added three new independent directors to the Board in the last two fiscal years. These individuals bring a wide range of strengths, including financial expertise, digital fluency, background in academia, and human resources and governance experience.
In fiscal 2019, we also assessed and enhanced our committee charters. Specifically, we updated our Corporate Responsibility, Sustainability & Governance Committee charter to more explicitly highlight the committee’s continuing oversight of our integrated Purpose Offense, a unified approach to our focus on and commitment to sustainability, social and community impact, and diversity and inclusion.
You may notice a new look to this year’s proxy statement. For example, we have added a director skills matrix to highlight the diverse and complementary experiences and backgrounds of our director nominees, in addition to formatting updates to make the proxy statement easier to read. This is the first step in a multi-year process intended to enhance communication with our shareholders through our annual report.
We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held at the Tiger Woods Conference Center, One Bowerman Drive, Beaverton, Oregon 97005-6453, on Thursday, September 19, 2019, at 10:00 A.M. Pacific Time. Registration will begin at 9:00 A.M. We look forward to welcoming many of you at our annual meeting. Whether or not you plan to attend, the prompt execution and return of your proxy card will both assure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.
Sincerely,
MARK G. PARKER, CHAIRMAN
|
“As a company, we
have passion for sport, for authenticity, and for relentless self-improvement. And as a Board, we bring that same passion to corporate governance.” |
July 23, 2019
|
|
DATE AND TIME:
Thursday, September 19, 2019,
at 10:00 A.M. Pacific Time |
LOCATION:
Tiger Woods Conference Center
One Bowerman Drive Beaverton, Oregon 97005-6453 |
PROPOSAL
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PAGE REFERENCE
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1
To elect the 12 directors named in the accompanying proxy statement for the ensuing year.
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Page 5
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Class A
Will elect nine directors. |
Class B
Will elect three directors. |
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Holders of Class A Stock and holders of Class B Stock will vote together as one class all other proposals.
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|||
2
To approve executive compensation by an advisory vote.
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Page 27
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3
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
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Page 47
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||
4
To transact such other business as may properly come before the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 19, 2019. The proxy statement and NIKE, Inc.’s 2019 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
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PAGE
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GENDER DIVERSITY
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GENDER/ETHNIC DIVERSITY
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AGE
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TENURE
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DIVERSITY 6
/12
Representation of a range of perspectives expands the Board’s understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.
|
FINANCIAL EXPERTISE 9
/12
Financial expertise assists our Board in overseeing our financial statements, capital structure and internal controls.
|
CEO EXPERIENCE 6
/
12
CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value.
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|||||||||
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INTERNATIONAL 9
/
12
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.
|
DIGITAL/TECHNOLOGY 6
/12
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy.
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RETAIL INDUSTRY 4
/12
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals.
|
|||||||||
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MEDIA 3
/12
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner.
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ACADEMIA 2
/12
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.
|
HR/TALENT MANAGEMENT 6
/12
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement.
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GOVERNANCE 8
/12
Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance.
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CORPORATE GOVERNANCE HIGHLIGHTS
ü
10 out of 12 directors are expected to be independent as of the Annual Meeting
ü
Lead Independent Director with clearly defined role
ü
Refreshed Board and committee structure, with 3 new independent directors added in last two fiscal years
ü
Full Board elected annually
ü
Retirement policy generally requires that directors do not stand for election after reaching the age of 72
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AGE
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DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
61
|
2018
|
Compensation
|
None
|
Converse All Star
Platform Low Top and Nike AeroLayer Jacket |
|||
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SKILLS AND QUALIFICATIONS
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||||
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DIVERSITY
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
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INTERNATIONAL
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•
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From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm's “Digital Giants” practice where she was the lead advisory partner for several digital-native companies.
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•
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From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.
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•
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Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent management roles, including serving as the company’s first Vice Chairman and Chief Talent Officer from 2006 to 2010, its Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of Women, from 2003 to 2009.
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•
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Ms. Benko led Deloitte’s technology sector from 2003 to 2007 and was previously Deloitte’s first Global e-Business Leader, a position she held from 1998 to 2002.
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AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
58
|
2011
|
Compensation
|
None
|
Nike Cortez and NikeLab
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|||
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SKILLS AND QUALIFICATIONS
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||||
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DIVERSITY
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DIGITAL/TECHNOLOGY
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MEDIA
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INTERNATIONAL
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•
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At GE, Ms. Comstock was appointed:
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•
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Senior Vice President, Chief Marketing and Commercial Officer in 2008,
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•
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President, NBC Universal Integrated Media in 2006,
|
•
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Corporate Vice President and Chief Marketing Officer in 2003,
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•
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Vice President of Corporate Communications in 1998,
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•
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Senior Vice President, NBC Corporate Communications in 1996, and
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•
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Vice President, Communications, NBC News Communications in 1994.
|
•
|
Prior to joining GE in 1994, Ms. Comstock held a succession of positions at NBC, CBS, and Turner Broadcasting.
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AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
60
|
2005
|
Audit & Finance
|
Splunk, Inc.
|
Nike React
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SKILLS AND QUALIFICATIONS
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||||
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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GOVERNANCE
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|||||
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INTERNATIONAL
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•
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Mr. Connors served as Senior Vice President and Chief Financial Officer of Microsoft Corporation (“Microsoft”) from December 1999 to May 2005.
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•
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Mr. Connors joined Microsoft in 1989 and held various management positions, including:
|
•
|
Vice President, Worldwide Enterprise Group in 1999,
|
•
|
Chief Information Officer from 1996 to 1999, and
|
•
|
Corporate Controller from 1994 to 1996.
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AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
58
|
2005
|
Compensation, Chair
|
Apple, Inc.
|
Nike React Element and
Nike Sportswear Tech Pack Hoodie |
|||
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SKILLS AND QUALIFICATIONS
|
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||||
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
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||
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|||||
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CEO EXPERIENCE
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RETAIL INDUSTRY
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GOVERNANCE
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|||||
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INTERNATIONAL
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||
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•
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Mr. Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer.
|
•
|
Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998.
|
•
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Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997.
|
•
|
Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North American Fulfillment.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
59
|
2014
|
Audit & Finance
|
ServiceNow, Inc. and
PayPal Holdings, Inc. |
Nike Free RN Flyknit and
Nike Flex Golf Pants |
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
FINANCIAL EXPERTISE
|
|
DIGITAL/TECHNOLOGY
|
|
HR/TALENT MANAGEMENT
|
||
|
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|
|||||
|
CEO EXPERIENCE
|
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RETAIL INDUSTRY
|
|
GOVERNANCE
|
||
|
|
|
|||||
|
INTERNATIONAL
|
|
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|
||
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|
•
|
From 2008 through 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. (“eBay”), provider of the global eBay.com online marketplace and PayPal digital payments platform.
|
•
|
Mr. Donahoe joined eBay in 2005 as President of eBay Marketplaces, responsible for eBay’s global e-Commerce businesses.
|
•
|
Prior to joining eBay, Mr. Donahoe was the Chief Executive Officer and Worldwide Managing Director of Bain & Company from 1999 to 2005, and a Managing Director from 1992 to 1999.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
45
|
2015
|
Executive
|
None
|
Nike Air Presto
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
FINANCIAL EXPERTISE
|
|
CEO EXPERIENCE
|
|
MEDIA
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
•
|
Mr. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive Officer in 2009.
|
•
|
Mr. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an Academy Award and winner of the BAFTA award for Best Animated Film.
|
•
|
Mr. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls (2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and Lead Animator for Coraline (2009).
|
•
|
Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, as a stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the Emmy Award-winning stop-motion animated television series The PJs.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
63
|
2006
|
Executive, Chair
|
The Walt Disney Company
|
Couldn’t possibly pick just one
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
FINANCIAL EXPERTISE
|
|
INTERNATIONAL
|
|
HR/TALENT MANAGEMENT
|
||
|
|
|
|||||
|
CEO EXPERIENCE
|
|
RETAIL INDUSTRY
|
|
GOVERNANCE
|
||
|
|
|
•
|
Mr. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management.
