Nike, Inc.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

On October 27, 2021, John G. Connors notified NIKE, Inc. (the “Company” or “NIKE”) of his decision to retire as a director of the Company effective December 31, 2021. Mr. Connors’s decision to retire is not because of a disagreement with the Company or the Board of Directors (the “Board”) on any matter relating to the Company’s operations, policies or practices. “John is a distinguished veteran of the tech industry and has been an integral part of the Company’s board for over 15 years,” said Mark Parker, Executive Chairman of the Company. “His contributions to the Company are significant and long-lasting. We thank him for his service and wish him well as he pursues other endeavors,” he concluded.

On June 16, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of NIKE, Inc. adopted a new form of award agreement with respect to grants of performance-based restricted stock units (“PSUs”) under the NIKE, Inc. Stock Incentive Plan. Vesting of the PSUs is subject to the achievement of performance goals that are to be specified by the Committee, and also generally subject to the participant’s continued employment or service through the scheduled vesting date. The PSUs are subject to accelerated vesting if the participant’s employment is involuntarily terminated in connection with certain divestitures or reductions in force, or as a result of the participant’s death or disability.

On June 17, 2020, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), subject to shareholder approval at the Company’s annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on September 17, 2020, the Company’s shareholders approved the Plan to, among other changes, increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the Plan by 80,000,000 shares. A description of the Plan was set forth in the Company’s definitive proxy statement on Form 14A filed with the U.S.

On June 17, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) approved amendments to the NIKE, Inc. Executive Performance Sharing Plan (the “PSP”) and the NIKE, Inc. Amended and Restated Long-Term Incentive Plan (the “LTIP”) to reflect (a) changes related to the elimination of the exception from the deduction limit contained in Section 162(m) of the Internal Revenue Code of 1986, as amended, previously available for performance-based compensation and (b) other ministerial changes to facilitate and clarify the administration of each of the PSP and LTIP, respectively. In addition, the Committee adopted new forms of award agreement with respect to grants of stock options and restricted stock units under the NIKE, Inc. Stock Incentive Plan.

On May 26, 2020, John R. Thompson, Jr. notified NIKE, Inc. (the “Company” or “NIKE”) of his decision to retire as a director of the Company effective May 31, 2020. Mr. Thompson’s decision to retire is not because of a disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices.

On February 18, 2020, NIKE, Inc. (the “Company” or “NIKE”) announced the appointment of Heidi O’Neill, currently NIKE’s President of Nike Direct, as President of Consumer and Marketplace, effective April 1, 2020. The Company also announced Andrew Campion, currently NIKE’s Chief Financial Officer (“CFO”), as Chief Operating Officer (“COO”), and the appointment of Matthew Friend to succeed Mr. Campion as CFO, each effective April 1, 2020. Ms. O’Neill succeeds Elliott Hill, who notified the Company on February 12, 2020 of his intention to retire from his position as President of Consumer and Marketplace effective March 31, 2020. Mr. Campion succeeds Eric Sprunk, who notified the Company on February 12, 2020 of his intention to retire from his position as COO effective March 31, 2020. Mr. Hill and Mr. Sprunk are expected to retire from NIKE by the end of calendar year 2020.

Effective November 14, 2019, the Board of Directors of NIKE, Inc. (the “Company”) appointed Thasunda Brown Duckett to serve as a Director of the Company. Thasunda Brown Duckett, 46, is the Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co. (“JPMorgan Chase”). Prior to her role as Chief Executive Officer of Chase Consumer Banking, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance from 2013 to 2016. From 2004 to 2013, she held multiple management and consumer lending roles with JPMorgan Chase. Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage Association, or Fannie Mae. Ms. Duckett is chair of the Otis and Rosie Brown Foundation and a member of the Board of Directors of the Children’s Learning Center of Fairfax County. There was no arrangement or understanding pursuant to which Ms.

On October 22, 2019, NIKE, Inc. (the “Company” or “NIKE”) announced that, effective January 13, 2020, the Company’s Board of Directors (the “Board”) has appointed John J. Donahoe II as President and Chief Executive Officer of the Company. Mr. Donahoe will continue to serve as a member of the Company’s Board. The Company also announced that, effective January 13, 2020, Mark G. Parker will cease serving as President and Chief Executive Officer and become Executive Chairman of the Board. Biographical Information Mr. Donahoe, 59, has been a director of the Company since June 2014, and is the current President and Chief Executive Officer of ServiceNow, Inc. (“ServiceNow”), having held these positions since 2017. Mr. Donahoe also serves as a board member of ServiceNow and is Chairman of PayPal Holdings, Inc. From 2008 through 2015, Mr.

On April 18, 2019, Dr. John C. Lechleiter notified NIKE, Inc. (the “Company”) of his decision to not stand for re-election as a director at the Company’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”) due to time constraints from other professional commitments. His term of office will expire at the Annual Meeting. Dr. Lechleiter’s decision to not stand for re-election is not because of a disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices. A copy of the press release the Company issued regarding Dr. Lechleiter’s decision is attached hereto as Exhibit 99.1.

