Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
October 6, 2021
Date of Report (date of earliest event reported)
NIKE, Inc.
(Exact name of registrant as specified in its charter)
Oregon
1-10635
93-0584541
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
ONE BOWERMAN DRIVE
BEAVERTON, OR97005-6453
(Address of principal executive offices and zip code)
(503) 671-6453
Registrant's telephone number, including area code
NO CHANGE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Class B Common Stock
NKE
New York Stock Exchange
(Title of each class)
(Trading Symbol)
(Name of each exchange on which registered)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
The Company’s annual meeting of shareholders was held virtually on Wednesday, October 6, 2021. The following matters were submitted to a vote of the shareholders, the results of which were as follows:
Proposal 1 - Election of Directors:
Directors Elected by holders of Class A Common Stock:
Votes Cast For
Votes Withheld
Broker Non-Votes
Cathleen A. Benko
297,600,672
0
0
Elizabeth J. Comstock
297,600,672
0
0
John G. Connors
297,600,672
0
0
Timothy D. Cook
297,600,672
0
0
John J. Donahoe II
297,600,672
0
0
Thasunda B. Duckett
297,600,672
0
0
Travis A. Knight
297,600,672
0
0
Mark G. Parker
297,600,672
0
0
John W. Rogers, Jr.
297,600,672
0
0
Directors Elected by holders of Class B Common Stock:
Votes Cast For
Votes Withheld
Broker Non-Votes
Alan B. Graf, Jr.
902,425,480
80,518,436
113,267,526
Peter B. Henry
955,643,744
27,300,172
113,267,526
Michelle A. Peluso
952,786,733
30,157,183
113,267,526
Proposal 2 - Advisory Vote on Executive Compensation
Class A and Class B Common Stock Voting Together:
For
Against
Abstain
Broker Non-Votes
916,983,630
358,364,918
5,196,040
113,267,526
Proposal 3 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending May 31, 2022
Class A and Class B Common Stock Voting Together:
For
Against
Abstain
Broker Non-Votes
1,334,125,893
54,338,831
5,347,390
0
Proposal 4 - Shareholder proposal regarding political contributions disclosure
Class A and Class B Common Stock Voting Together:
For
Against
Abstain
Broker Non-Votes
388,553,485
884,256,856
7,734,247
113,267,526
Proposal 5 - Shareholder proposal regarding a human rights impact assessment
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NIKE, Inc. (Registrant)
Date:
October 8, 2021
By:
/s/ Matthew Friend
Matthew Friend
Executive Vice President and Chief Financial Officer