|
•
|
Mr. Parker was appointed:
|
•
|
President of the NIKE Brand in 2001,
|
•
|
Vice President of Global Footwear in 1998,
|
•
|
General Manager in 1993,
|
•
|
Corporate Vice President in 1989, and
|
•
|
Divisional Vice President in charge of product development in 1987.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
61
|
2018
|
Corporate Responsibility,
Sustainability & Governance |
McDonald’s Corporation and The New York Times Company
|
Nike KD Sneakers
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
DIVERSITY
|
|
CEO EXPERIENCE
|
|
GOVERNANCE
|
||
|
|
|
|||||
|
FINANCIAL EXPERTISE
|
|
|
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|
||
|
|
|
|
•
|
In 2008, Mr. Rogers was awarded Princeton University’s highest honor, the Woodrow Wilson Award, presented each year to the alumnus whose career embodies a commitment to national service.
|
•
|
Mr. Rogers served as co-chair for the Presidential Inaugural Committee 2009, and more recently, joined the Barack Obama Foundation’s Board of Directors.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
77
|
1991
|
None
|
None
|
Nike Air Force 1
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
DIVERSITY
|
|
ACADEMIA
|
|
HR/TALENT MANAGEMENT
|
||
|
|
|
|||||
|
MEDIA
|
|
|
|
|
||
|
|
|
|
•
|
Mr. Thompson serves as Assistant to the President of Georgetown University for Urban Affairs and he is a past President of the National Association of Basketball Coaches and presently serves on its Board of Governors.
|
•
|
Mr. Thompson hosted a sports radio talk show in Washington, D.C. for 13 years, and is a nationally broadcast sports analyst for Turner Network Television (TNT) and Dial Global, Inc.
|
•
|
Mr. Thompson was head coach of the 1988 United States Olympic basketball team.
|
BOARD RECOMMENDATION
|
|
|
The Board of Directors recommends that the Class A Shareholders vote
FOR
the election of the nominees above to the Board of Directors.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
65
|
2002
|
Audit & Finance, Chair
|
Mid-America Apartment Communities, Inc.
|
Nike Air Max 270
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
FINANCIAL EXPERTISE
|
|
INTERNATIONAL
|
|
GOVERNANCE
|
||
|
|
|
|||||
|
|
|
|
|
|
||
|
|
|
|
•
|
Mr. Graf joined FedEx in 1980 and was Senior Vice President and Chief Financial Officer for FedEx Express, FedEx’s predecessor, from 1991 to 1998.
|
•
|
Mr. Graf previously served on the Board of Directors of Kimball International Inc., Storage USA, Inc., and Arkwright Mutual Insurance Co.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
49
|
2018
|
Corporate Responsibility,
Sustainability & Governance |
Citigroup Inc.
|
Nike Epic React
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
DIVERSITY
|
|
INTERNATIONAL
|
|
GOVERNANCE
|
||
|
|
|
|||||
|
FINANCIAL EXPERTISE
|
|
ACADEMIA
|
|
|
||
|
|
|
|
•
|
Mr. Henry assumed the Deanship of the Stern School of Business in January 2010 and served through December 2017.
|
•
|
Prior to joining Stern, Mr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business.
|
•
|
In June 2009, President Obama appointed Mr. Henry to the President’s Commission on White House Fellowships.
|
•
|
In 2008, Mr. Henry led Barack Obama’s Presidential Transition Team in its review of international lending agencies such as the IMF and the World Bank.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||
47
|
2014
|
Corporate Responsibility,
Sustainability & Governance, Chair |
None
|
Nike Dunk Sky Hi Wedge and Nike Elevate Shorts
|
|||
|
SKILLS AND QUALIFICATIONS
|
|
|
||||
|
DIVERSITY
|
|
INTERNATIONAL
|
|
HR/TALENT MANAGEMENT
|
||
|
|
|
|||||
|
FINANCIAL EXPERTISE
|
|
DIGITAL/TECHNOLOGY
|
|
GOVERNANCE
|
||
|
|
|
|||||
|
CEO EXPERIENCE
|
|
RETAIL INDUSTRY
|
|
|
||
|
|
|
•
|
Ms. Peluso served as Chief Executive Officer of online shopping destination Gilt Groupe, Inc. (“Gilt”) from 2013 until its sale to Hudson’s Bay Company in February 2016, and was on Gilt’s Board of Directors from 2009 to 2016.
|
•
|
Prior to joining Gilt in 2013, Ms. Peluso served as Global Consumer Chief Marketing and Internet Officer of Citigroup Inc. from 2009 to 2013.
|
•
|
From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP (“Travelocity”), being appointed Chief Operating Officer in 2003, and President and Chief Executive Officer in December 2003.
|
•
|
Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until its acquisition by Travelocity in 2002.
|
BOARD RECOMMENDATION
|
|
|
The Board of Directors recommends that the Class B Shareholders vote
FOR
the election of the nominees above to the Board of Directors.
|
EXPERIENCE, EXPERTISE, OR ATTRIBUTES
|
BENKO
|
COMSTOCK
|
CONNORS
|
COOK
|
DONAHOE
|
GRAF
|
HENRY
|
KNIGHT
|
PARKER
|
PELUSO
|
ROGERS
|
THOMPSON
|
|
|
DIVERSITY
Representation of a range of perspectives expands the Board’s understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide. |
ü
|
ü
|
|
|
|
|
ü
|
|
|
ü
|
ü
|
ü
|
|
FINANCIAL EXPERTISE
Financial expertise assists our Board in overseeing our financial statements, capital structure and internal controls. |
|
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
CEO EXPERIENCE
CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value. |
|
|
|
ü
|
ü
|
|
|
ü
|
ü
|
ü
|
ü
|
|
|
INTERNATIONAL
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
|
|
|
DIGITAL/TECHNOLOGY
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy. |
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
|
|
ü
|
|
|
|
RETAIL INDUSTRY
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals. |
|
|
|
ü
|
ü
|
|
|
|
ü
|
ü
|
|
|
|
MEDIA
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner. |
|
ü
|
|
|
|
|
|
ü
|
|
|
|
ü
|
|
ACADEMIA
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership. |
|
|
|
|
|
|
ü
|
|
|
|
|
ü
|
|
HR/TALENT MANAGEMENT
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement. |
ü
|
|
|
ü
|
ü
|
|
|
|
ü
|
ü
|
|
ü
|
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GOVERNANCE
Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance. |
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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ü
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•
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serve as a liaison between the Chairman/CEO and the independent directors;
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•
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approve the meeting agendas for the Board;
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•
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advise the Chairman/CEO regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board;
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•
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ensure that meeting schedules permit sufficient time for discussion of all agenda items;
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•
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provide consultation and direct communication with major shareholders, if requested;
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•
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preside at meetings of the Board at which the Chairman/CEO is not present, including executive sessions; and
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•
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perform other duties specified in the Lead Independent Director Charter.
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MEMBERS:
John G. Connors John J. Donahoe II Alan B. Graf, Jr., Chair
MEETINGS IN FY ’19:
13
|
ROLES AND RESPONSIBILITIES:
The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to:
•
Matters involving the Company’s accounting, auditing, financial reporting, internal controls, information security (including risks related to cyber security), data protection, and overseeing the financial policies and activities of the Company that may have a material impact on the results of operations or the financial position of the Company;
•
The integrity of the Company’s financial statements, the compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditor; and
•
Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management’s recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures.
The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committees under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”). The Board has also determined that Mr. Alan B. Graf, Jr. is an “audit committee financial expert” as defined in regulations adopted by the SEC.
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MEMBERS:
Cathleen A. Benko Elizabeth J. Comstock Timothy D. Cook, Chair
MEETINGS IN FY ’19:
5
|
ROLES AND RESPONSIBILITIES:
In fiscal 2019, the Company revised the Charter of the Compensation Committee. Under its revised charter, the committee’s duties include the following:
•
Evaluate the performance of the CEO;
•
Review and approve the compensation of each executive officer;
•
Grant equity incentive awards under the NIKE, Inc. Stock Incentive Plan, and determine targets and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE, Inc. Long-Term Incentive Plan;
•
Review and provide guidance to management regarding Company policies, programs and practices related to talent management and development for executive officers and senior management; and
•
Make recommendations to the Board regarding the compensation of directors.
