NIKE, Inc.
For the period ended May 31, 2025. Filed Jul 17, 2025.
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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, 2025 · Filed Jul 17, 2025
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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. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
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| (4) | Date Filed: | |
MESSAGE FROM OUR
EXECUTIVE CHAIRMAN
| To Our Shareholders:This past year has been a year of change for Nike, including changes to the team at both the Board and the executive level. But throughout this year, we have remained grounded in strong corporate governance, which enables these changes and supports the creation of long-term value for shareholders. During fiscal 2025, the Board of Directors executed against one of its most important duties, a CEO transition. Elliott Hill brings the right combination of experience, skills and attributes to guide Nike during this period. His global and industry expertise as well as deep-rooted passion for sport and for Nike make him the ideal fit. And in turn, Elliott has made changes to his leadership team. With his senior leadership team set, the Board believes that Elliott and the team are well-positioned to support the company's Win Now actions as we navigate the year ahead.Consistent with our evergreen approach to Board refreshment, we recently announced a fond farewell, as Cathleen Benko has decided to retire after more than seven years of service. And we also announced the introduction of fresh talent, with the Board nominating Jørgen Vig Knudstorp to stand for election at this year's annual meeting.We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Tuesday, September 9, 2025, 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, | "During fiscal 2025, the Board of Directors executed against one of its most important duties, a CEO transition." |
|---|---|
| MARK PARKER, EXECUTIVE CHAIRMAN | |
| July 17, 2025 | |
1 NIKE, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS OF NIKE, INC.
You are cordially invited to the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of NIKE, Inc., an Oregon corporation ("NIKE" or the "Company"):
| DATE AND TIME: Tuesday, September 9, 2025, at 9:00 A.M. Pacific Time | LOCATION:This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2025 |
|---|
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 24 | ||
| 3To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. | Page 62 | ||
| 4To approve the NIKE, Inc. Stock Incentive Plan, as amended and restated. | Page 64 | ||
| 5To 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 recent 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 9, 2025, 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/NKE2025 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 9, 2025. The proxy statement and NIKE, Inc.'s 2025 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
2025 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 | 16 | |
| Code of Conduct | 20 | |
| Capital Structure | 20 | |
| Shareholder Engagement | 21 | |
| Director Compensation for Fiscal 2025 | 22 | |
| EXECUTIVE COMPENSATION | 24 | |
| PROPOSAL 2 | Shareholder Advisory Vote to Approve Executive Compensation | 24 |
| Compensation Discussion and Analysis | 25 | |
| Executive Compensation Tables | 42 | |
| AUDIT MATTERS | 62 | |
| PROPOSAL 3 | Ratification of Appointment of Independent Registered Public Accounting Firm | 62 |
| Report of the Audit & Finance Committee | 63 | |
| STOCK INCENTIVE PLAN | 64 | |
| PROPOSAL 4 | To approve the NIKE, Inc. Stock Incentive Plan, as amended and restated | 64 |
| Summary of Stock Incentive Plan | 65 | |
| STOCK OWNERSHIP INFORMATION | 74 | |
| Stock Holdings of Certain Owners and Management | 74 | |
| Delinquent Section 16(a) Reports | 75 | |
| ADDITIONAL INFORMATION | 76 | |
| Insider Trading Arrangements and Policies | 76 | |
| Transactions with Related Persons | 76 | |
| Compensation Committee Interlocks and Insider Participation | 76 | |
| Other Matters at the Meeting | 76 | |
| GENERAL INFORMATION | 77 | |
| EXHIBIT A - NIKE, INC. STOCK INCENTIVE PLAN | 81 | |
3 NIKE, INC.
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