NIKE Inc
For the period ended May 31, 2024. Filed Jul 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 31, 2024 · Filed Jul 25, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x Filed by a Party other than the Registrant ¨ | |
|---|---|
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
NIKE, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
| x | No fee required | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | 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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| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | 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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MESSAGE FROM OUR
EXECUTIVE CHAIRMAN
| To Our Shareholders:At Nike, we know that victory on game day is enabled by the practice and preparation that precede it. Similarly, we know that growth is enabled by strong corporate governance. That is why the Board of Directors is committed to effective and independent oversight, transparency, and continuous improvement—because in business and in sport, there is no finish line.Fiscal 2024 saw our Board membership continue to evolve. As part of our evergreen approach to Board refreshment, we are continually assessing Board composition to ensure that we maintain the right mix of experiences, attributes, and skills to effectively oversee and guide Nike. At the beginning of the fiscal year, Maria Henry joined the Board as an independent director, complementing and enhancing the Board with her strong experience, including across finance, global business, and governance. And at the end of the fiscal year, Alan Graf, Jr., announced that he will not be standing for re-election this year. We have deeply valued Alan's many contributions to the Board over more than 20 years of service, including his unique insights and perspective and his leadership, most recently as Chair of the Audit & Finance Committee. We will miss him, but know that we remain well-positioned to oversee Nike's next steps thanks to our evergreen refreshment process.As we look ahead to those next steps, Nike continues to engage with shareholders. The Board deeply values shareholder feedback and incorporates that feedback into our discussions and decision making. And we are pleased that, during fiscal 2024 engagements, shareholders recognized and responded positively to our responsiveness to feedback on governance, while continuing the dialogue.We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Tuesday, September 10, 2024, at 9:00 A.M. Pacific Time. Whether or not you plan to attend, the prompt execution and return of your proxy card will ensure that your shares are represented at the meeting. Thank you for your continued support.Sincerely, | "In business and in sport, there is no finish line." |
|---|---|
| MARK PARKER, EXECUTIVE CHAIRMAN | |
| July 25, 2024 | |
1 NIKE, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS OF NIKE, INC.
You are cordially invited to the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of NIKE, Inc., an Oregon corporation ("NIKE" or the "Company"):
| DATE AND TIME: Tuesday, September 10, 2024, at 9:00 A.M. Pacific Time | LOCATION:This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2024 |
|---|
ITEMS OF BUSINESS:
| PROPOSAL | PAGE REFERENCE | ||
|---|---|---|---|
| 1To elect the 12 directors named in the accompanying proxy statement for the ensuing year. | Page 4 | ||
| Class A Will elect nine directors. | Class BWill elect three directors. | ||
| Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals. | |||
| 2To approve executive compensation by an advisory vote. | Page 28 | ||
| 3To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. | Page 55 | ||
| 4To consider a shareholder proposal regarding supplemental pay equity disclosure, if properly presented at the meeting. | Page 57 | ||
| 5To consider a shareholder proposal regarding a supply chain management report, if properly presented at the meeting. | Page 60 | ||
| 6To consider a shareholder proposal regarding worker-driven social responsibility, if properly presented at the meeting. | Page 63 | ||
| 7To consider a shareholder proposal regarding environmental targets, if properly presented at the meeting. | Page 65 | ||
| 8To consider a shareholder proposal regarding a divisive partnerships congruency report, if properly presented at the meeting. | Page 67 | ||
| 9To transact such other business as may properly come before the meeting. | |||
The Annual Meeting will be held in a virtual format only. We are continuing to use this format because, based on the success of our last three annual meetings, we believe it provides greater accessibility, encourages broader shareholder participation, and helps reduce costs, while still allowing us to provide shareholders the same rights and opportunities to participate as an in-person meeting. Shareholders of record at the close of business on July 10, 2024, the record date fixed by the Board of Directors, may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2024 and enter the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, voting instructions form, or proxy card. Questions may be submitted in advance of the Annual Meeting by visiting www.proxyvote.com and entering your 16-digit control number.
By Order of the Board of Directors,
Mary Hunter
Vice President, Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 10, 2024. The proxy statement and NIKE, Inc.'s 2024 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
2024 PROXY STATEMENT 2
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 2 | |
| CORPORATE GOVERNANCE | 4 | |
| PROPOSAL 1 | Election of Directors | 4 |
| NIKE, Inc. Board of Directors | 5 | |
| Board Structure and Responsibilities | 20 | |
| Code of Conduct | 24 | |
| Capital Structure | 24 | |
| Shareholder Engagement | 25 | |
| Director Compensation for Fiscal 2024 | 26 | |
| EXECUTIVE COMPENSATION | 28 | |
| PROPOSAL 2 | Shareholder Advisory Vote to Approve Executive Compensation | 28 |
| Compensation Discussion and Analysis | 29 | |
| Executive Compensation Tables | 42 | |
| AUDIT MATTERS | 55 | |
| PROPOSAL 3 | Ratification of Appointment of Independent Registered Public Accounting Firm | 55 |
| Report of the Audit & Finance Committee | 56 | |
| SHAREHOLDER PROPOSALS | 57 | |
| PROPOSAL 4 | Shareholder Proposal Regarding Supplemental Pay Equity Disclosure | 57 |
| PROPOSAL 5 | Shareholder Proposal Regarding a Supply Chain Management Report | 60 |
| PROPOSAL 6 | Shareholder Proposal Regarding Worker-Driven Social Responsibility | 63 |
| PROPOSAL 7 | Shareholder Proposal Regarding Environmental Targets | 65 |
| PROPOSAL 8 | Shareholder Proposal Regarding a Divisive Partnerships Congruency Report | 67 |
| STOCK OWNERSHIP INFORMATION | 69 | |
| Stock Holdings of Certain Owners and Management | 69 | |
| Delinquent Section 16(a) Reports | 70 | |
| ADDITIONAL INFORMATION | 71 | |
| Insider Trading Arrangements and Policies | 71 | |
| Transactions with Related Persons | 71 | |
| Compensation Committee Interlocks and Insider Participation | 71 | |
| Other Matters at the Meeting | 71 | |
| GENERAL INFORMATION | 72 | |
3 NIKE, INC.
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