The Board has determined that each member of the Compensation Committee meets all independence requirements applicable to compensation committees under the NYSE listing standards.
|
MEMBERS:
Peter B. Henry John C. Lechleiter* Michelle A. Peluso, Chair John W. Rogers, Jr.**
MEETINGS IN FY ’19:
6
|
ROLES AND RESPONSIBILITIES:
In fiscal 2019, the Company revised the Charter of the Corporate Responsibility, Sustainability & Governance Committee in connection with the Company’s Purpose Offense. NIKE’s Purpose Offense is organized around three primary pillars: Sustainability, Social and Community Impact, and Diversity & Inclusion. Under its revised charter, the committee’s duties have been restated to include the following:
•
Review and evaluate NIKE’s significant strategies, activities, policies, investments and programs regarding social purpose, corporate responsibility and sustainability;
•
Provide oversight of management’s efforts to ensure that the Company’s dedication to sustainability is reflected in its business operations;
•
Monitor the Company’s progress towards its diversity and inclusion objectives and compliance with the Company’s responsibilities as an equal opportunity employer;
•
Review and evaluate the social, political and environmental impact, trends and issues in connection with the Company’s business activities and make recommendations to the Board;
•
Provide oversight of the Company’s community and social impact efforts;
•
Oversee protection of the Company’s corporate reputation and other matters of importance to the Company and its stakeholders;
•
Continue to identify individuals qualified to become Board members and recommend director nominees for election at each annual shareholder meeting;
•
Develop and recommend to the Board corporate governance guidelines and a code of business conduct and ethics; and
•
Oversee the annual self-evaluations of the Board and its committees and make recommendations to the Board concerning the structure and membership of the other Board committees.
The Board has determined that each member of the Corporate Responsibility, Sustainability & Governance Committee meets all independence requirements applicable to
nominating/corporate governance committees under the NYSE listing standards.
|
MEMBERS:
Travis A. Knight Mark G. Parker, Chair
MEETINGS IN FY ’19:
None
|
ROLES AND RESPONSIBILITIES:
The Executive Committee is authorized to act on behalf of the Board on all corporate actions for which applicable law does not require participation by the full Board.
•
In practice, the Executive Committee acts in place of the full Board only when emergency issues or scheduling conflicts make it difficult or impracticable to assemble the full Board.
•
All actions taken by the Executive Committee must be reported at the next Board meeting, or as soon thereafter as practicable.
The Executive Committee held no formal meetings during fiscal 2019, but took action by unanimous written consent.
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|
THE BOARD OF DIRECTORS
|
The Board implements its risk oversight function both as a whole and through committees, which play a significant role in carrying out risk oversight. While the Audit & Finance Committee is responsible for oversight of management’s risk management policies, oversight responsibility for particular areas of risk is allocated among the Board committees according to the committee’s area of responsibility as reflected in the committee charters.
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BOARD COMMITTEES
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|
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The
AUDIT & FINANCE COMMITTEE
oversees risks related to the Company’s financial statements, the financial reporting process, accounting, legal matters, investments, access to capital and capital deployment, currency risk and hedging programs, information security (including risks related to cyber security), and data protection. The 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 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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|
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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
CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE
oversees risks associated with corporate social purpose and company governance, including NIKE’s Code of Conduct and its compliance programs, and the structure and performance of the Board and its committees. The committee also oversees protection of the Company’s corporate reputation including issues that involve social and community engagement, workplace diversity and inclusion, and sustainability innovation relating to the Company’s products, its supply chain (including labor practices), and the environment.
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|
|
EXECUTIVE LEADERSHIP TEAM
|
Each committee chair works with one or more senior executives assigned to assist the committee in: developing agendas for the year and for each meeting, paying particular attention to areas of business risk identified by management, Board members, internal and external auditors, and in their committee charter; and scheduling agenda topics, presentations, and discussions regarding business risks within their area of responsibility. At meetings, the committees discuss areas of business risk, the potential impact, and management’s initiatives to manage business risk, often within the context of important business decisions. Through this process key business risk areas are reviewed at appropriate times, with some topics reviewed on several occasions throughout the year. At every Board meeting each committee chair provides a report to the full Board outlining its discussions and actions, including those affecting the oversight of various risks.
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|
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SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
|
Shareholders or interested parties desiring to communicate directly with the Board, with non-management directors, or with any individual director may do so in writing addressed to the intended recipient or recipients, c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. All such communications will be reviewed, compiled as necessary, and then forwarded to the designated recipient or recipients in a timely manner.
|
|
NAME
|
FEES EARNED OR
PAID IN CASH ($) |
|
STOCK
AWARDS (1)(2) ($) |
|
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) |
|
ALL OTHER
COMPENSATION (3) ($) |
|
TOTAL
($) |
Cathleen A. Benko
|
88,859
|
(4)
|
350,042
|
|
—
|
|
14,000
|
|
452,901
|
Elizabeth J. Comstock
|
100,000
|
|
175,009
|
|
—
|
|
20,000
|
|
295,009
|
John G. Connors
|
105,000
|
|
175,009
|
|
—
|
|
20,000
|
|
300,009
|
Timothy D. Cook
|
150,000
|
|
175,009
|
|
—
|
|
20,000
|
|
345,009
|
John J. Donahoe II
|
105,000
|
|
175,009
|
|
—
|
|
—
|
|
280,009
|
Alan B. Graf, Jr.
|
130,000
|
|
175,009
|
|
—
|
|
—
|
|
305,009
|
Peter B. Henry
|
100,000
|
|
175,009
|
|
—
|
|
—
|
|
275,009
|
Travis A. Knight
|
100,000
|
|
175,009
|
|
—
|
|
—
|
|
275,009
|
John C. Lechleiter
|
120,000
|
|
175,009
|
|
—
|
|
20,000
|
|
315,009
|
Michelle A. Peluso
|
100,000
|
|
175,009
|
|
—
|
|
20,000
|
|
295,009
|
Johnathan A. Rodgers
|
30,495
|
(5)
|
—
|
|
—
|
|
12,500
|
|
42,995
|
John W. Rogers, Jr.
|
54,396
|
(6)
|
175,047
|
|
—
|
|
20,000
|
|
249,443
|
John R. Thompson, Jr.
|
82,000
|
|
175,009
|
|
—
|
|
22,266
|
|
279,275
|
(1)
|
Represents the grant date fair value of restricted stock awards granted in fiscal 2019 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, 2019, non-employee directors held the following number of outstanding shares of unvested restricted stock: Ms. Benko, 4,312; Ms. Comstock, 2,050; Mr. Connors, 2,050; Mr. Cook, 2,050; Mr. Donahoe, 2,050; Mr. Graf, 2,050; Mr. Henry, 2,050; Mr. Knight, 2,050; Dr. Lechleiter, 2,050; Ms. Peluso, 2,050; Mr. Rogers, 2,355; and Mr. Thompson, 2,050.
|
(2)
|
As of May 31, 2019, non-employee directors held outstanding options for the following number of shares of our Class B Stock: Ms. Comstock, 90,000; Mr. Connors, 90,000; Mr. Cook, 90,000; Dr. Lechleiter, 90,000; and Mr. Rodgers, 90,000.
|
(3)
|
Includes matched contributions to charities in the following amounts: Ms. Benko, $14,000; Ms. Comstock, $20,000; Mr. Connors, $20,000; Mr. Cook, $20,000; Dr. Lechleiter, $20,000; Ms. Peluso, $20,000; Mr. Rodgers, $12,500; and Mr. Rogers, $20,000. For Mr. Thompson, includes medical and life insurance premiums of $22,266 paid by the Company.
|
(4)
|
Ms. Benko was appointed to the Board of Directors on July 12, 2018 (includes prorated annual retainer payments).
|
(5)
|
Mr. Rodgers did not stand for re-election at our 2018 annual meeting of shareholders and retired effective September 20, 2018 (includes prorated annual retainer payments).
|
(6)
|
Mr. Rogers was appointed to the Board of Directors on November 15, 2018 (includes prorated annual retainer payments).
|
•
|
An annual retainer of $100,000, paid in quarterly installments.
|
•
|
Upon appointment to the Board, a one-time, sign-on restricted stock award valued at $175,000 on the date of grant, generally, the date of appointment. The one-time, sign-on restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the anniversary of the date of grant.