Effective November 15, 2018, the Board of Directors of NIKE, Inc. (the “Company”) appointed John W. Rogers, Jr. to serve as a Director of the Company. John W. Rogers, Jr., 60, is Chairman, Chief Executive Officer and Chief Investment Officer of Ariel Investments, LLC, a privately-held money management firm he founded in 1983, which serves individual and institutional investors through its mutual funds and separate accounts. Mr. Rogers is a Trustee of Ariel Investment Trust, the investment company consisting of the six mutual funds his firm manages. In 2008, he 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. He served as co-chair for the Presidential Inaugural Committee 2009, and more recently, joined the Barack Obama Foundation’s Board of Directors. Mr.

On September 20, 2018, Mr. Johnathan A. Rodgers, 72, director of NIKE, Inc. (the “Company”), notified the Company of his decision not to stand for re-election as director at the Company’s 2018 annual meeting of shareholders. It is the general policy of the Board that directors first elected after the fiscal year ended May 31, 1993 will not stand for re-election after reaching the age of 72. His decision was not the result of any disagreement with the Company or its management.

Effective July 12, 2018, the Board of Directors of NIKE, Inc. (the "Company") appointed Cathleen Benko to serve as a Director of the Company. Ms. Benko, 59, is a Vice Chairman and Managing Principal of Deloitte LLP ("Deloitte"), an organization that, through its subsidiaries and as part of a network of member firms, provides audit, consulting, tax, and advisory services to clients throughout the world. During her nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, some concurrent with her most recent position as Vice Chairman and Managing Principal, a position she has held since 2011. From 2015 to 2018, she served as Senior Partner working with digital giants where she was the lead advisory partner for several digital-native companies. From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.

NIKE, Inc. (the “Company”) today announced that Trevor Edwards has decided to resign from his position as President, NIKE Brand, effective immediately. He will retire from the Company on August 10, 2018. Upon the end of his employment with the Company, Mr. Edwards will be subject to the terms and conditions applicable to resignations as set forth in his Covenant Not to Compete and Non-Disclosure Agreement, which is described in the Company’s most recently filed proxy statement, and execution of a standard release of claims in respect of equity awards scheduled to vest and cash awards earned prior to his departure. A copy of the press release the Company issued regarding its leadership is attached hereto as Exhibit 99.1.

Effective February 14, 2018, the Board of Directors of NIKE, Inc. (the "Company") appointed Peter B. Henry to serve as a Director of the Company. Mr. Henry, 48, is Dean Emeritus of New York University’s Leonard N. Stern School of Business and William R. Berkley Professor of Economics and Finance. Mr. Henry assumed the Deanship in January 2010 and served through December 2017. Prior to joining Stern, he was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business. In 2008, he led Barack Obama’s Presidential Transition Team in its review of international lending agencies such as the International Monetary Fund and the World Bank. In June 2009, President Obama appointed Mr. Henry to the President’s Commission on White House Fellowships. Mr.

On September 21, 2017, Dr. Phyllis M. Wise, 72, director of NIKE, Inc. (the “Company”), notified the Company of her decision not to stand for re-election as director at the Company’s 2017 annual meeting of shareholders. It is the general policy of the Board that directors first elected after the fiscal year ended May 31, 1993 will not stand for re-election after reaching the age of 72. Her decision was not the result of any disagreement with the Company or its management. Amendment of Long-Term Incentive Plan On June 21, 2017, the Board of Directors of the Company approved an amendment, as described below, to the Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to approval by the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders held on September 21, 2017 (the “2017 Annual Meeting”).

On June 30, 2016, NIKE, Inc. ("NIKE" or the "Company") Chairman Phil Knight announced his retirement from the Company’s Board of Directors and the Board appointed Mark Parker, NIKE’s President and CEO since 2006, to the additional position of Chairman, effective upon Mr. Knight’s resignation. On June 30, 2016, NIKE Chairman Phil Knight sold in a private transaction all of the voting units (the “Class X Units”) of Swoosh, LLC, a Delaware limited liability company (“Swoosh” and such transaction, the “Transaction”), to a controlled subsidiary of the Travis A. Knight 2009 Irrevocable Trust II (the “Trust”). Swoosh, LLC owns approximately 78 percent of NIKE’s Class A Common Stock (the “Class A Stock”). The Class A Stock elects 75 percent of the Company’s Board of Directors. Travis Knight, NIKE director and Phil Knight’s son, is Trustee of the Trust. The consideration received by Mr.

On April 21, 2016, the registrant announced that Ms. Jeanne P. Jackson, President, Product and Merchandising of NIKE, Inc. (“NIKE” or the “Company”), will retire from that position effective May 31, 2016. Also on April 21, 2016, NIKE’s Board of Directors appointed Mr. Michael Spillane as President, Product and Merchandising, effective June 1, 2016. Mr. Spillane, 56, joined NIKE in 2007 and has served the Company in various roles including VP/GM of Greater China, Chief Executive Officer of Umbro and Converse and most recently as VP/GM of Footwear. Prior to joining NIKE, Mr. Spillane held leadership roles at Polartec, Malden Mills Industries, Inc. and Tommy Hilfiger Licensing, LLC.