NIKE, Inc.
For the period ended May 31, 2026. Filed Jul 15, 2026.
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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, 2026 · Filed Jul 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | 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)) |
| ☑ | 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 ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MESSAGE FROM OUR
EXECUTIVE CHAIRMAN
| To Our Shareholders:We are proud of the progress our team has made over the past year as part of our effort to strengthen Nike for the long term. As we continue to execute our strategic and business priorities, we remain committed to maintain robust corporate governance standards while continuing to build a sustainable future.Fiscal 2026 was a year of making progress against our Win Now actions and aligning our teams into the Sport Offense, with the support of strong and independent Board oversight. Among these actions, we continued to refresh our senior leadership team. Under the direction of Elliott and his leadership team, the Board believes Nike is well-positioned to continue strengthening the business and executing its long-term strategy.As part of our evergreen approach to Board refreshment, we regularly assess our composition to ensure we maintain the right mix of experience, skills, tenure and fresh perspectives to effectively oversee and guide Nike. As part of our approach, we’ve added 4 new independent directors in the last 5 years. We would also like to extend our sincere gratitude to John Rogers Jr., who has decided to retire from the Board after eight years of service. John's guidance and support as a director have been extremely valuable. We look forward to continuing to draw on his experience as he advises on the future of sport and community.We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Tuesday, September 8, 2026, 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, | "Fiscal 2026 was a year of making progress against our Win Now actions and aligning our teams into the Sport Offense, with the support of strong and independent Board oversight." |
|---|---|
| MARK PARKER, EXECUTIVE CHAIRMAN | |
| July 15, 2026 | |
1 NIKE, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS OF NIKE, INC.
You are cordially invited to the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of NIKE, Inc., an Oregon corporation ("NIKE" or the "Company"):
| DATE AND TIME: Tuesday, September 8, 2026, at 9:00 A.M. Pacific Time | LOCATION:This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2026 |
|---|
ITEMS OF BUSINESS:
| PROPOSAL | PAGE REFERENCE | ||
|---|---|---|---|
| 1To elect the 11 directors named in the accompanying proxy statement for the ensuing year. | Page 4 | ||
| Class A Will elect eight 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 23 | ||
| 3To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. | Page 59 | ||
| 4To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the number of authorized shares. | Page 61 | ||
| 5To consider a shareholder proposal regarding a report on discrimination in charitable support, as described in the accompanying proxy statement, if properly presented at the Annual Meeting. | Page 66 | ||
| 6To consider a shareholder proposal regarding environmental targets, as described in the accompanying proxy statement, if properly presented at the Annual Meeting. | Page 68 | ||
| 7To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||
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 8, 2026, the record date fixed by the Board of Directors, are entitled to attend the Annual Meeting and any adjournment or postponement thereof, and 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/NKE2026 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
July 15, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 8, 2026. The proxy statement and NIKE, Inc.'s 2026 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
2026 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 | 15 | |
| Code of Conduct | 19 | |
| Capital Structure | 19 | |
| Shareholder Engagement | 21 | |
| Director Compensation for Fiscal 2026 | 21 | |
| EXECUTIVE COMPENSATION | 23 | |
| PROPOSAL 2 | Shareholder Advisory Vote to Approve Executive Compensation | 23 |
| Compensation Discussion and Analysis | 24 | |
| Executive Compensation Tables | 41 | |
| AUDIT MATTERS | 59 | |
| PROPOSAL 3 | Ratification of Appointment of Independent Registered Public Accounting Firm | 59 |
| Report of the Audit & Finance Committee | 60 | |
| EMPLOYEE STOCK PURCHASE PLAN | 61 | |
| PROPOSAL 4 | Approval of Amendment of NIKE, Inc. Employee Stock Purchase Plan to Increase Authorized Shares | 61 |
| Summary of Employee Stock Purchase Plan | 62 | |
| SHAREHOLDER PROPOSALS | 66 | |
| PROPOSAL 5 | Shareholder Proposal Regarding a Report on Discrimination in Charitable Support | 66 |
| PROPOSAL 6 | Shareholder Proposal Regarding Environmental Targets | 68 |
| STOCK OWNERSHIP INFORMATION | 70 | |
| Stock Holdings of Certain Owners and Management | 70 | |
| Delinquent Section 16(a) Reports | 71 | |
| ADDITIONAL INFORMATION | 72 | |
| Insider Trading Arrangements and Policies | 72 | |
| Transactions with Related Persons | 72 | |
| Compensation Committee Interlocks and Insider Participation | 72 | |
| Other Matters | 73 | |
| GENERAL INFORMATION | 74 | |
| EXHIBIT A - NIKE, INC. EMPLOYEE STOCK PURCHASE PLAN | 79 | |
3 NIKE, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.