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•
|
An annual restricted stock award valued at $175,000 on the date of grant, generally, the date of each annual meeting of shareholders. The annual restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the earlier of the next annual meeting and the anniversary of the date of grant.
|
•
|
For the Lead Independent Director, an annual retainer of $30,000, paid in quarterly installments.
|
•
|
For chairs of Board committees (other than the Executive Committee), an annual retainer of $20,000 for each committee chaired ($25,000 for the chair of the Audit & Finance Committee), paid in quarterly installments.
|
•
|
For Audit & Finance Committee members, an additional annual retainer of $5,000, paid in quarterly installments.
|
•
|
Payment or reimbursement of travel and other expenses incurred in attending Board meetings.
|
•
|
Matching charitable contributions under the NIKE Matching Gift Program, under which directors are eligible to contribute to qualified charitable organizations and the Company provides a matching contribution to the charities in an equal amount, up to $20,000 in the aggregate, for each director annually.
|
•
|
Mark G. Parker, Chairman, President, and Chief Executive Officer
|
•
|
Andrew Campion, Executive Vice President, and Chief Financial Officer
|
•
|
Eric D. Sprunk, Chief Operating Officer
|
•
|
Elliott J. Hill, President, Consumer and Marketplace
|
•
|
Hilary K. Krane, Executive Vice President, Chief Administrative Officer, and General Counsel
|
|
|
|
WE DO
|
|
WE DON’T DO
|
ü
Base a majority of total compensation on performance and retention incentives
ü
Mitigate undue risk associated with compensation by using multiple performance targets, caps on potential incentive payments, and a clawback policy
ü
Set annual and long-term incentive targets based on clearly disclosed, objective performance measures
ü
Require executive officers to hold NIKE stock through stock ownership guidelines
ü
Vest equity awards over time to promote retention with a minimum of one year vesting
ü
Provide only double-trigger change-in-control equity acceleration
ü
Conduct annual “say-on-pay” advisory votes
|
|
û
Retirement acceleration for restricted stock units (“RSUs”)
û
Payments of accumulated dividends on unearned RSUs until and unless shares are earned
û
Repricing of options without shareholder approval
û
Permit hedging transactions or short sales by executive officers
û
Pension or supplemental executive retirement plan
û
Significant perquisites
û
Tax gross-ups for perquisites
û
Employment contracts
û
Cash-based change-in-control benefits
û
Excise tax gross-ups upon change of control
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|
|
|
REVENUE
|
|
EPS
(1)
|
|
EBIT
|
In $ millions
|
|
In $/share
|
|
In $ millions
|
|
|
|
|
|
(1)
|
Excluded from the 2018 and 2019 results was the income tax benefit ($0.14 per share and $.07 per share, respectively) from adoption of a stock compensation accounting change in the first quarter of fiscal 2018 (Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2016-09).
|
•
|
Base Salary.
Based on the recommendation by the Committee, which was approved by the independent members of the Board in June 2018, Mr. Parker’s base salary increased to $1,700,000. Base salaries for Messrs. Campion and Sprunk increased to $1,050,000 and $1,150,000, respectively. Mr. Hill’s base salary was set at $1,150,000 and Ms. Krane’s base salary increased to $1,050,000.
|
•
|
Performance-Based Annual Incentive Plan.
The target award for Mr. Parker increased to 200%. Target awards for Messrs. Campion, and Sprunk remained the same. The target award for Mr. Hill was set at 100% of base salary. The target award for Ms. Krane increased to 100%. Based on financial performance goals set by the Committee in June 2018 and actual performance results, each Named Executive Officer’s bonus for fiscal 2019 was paid out at 122% of target.
|
•
|
Performance-Based Long-Term Incentive Plan.
The target awards for the fiscal 2019-2021 performance period were set in June 2018. The target award for Mr. Parker increased to $5,000,000. Target awards for Messrs. Campion and Sprunk remained the same at $1,000,000. The target award for Mr. Hill was set at $1,000,000. The target award for Ms. Krane increased to $1,000,000. Based on long-term financial performance goals set by the Committee in June 2016 and actual performance results, each Named Executive Officer received a payout for the fiscal 2017-2019 performance period of 0% of target.
|
•
|
Stock Options.
The annual awards for Messrs. Parker, Campion and Sprunk increased to 175,000, 80,000, and 90,000 option shares, respectively. Mr. Hill was awarded 90,000 option shares. Ms. Krane’s award increased to 80,000 option shares. Each award vests in equal annual installments over four years.
|
•
|
Restricted Stock Unit (RSU) Awards.
The annual award for Messrs. Parker, Campion, and Sprunk increased to $5,000,000, $1,150,000, and $1,250,000, respectively. The annual award value for Mr. Hill was set at $1,250,000. Ms. Krane’s award value increased to $1,150,000. Each award vests in equal annual installments over three years.
|
The Coca-Cola Company
|
Kimberly-Clark Corporation
|
Procter & Gamble Company
|
Colgate-Palmolive Company
|
Macy’s, Inc.
|
Starbucks Corporation
|
Comcast Corporation
|
McDonald’s Corporation
|
Target Corporation
|
FedEx Corporation
|
Microsoft Corporation
|
TJX Companies
|
The Gap, Inc.
|
Mondelez International, Inc.
|
The Walt Disney Company
|
Kellogg Company
|
Pepsico, Inc.
|
|
•
|
Base salary that reflects the executive’s accountabilities, skills, experience, performance, and potential
|
•
|
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
|
•
|
RSU awards and RSU 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
|
CEO 2019 TOTAL DIRECT COMPENSATION MIX
|
|
OTHER NEOs 2019 TOTAL DIRECT COMPENSATION MIX
|
|
|
|
NAMED EXECUTIVE OFFICER
|
FISCAL 2019 PSP TARGET AWARD
(% OF BASE SALARY) |
Mark G. Parker
|
200%
|
Andrew Campion
|
100%
|
Eric D. Sprunk
|
100%
|
Elliott J. Hill
|
100%
|
Hilary K. Krane
|
100%
|
FISCAL 2019 PSP PERFORMANCE GOAL
(Dollars in millions)
|
|||
% PAYOUT
|
THRESHOLD
50%
|
TARGET
100%
|
MAXIMUM
150%
|
EBIT
|
|
NAMED EXECUTIVE OFFICER
|
FISCAL 2019-2021 LTIP
AWARD TARGET ($) |
Mark G. Parker
|
5,000,000
|
Andrew Campion
|
1,000,000
|
Eric D. Sprunk
|
1,000,000
|
Elliott J. Hill
|
1,000,000
|
Hilary K. Krane
|
1,000,000
|
FISCAL 2019-2021 PERFORMANCE GOALS
(Dollars in millions, except per share data)
|
||||
% PAYOUT
|
THRESHOLD
50%
|
TARGET
100%
|
MAXIMUM
200%
|
|
Revenue
|
|
|
||
EPS
|
|
|
FISCAL 2017-2019 PERFORMANCE GOALS
(Dollars in millions, except per share data)
|
||||
% PAYOUT
|
THRESHOLD
50%
|
TARGET
100%
|
MAXIMUM
200%
|
|
Revenue
1
|
|
TOTAL PAYOUT:
0%
|
||
EPS
2
|
|
(1)
|
Cumulative revenues for fiscal 2017, fiscal 2018, and fiscal 2019.
|
(2)
|
Cumulative EPS for fiscal 2017, fiscal 2018, and fiscal 2019 adjusted for adoption of stock compensation accounting change in the first quarter of fiscal 2018 (FASB Accounting Standards Update 2016-09).
|
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
|
•
|
Cathleen A. Benko
|
•
|
Elizabeth J. Comstock
|
NAME AND PRINCIPAL
POSITION |
YEAR
|
SALARY
($) |
BONUS
(1)
($) |
|
STOCK
AWARDS (2) ($) |
OPTION
AWARDS (3) ($) |
NON-EQUITY
INCENTIVE PLAN COMPENSATION (4) ($) |
ALL OTHER
COMPENSATION (5) ($) |
TOTAL
($) |
Mark G. Parker
Chairman, President and Chief Executive Officer |
2019
|
1,676,923
|
—
|
|
5,000,012
|
3,052,000
|
4,091,695
|
147,392
|
13,968,022
|
2018
|
1,550,000
|
1,295,000
|
|
3,500,020
|
1,618,650
|
1,295,000
|
208,790
|
9,467,460
|
|
2017
|
1,550,000
|
—
|
|
3,500,035
|
1,542,750
|
6,261,144
|
997,570
|
13,851,499
|
|
Andrew Campion
Executive Vice President and Chief Financial Officer |
2019
|
1,038,461
|
—
|
|
1,150,073
|
1,395,200
|
1,266,925
|
32,049
|
4,882,708
|
2018
|
963,462
|
277,500
|
|
7,000,040
|
735,750
|
277,500
|
63,514
|
9,317,766
|
|
2017
|
889,231
|
—
|
|
750,053
|
701,250
|
1,513,176
|
92,546
|
3,946,256
|
|
Eric D. Sprunk
Chief Operating Officer |
2019
|
1,142,308
|
—
|
|
1,250,022
|
1,569,600
|
1,393,620
|
33,879
|
5,389,429
|
2018
|
1,092,308
|
277,500
|
|
7,000,040
|
833,850
|
277,500
|
80,560
|
9,561,758
|
|
2017
|
1,042,308
|
—
|
|
750,053
|
794,750
|
1,603,277
|
253,713
|
4,444,101
|
|
Elliott J. Hill
(6)
President, Consumer & Marketplace |
2019
|
1,119,738
|
—
|
|
1,250,022
|
1,569,600
|
1,366,085
|
69,968
|
5,375,413
|
Hilary K. Krane
(6)
Executive Vice President, Chief Administrative Officer & General Counsel |
2019
|
1,026,923
|
—
|
|
1,150,073
|
1,395,200
|
1,252,850
|
31,846
|
4,856,892
|
2018
|
892,308
|
185,000
|
|
4,850,042
|
686,700
|
185,000
|
58,524
|
6,857,574
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents one-time, discretionary cash bonuses awarded to certain executive officers for fiscal 2018 to normalize their compensation to that of non-executive officers. The non-executive officers had received a higher payout under the 2016-2018 LTIP because their payout was able to be adjusted for the impact of the Tax Cuts and Jobs Act.
|
(2)
|
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.
|
(3)
|
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, 2019.
|
(4)
|
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
|
2019
|
4,091,695
|
|
—
|
|
4,091,695
|
|
2018
|
—
|
|
1,295,000
|
|
1,295,000
|
|
2017
|
1,642,194
|
|
4,618,950
|
|
6,261,144
|
Andrew Campion
|
2019
|
1,266,925
|
|
—
|
|
1,266,925
|
|
2018
|
—
|
|
277,500
|
|
277,500
|
|
2017
|
523,401
|
|
989,775
|
|
1,513,176
|
Eric D. Sprunk
|
2019
|
1,393,620
|
|
—
|
|
1,393,620
|
|
2018
|
—
|
|
277,500
|
|
277,500
|
|
2017
|
613,502
|
|
989,775
|
|
1,603,277
|
Elliott J. Hill
|
2019
|
1,366,085
|
|
—
|
|
1,366,085
|
Hilary K. Krane
|
2019
|
1,252,850
|
|
—
|
|
1,252,850
|
|
2018
|
—
|
|
185,000
|
|
185,000
|
(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.
|
(5)
|
For fiscal 2019 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 $4,846; (b) matching contributions by us to the 401(k) Savings and Profit Sharing Plan in the amount of $13,750, and (c) profit‑sharing contributions by us to the Deferred Compensation Plan in the following amounts: $24,704 for Mr. Parker, $13,453 for Mr. Campion, $15,283 for Mr. Sprunk, $25,764 for Mr. Hill, and $13,250 for Ms. Krane. For Mr. Hill also includes $10,000 in compensation in recognition of 30 years of service with the Company, and associated tax reimbursement in the amount of $5,004, pursuant to our Valued Service Award Program, under which all employees receive cash awards and associated tax reimbursements in recognition of their significant service anniversaries with the Company. The amount for Mr. Hill also includes spousal travel and attendance at a Company-sponsored function, Company-related merchandise, and financial advisory services. For Mr. Parker, includes the cost of daily residential security, including monitoring, patrols, and installation at primary residence provided by the
|
(6)
|
Because Mr. Hill was only a Named Executive Officer for fiscal 2019 and Ms. Krane was only a Named Executive Officer for fiscal 2019 and 2018, no disclosure is included as to Mr. Hill for fiscal 2018 or fiscal 2017 or as to Ms. Krane for fiscal 2017.
|
|
|
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS |
|
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3) |
|
ALL OTHER OPTION
AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (4) |
EXERCISE
OR BASE PRICE OF OPTION AWARDS |
GRANT DATE
FAIR VALUE OF STOCK AND OPTION AWARDS (5) |
||||
|
|
THRESHOLD
|
|
TARGET
|
|
MAXIMUM
|
||||||
NAME
|
GRANT DATE
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
($/SH)
|
($)
|
Mark G. Parker
|
6/20/2018
|
1,700,000
|
(1)
|
3,400,000
|
(1)
|
5,100,000
|
(1)
|
|
|
|
|
|
|
6/20/2018
|
2,500,000
|
(2)
|
5,000,000
|
(2)
|
10,000,000
|
(2)
|
|
|
|
|
|
|
8/1/2018
|
|
|
|
|
|
|
64,483
|
|
|
|
5,000,012
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
175,000
|
77.54
|
3,052,000
|
Andrew Campion
|
6/20/2018
|
525,000
|
(1)
|
1,050,000
|
(1)
|
1,575,000
|
(1)
|
|
|
|
|
|
|
6/20/2018
|
500,000
|
(2)
|
1,000,000
|
(2)
|
2,000,000
|
(2)
|
|
|
|
|
|
|
8/1/2018
|
|
|
|
|
|
|
14,832
|
|
|
|
1,150,073
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
80,000
|
77.54
|
1,395,200
|
Eric D. Sprunk
|
6/20/2018
|
575,000
|
(1)
|
1,150,000
|
(1)
|
1,725,000
|
(1)
|
|
|
|
|
|
|
6/20/2018
|
500,000
|
(2)
|
1,000,000
|
(2)
|
2,000,000
|
(2)
|
|
|
|
|
|
|
8/1/2018
|
|
|
|
|
|
|
16,121
|
|
|
|
1,250,022
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
90,000
|
77.54
|
1,569,600
|
Elliott J. Hill
|
6/20/2018
|
575,000
|
(1)
|
1,150,000
|
(1)
|
1,725,000
|
(1)
|
|
|
|
|
|
|
6/20/2018
|
500,000
|
(2)
|
1,000,000
|
(2)
|
2,000,000
|
(2)
|
|
|
|
|
|
|
8/1/2018
|
|
|
|
|
|
|
16,121
|
|
|
|
1,250,022
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
90,000
|
77.54
|
1,569,600
|
Hilary K. Krane
|
6/20/2018
|
525,000
|
(1)
|
1,050,000
|
(1)
|
1,575,000
|
(1)
|
|
|
|
|
|
|
6/20/2018
|
500,000
|
(2)
|
1,000,000
|
(2)
|
2,000,000
|
(2)
|
|
|
|
|
|
|
8/1/2018
|
|
|
|
|
|
|
14,832
|
|
|
|
1,150,073
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
80,000
|
77.54
|
1,395,200
|
(1)
|
These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2019 under our Executive Performance Sharing Plan. Under this plan, the Compensation Committee approved target awards for fiscal 2019 based on a percentage of the executive’s base salary paid during fiscal 2019 as follows: Mr. Parker, 200%; Mr. Campion, 100%; Mr. Sprunk, 100%; Mr. Hill, 100%; and Ms. Krane, 100%. The Committee also established a series of performance targets based on our earnings before interest and taxes (“EBIT”) for fiscal 2019 (excluding the effect of acquisitions, divestitures, or 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 EBIT for fiscal 2019 required to earn the target award payout was $4,685 million. The EBIT for fiscal 2019 required to earn the 150% maximum payout was $5,060 million. The EBIT for fiscal 2019 required to earn the 50% threshold payout was $4,310 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, viewed holistically. Actual award payouts earned in fiscal 2019 and paid in fiscal 2020 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 2019-2021 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, viewed holistically. For cumulative revenues over the performance period, the target payout requires revenues of $122,826 million, the 50% threshold payout requires revenues of $118,162 million, and the 200% maximum payout requires revenues of $132,521 million. For cumulative EPS over the performance period, the target payout requires EPS of $8.11, the 50% threshold payout requires EPS of $7.51, and the 200% maximum payout requires EPS of $9.40. Under the terms of the awards, on the first payroll period ending in August 2021 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)
|
These amounts represent grants of restricted stock units under our Stock Incentive Plan which vest in three equal installments on the first three anniversaries of the grant date. Vesting will be accelerated in certain circumstances as described in the section below titled “Potential Payments Upon Termination or Change-in-Control”. Dividends are payable on restricted stock units only upon vesting.
|
(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 in the section below titled “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 units 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 $17.44 per share calculated using the Black-Scholes option pricing model. These are the same values for these equity awards used under accounting guidance applicable to stock-based compensation. The assumptions made in determining option values are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2019.
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
||||||||||||||
NAME
|
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
|
NUMBER OF
SECURITIES UNDERLYING UNEXERCISABLE OPTIONS (#) (1) |
|
|
OPTION
EXERCISE PRICE ($) |
|
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
|
660,000
|
|
—
|
|
|
17.2400
|
|
7/16/2020
|
|
|
|
|
|
|
|
||
|
660,000
|
|
—
|
|
|
22.9250
|
|
7/15/2021
|
|
|
|
|
|
|
|
||
|
660,000
|
|
—
|
|
|
23.2700
|
|
7/20/2022
|
|
|
|
|
|
|
|
||
|
330,000
|
|
—
|
|
|
31.6750
|
|
7/19/2023
|
|
|
|
|
|
|
|
||
|
330,000
|
|
—
|
|
|
38.7600
|
|
7/18/2024
|
|
|
|
|
|
|
|
||
|
247,500
|
|
82,500
|
|
(2)
|
56.4000
|
|
7/17/2025
|
|
|
|
|
|
|
|
||
|
82,500
|
|
82,500
|
|
(3)
|
57.8700
|
|
7/15/2026
|
|
|
|
|
|
|
|
||
|
41,250
|
|
123,750
|
|
(4)
|
59.1000
|
|
7/20/2027
|
|
|
|
|
|
|
|
||
|
—
|
|
175,000
|
|
(5)
|
77.5400
|
|
8/1/2028
|
|
346,306
|
|
(6)
|
26,714,045
|
|
166,636
|
(11)
|
12,854,301
|
Andrew Campion
|
120,000
|
|
—
|
|
|
23.2700
|
|
7/20/2022
|
|
|
|
|
|
|
|
||
|
60,000
|
|
—
|
|
|
31.6750
|
|
7/19/2023
|
|
|
|
|
|
|
|
||
|
80,000
|
|
—
|
|
|
38.7600
|
|
7/18/2024
|
|
|
|
|
|
|
|
||
|
90,000
|
|
30,000
|
|
(2)
|
56.4000
|
|
7/17/2025
|
|
|
|
|
|
|
|
||
|
37,500
|
|
37,500
|
|
(3)
|
57.8700
|
|
7/15/2026
|
|
|
|
|
|
|
|
||
|
18,750
|
|
56,250
|
|
(4)
|
59.1000
|
|
7/20/2027
|
|
|
|
|
|
|
|
||
|
—
|
|
80,000
|
|
(5)
|
77.5400
|
|
8/1/2028
|
|
131,955
|
|
(7)
|
10,179,009
|
|
|
|
|
Eric D. Sprunk
|
120,000
|
|
—
|
|
|
38.7600
|
|
7/18/2024
|
|
|
|
|
|
|
|
||
|
120,000
|
|
40,000
|
|
(2)
|
56.4000
|
|
7/17/2025
|
|
|
|
|
|
|
|
||
|
42,500
|
|
42,500
|
|
(3)
|
57.8700
|
|
7/15/2026
|
|
|
|
|
|
|
|
||
|
21,250
|
|
63,750
|
|
(4)
|
59.1000
|
|
7/20/2027
|
|
|
|
|
|
|
|
||
|
—
|
|
90,000
|
|
(5)
|
77.5400
|
|
8/1/2028
|
|
133,244
|
|
(8)
|
10,278,442
|
|
|
|
|
Elliott J. Hill
|
34,100
|
|
—
|
|
|
23.2700
|
|
7/20/2022
|
|
|
|
|
|
|
|
||
|
90,000
|
|
—
|
|
|
31.6750
|
|
7/19/2023
|
|
|
|
|
|
|
|
||
|
90,000
|
|
—
|
|
|
38.7600
|
|
7/18/2024
|
|
|
|
|
|
|
|
||
|
67,500
|
|
22,500
|
|
(2)
|
56.4000
|
|
7/17/2025
|
|
|
|
|
|
|
|
||
|
25,000
|
|
25,000
|
|
(3)
|
57.8700
|
|
7/15/2026
|
|
|
|
|
|
|
|
||
|
12,500
|
|
37,500
|
|
(4)
|
59.1000
|
|
7/20/2027
|
|
|
|
|
|
|
|
||
|
—
|
|
90,000
|
|
(5)
|
77.5400
|
|
8/1/2028
|
|
114,423
|
|
(9)
|
8,826,590
|
|
|
|
|
Hilary K. Krane
|
110,000
|
|
—
|
|
|
31.6750
|
|
7/19/2023
|
|
|
|
|
|
|
|
||
|
110,000
|
|
—
|
|
|
38.7600
|
|
7/18/2024
|
|
|
|
|
|
|
|
||
|
97,500
|
|
32,500
|
|
(2)
|
56.4000
|
|
7/17/2025
|
|
|
|
|
|
|
|
||
|
35,000
|
|
35,000
|
|
(3)
|
57.8700
|
|
7/15/2026
|
|
|
|
|
|
|
|
||
|
17,500
|
|
52,500
|
|
(4)
|
59.1000
|
|
7/20/2027
|
|
|
|
|
|
|
|
||
|
—
|
|
80,000
|
|
(5)
|
77.5400
|
|
8/1/2028
|
|
95,270
|
|
(10)
|
7,349,128
|
|
|
|
|
(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 17, 2019.
|
(3)
|
50% of these options vested on July 15, 2019 and 50% will vest on July 15, 2020.
|
(4)
|
33.3% of these options vested on July 20, 2019, 33.3% will vest on July 20, 2020, and 33.3% will vest on July 20, 2021.
|
(5)
|
25% of these options will vest on August 1, 2019, 25% will vest on August 1, 2020, 25% will vest on August 1, 2021, and 25% will vest on August 1, 2022.
|
(6)
|
20,160 of these restricted shares vested on July 15, 2019. An additional 19,741 of these restricted shares vested on July 20, 2019 and 19,740 of these restricted shares will vest on July 20, 2020. 21,495 of these RSUs will vest on August 1, 2019, 21,494 of these RSUs will vest on August 1, 2020, and 21,494 of these RSUs will vest on August 1, 2021. An additional 222,182 of these RSUs will vest on June 30, 2020.
|
(7)
|
4,320 of these restricted shares vested on July 15, 2019. An additional 5,640 of these restricted shares vested on July 20, 2019 and 5,640 of these restricted shares will vest on July 20, 2020. 4,944 of these RSUs will vest on August 1, 2019, 4,944 of these RSUs will vest on August 1, 2020, and 4,944 of these RSUs will vest on August 1, 2021. An additional 101,523 of these RSUs will vest on July 20, 2020.
|
(8)
|
4,320 of these restricted shares vested on July 15, 2019. An additional 5,640 of these restricted shares vested on July 20, 2019 and 5,640 of these restricted shares will vest on July 20, 2020. 5,374 of these RSUs will vest on August 1, 2019, 5,374 of these RSUs will vest on August 1, 2020, and 5,373 of these RSUs will vest on August 1, 2021. An additional 101,523 of these RSUs will vest on July 20, 2020.
|
(9)
|
2,880 of these restricted shares vested on July 15, 2019. An additional 3,384 of these restricted shares vested on July 20, 2019 and 3,384 of these restricted shares will vest on July 20, 2020. 5,374 of these RSUs will vest on August 1, 2019, 5,374 of these RSUs will vest on August 1, 2020, and 5,373 of these RSUs will vest on August 1, 2021. An additional 88,654 of these RSUs will vest on July 17, 2020.
|
(10)
|
3,168 of these restricted shares vested on July 15, 2019. An additional 4,794 of these restricted shares vested on July 20, 2019 and 4,794 of these restricted shares will vest on July 20, 2020. 4,944 of these RSUs will vest on August 1, 2019, 4,944 of these RSUs will vest on August 1, 2020, and 4,944 of these RSUs will vest on August 1, 2021. An additional 67,682 of these RSUs will vest on July 20, 2020.
|
(11)
|
This figure represents performance at threshold, 50% of target. These RSUs 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. Actual payout will depend on actual performance, which could range from 0 to 100%.
|
|
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
|
735,000
|
|
47,080,061
|
|
|
60,587
|
4,687,585
|
Andrew Campion
|
103,000
|
|
5,879,392
|
|
|
13,655
|
1,055,621
|
Eric D. Sprunk
|
235,000
|
|
11,354,503
|
|
|
14,393
|
1,113,001
|
Elliott J. Hill
|
—
|
|
—
|
|
|
8,629
|
667,165
|
Hilary K. Krane
|
—
|
|
—
|
|
|
11,213
|
866,851
|
|
NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
|
|
WEIGHTED-
AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) |
|
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) |
|
|
PLAN CATEGORY
|
(a)
|
|
|
(b)
|
|
(c)
|
|
|
Equity compensation plans approved by shareholders
|
95,526,269
|
|
(2)
|
|
$50.5684
|
|
76,725,162
|
(3)
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
6,108,688
|
(4)
|
|
Total
|
95,526,269
|
|
|
|
$50.5684
|
|
82,833,850
|
|
(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 95,526,269 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 67,321,612 shares available for future issuance under the Stock Incentive Plan and 9,403,550 shares available for future issuance under the Employee Stock Purchase Plan.
|
(4)
|
Includes 6,108,688 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan as described above under “Elements of Our Compensation Program - Employee Stock Purchase Plan”.
|
NAME
|
PLAN
NAME |
EXECUTIVE
CONTRIBUTIONS IN FISCAL 2019 (1) |
|
NIKE CONTRIBUTIONS
IN FISCAL 2019 (1) |
|
AGGREGATE EARNINGS
IN FISCAL 2019 |
|
AGGREGATE
WITHDRAWALS/ DISTRIBUTIONS IN FISCAL 2019 |
|
AGGREGATE
BALANCE AT 5/31/2019 (1) |
|
||||
Mark G. Parker
|
DCP
|
$
|
937,231
|
|
$
|
98,296
|
|
$
|
299,041
|
|
—
|
|
$
|
19,067,838
|
|
Andrew Campion
|
DCP
|
$
|
259,615
|
|
$
|
40,932
|
|
$
|
82,398
|
|
—
|
|
$
|
1,747,982
|
|
Eric D. Sprunk
|
DCP
|
$
|
277,500
|
|
$
|
48,297
|
|
$
|
72,040
|
|
—
|
|
$
|
12,489,567
|
|
Elliott J. Hill
|
DCP
|
$
|
—
|
|
$
|
40,978
|
|
$
|
455,295
|
|
—
|
|
$
|
7,866,496
|
|
Hilary K. Krane
|
DCP
|
$
|
279,385
|
|
$
|
35,942
|
|
$
|
96,234
|
|
—
|
|
$
|
4,864,672
|
|
(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 2019 based on fiscal 2018 results; these amounts are also included in amounts reported for fiscal 2018 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, $16,556,232; Mr. Campion, $1,010,825; Mr. Sprunk, $5,070,662; Mr. Hill, $40,978; and Ms. Krane, $762,566.
|
•
|
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
|
$
|
52,422,647
|
|
$
|
5,533,275
|
|
$
|
57,955,922
|
|
Andrew Campion
|
$
|
10,179,009
|
|
$
|
2,359,575
|
|
$
|
12,538,584
|
|
Eric D. Sprunk
|
$
|
10,278,442
|
|
$
|
2,798,625
|
|
$
|
13,077,067
|
|
Elliott J. Hill
|
$
|
8,826,590
|
|
$
|
1,624,900
|
|
$
|
10,451,490
|
|
Hilary K. Krane
|
$
|
7,349,128
|
|
$
|
2,295,600
|
|
$
|
9,644,728
|
|
(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, 2019.
|
(2)
|
Information regarding outstanding unvested 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 aggregate value as of May 31, 2019 of those options using the excess of the per share closing price of our Class B Stock on May 31, 2019 over the per share exercise price, multiplied by the number of unvested option shares for each Named Executive Officer.
|
•
|
The employee identified at the median of all NIKE employees (other than our CEO) was a retail store employee in the United States;
|
•
|
The annual total compensation of the median employee was $25,386;
|
•
|
The annual total compensation of our CEO, Mr. Parker, was $13,968,022; and
|
•
|
The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 550 to 1.
|
Slovakia
|
1
|
|
Hungary
|
74
|
|
Vietnam
|
193
|
Slovenia
|
1
|
|
Sweden
|
83
|
|
Greece
|
201
|
United Arab Emirates
|
5
|
|
Indonesia
|
88
|
|
Israel
|
204
|
Sri Lanka
|
6
|
|
Czech Republic
|
89
|
|
Austria
|
205
|
Philippines
|
23
|
|
Denmark
|
90
|
|
Portugal
|
209
|
Croatia
|
25
|
|
India
|
99
|
|
South Africa
|
212
|
Macao
|
34
|
|
Switzerland
|
112
|
|
Poland
|
238
|
New Zealand
|
53
|
|
Ireland
|
121
|
|
Turkey
|
445
|
Uruguay
|
67
|
|
Malaysia
|
167
|
|
Hong Kong
|
454
|
Norway
|
71
|
|
Thailand
|
182
|
|
|
|
•
|
Reviewed and discussed the audited financial statements with management.
|
•
|
Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) Statement on Auditing Standards No. 16 Communications with Audit Committees and the SEC.
|
•
|
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 II
|
|
TITLE OF CLASS
|
SHARES BENEFICIALLY
OWNED (1) |
|
PERCENT OF
CLASS (2) |
|
Cathleen A. Benko
|
Class B
|
4,312
|
|
—
|
|
Elizabeth J. Comstock
|
Class B
|
104,813
|
(3)
|
—
|
|
John G. Connors
|
Class B
|
130,653
|
(3)
|
—
|
|
Timothy D. Cook
|
Class B
|
110,813
|
(3)
|
—
|
|
John J. Donahoe II
|
Class B
|
19,045
|
|
—
|
|
Alan B. Graf, Jr.
|
Class B
|
197,765
|
|
—
|
|
Peter B. Henry
|
Class B
|
4,466
|
|
—
|
|
Travis A. Knight
|
Class A
|
39,856,369
|
(4)
|
12.7
|
%
|
|
Class B
|
39,876,642
|
(4)
|
3.1
|
%
|
John C. Lechleiter
|
Class B
|
153,051
|
(3)
|
—
|
|
Mark G. Parker
(5)
|
Class B
|
4,528,704
|
(3)(6)
|
0.4
|
%
|
Michelle A. Peluso
|
Class B
|
19,149
|
|
—
|
|
John W. Rogers, Jr.
|
Class B
|
7,355
|
|
—
|
|
John R. Thompson, Jr.
|
Class B
|
80,347
|
(7)
|
—
|
|
Andrew Campion
(5)
|
Class B
|
515,980
|
(3)
|
—
|
|
Eric D. Sprunk
(5)
|
Class B
|
438,990
|
(3)
|
—
|
|
Elliott J. Hill
(5)
|
Class B
|
406,590
|
(3)
|
—
|
|
Hilary K. Krane
(5)
|
Class B
|
536,065
|
(3)(6)
|
—
|
|
|
TITLE OF CLASS
|
|
SHARES BENEFICIALLY
OWNED (1) |
|
PERCENT OF
CLASS (2) |
|
|
Sojitz Corporation of America
|
Preferred
|
(8)
|
300,000
|
|
100.0
|
%
|
|
1211 S.W. 5th Ave, Pacwest Center, Ste. 2220,
Portland, OR 97204 |
|
|
|
|
|
||
Philip H. Knight
One Bowerman Drive, Beaverton, OR 97005 |
Class A
|
|
21,054,487
|
(9)
|
6.7
|
%
|
|
Class B
|
|
32,440,174
|
(10)
|
2.6
|
%
|
||
Swoosh, LLC
22990 NW Bennett Street, Hillsboro, OR 97124 |
Class A
|
|
245,000,000
|
(11)
|
77.7
|
%
|
|
Class B
|
|
245,000,000
|
|
16.3
|
%
|
||
Travis A. Knight 2009 Irrevocable Trust II
22990 NW Bennett Street, Hillsboro, OR 97124 |
Class A
|
|
39,856,369
|
(4)
|
12.7
|
%
|
|
Class B
|
|
39,856,369
|
(4)
|
3.1
|
%
|
||
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355 |
Class B
|
|
104,935,348
|
(12)
|
8.2
|
%
|
|
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 |
Class B
|
|
86,268,224
|
(13)
|
6.8
|
%
|
|
Capital World Investors
333 South Hope Street, Los Angeles, CA 90071 |
Class B
|
|
63,881,684
|
(14)
|
5.0
|
%
|
|
All directors and executive officers as a group (19 persons)
|
Class A
|
|
39,856,369
|
(4)
|
12.7
|
%
|
|
Class B
|
|
48,071,714
|
(3)(4)
|
3.8
|
%
|
(1)
|
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.
|
(2)
|
Omitted if less than 0.1 percent.
|
(3)
|
These amounts include the right to acquire the following numbers of shares within 60 days after June 30, 2019 pursuant to the exercise of stock options: 90,000 shares for Ms. Comstock, 90,000 shares for Mr. Connors, 90,000 shares for Mr. Cook, 90,000 shares for Dr. Lechleiter, 3,011,250 shares for Mr. Parker, 406,250 shares for Mr. Campion, 303,750 shares for Mr. Sprunk, 319,100 shares for Mr. Hill, 370,000 shares for Ms. Krane, and 6,118,850 shares for the executive officer and director group.
|
(4)
|
Includes 20,713,989 shares of Class A Stock 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 shares of Class A Stock 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.
|
(5)
|
Named Executive Officer listed in the Summary Compensation Table.
|
(6)
|
Includes shares held in accounts under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan for Mr. Parker and Ms. Krane in the amounts of 36,011 and 117, respectively.
|
(7)
|
Includes 33,534 shares credited to Mr. Thompson’s account under the NIKE, Inc. Deferred Compensation Plan.
|
(8)
|
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.
|
(9)
|
Does not include 521,792 shares of Class A Stock that are owned by Mr. Philip Knight’s spouse. Mr. Philip Knight has disclaimed ownership of all such shares. Mr. Philip Knight holds the position Chairman Emeritus, and has a standing invitation to attend all meetings of the Board as a non-voting observer.
|
(10)
|
Does not include: (a) 521,792 shares of Class A Stock that are owned by Mr. Philip Knight’s spouse, and (b) 22,336,056 shares of Class B Stock held by the Knight Foundation, a charitable foundation in which Mr. Philip Knight and his spouse are directors. Mr. Philip Knight has disclaimed ownership of all such shares. Mr. Philip Knight holds the position Chairman Emeritus, and has a standing invitation to attend all meetings of the Board as a non-voting observer.
|
(11)
|
Information provided as of July 18, 2018 in the Form 4 filed by the shareholder.
|
(12)
|
Information provided as of February 11, 2019 in Schedule 13G filed by the shareholder.
|
(13)
|
Information provided as of February 5, 2019 in Schedule 13G filed by the shareholder.
|
(14)
|
Information provided as of February 12, 2019 in Schedule 13B filed by the shareholder.
|
|
|
|
|
||
|
|
Your vote matters - here's how to vote!
|
|||
|
|
|
You may vote online or by phone instead of mailing this card.
|
||
|
|
|
|
|
Votes submitted electronically must be received by 11:59 P.M., Eastern Time, on September 18, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
Online
Go to www.edocumentview.com/NKE or scan the QR code — login details are located in the shaded bar below.
|
|
|||||
|
|
|
|
|
Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
|
|
|||||
|
|
|
|
|
Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/NKE
|
|
|
|
|||
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
|
|
A
|
Proposals — The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1 and a vote
FOR
Proposals 2 and 3.
|
|
1. Class A director nominees: To elect a Board of Directors for the ensuing year.
|
||||||||||||||||
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
01 - Cathleen A. Benko
|
|
☐
|
|
☐
|
|
02 - Elizabeth J. Comstock
|
|
☐
|
|
☐
|
|
03 - John G. Connors
|
|
☐
|
|
☐
|
04 - Timothy D. Cook
|
|
☐
|
|
☐
|
|
05 - John J. Donahoe II
|
|
☐
|
|
☐
|
|
06 - Travis A. Knight
|
|
☐
|
|
☐
|
07 - Mark G. Parker
|
|
☐
|
|
☐
|
|
08 - John W. Rogers, Jr.
|
|
☐
|
|
☐
|
|
09 - John R. Thompson, Jr.
|
|
☐
|
|
☐
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
To approve executive compensation by an advisory vote.
|
|
☐
|
|
☐
|
|
☐
|
|
3.
|
|
To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
|
|
☐
|
|
☐
|
|
☐
|
4.
|
|
To transact such other business as may properly come before the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
|
Authorized Signatures — This section must be completed for your vote to count. Please 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.
|
|
Small steps make an impact.
|
|
||
|
|
|
||
|
Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/NKE
|
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
C
|
Non-Voting Items
|
Change of Address — Please print new address below.
|
|
|
|
|
|
|
||
|
|
Your vote matters - here's how to vote!
|
|||
|
|
|
You may vote online or by phone instead of mailing this card.
|
||
|
|
|
|
|
Votes submitted electronically must be received by 11:59 P.M., Eastern Time, on September 18, 2019.
|
|
|||||
|
|
|
|
|
Online
Go to www.edocumentview.com/NKE or scan the QR code — login details are located in the shaded bar below.
|
|
|||||
|
|
|
|
|
Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
|
|
|||||
|
|
|
|
|
Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/NKE
|
|
|
|
|
||
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
|
|
Annual Meeting Proxy Card
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
A
|
Proposals — The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1 AND a vote
FOR
Proposals 2 and 3.
|
|
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 - Peter B. Henry
|
|
☐
|
|
☐
|
|
03 - Michelle A. Peluso
|
|
☐
|
|
☐
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
To approve executive compensation by an advisory vote.
|
|
☐
|
|
☐
|
|
☐
|
|
3.
|
|
To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
|
|
☐
|
|
☐
|
|
☐
|
4.
|
|
To transact such other business as may properly come before the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
|
Authorized Signatures — This section must be completed for your vote to count. Please 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.
|
|
Small steps make an impact.
|
|
||
|
|
|
||
|
Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/NKE
|
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN TH ENCLOSED ENVELOPE.
|
C
|
Non-Voting Items
|
Change of Address — Please print new address below.
|
|
|