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8-KThe WireRoutine

Shareholder Vote

Filed Sep 13, 2024 · 1y ago · Accession 0000320187-24-000050

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 September 10, 2024 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 , OR 97005-6453 (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. o Item 5.07. Submission of Matters to a Vote of Security Holders. NIKE, Inc. (the “Company”) held its annual meeting of shareholders virtually on Tuesday, September 10, 2024. 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 Timothy Cook 291,607,848 5,649,500 0 John Donahoe II 291,607,848 5,649,500 0 Thasunda Duckett 291,607,848 5,649,500 0 Mónica Gil 291,607,848 5,649,500 0 Maria Henry 291,607,848 5,649,500 0 Peter Henry 291,607,848 5,649,500 0 Travis Knight 297,257,348 0 0 Mark Parker 291,607,848 5,649,500 0 Michelle Peluso 291,607,848 5,649,500 0 Directors Elected by Holders of Class B Common Stock:   Votes Cast For   Votes Withheld Broker Non-Votes Cathleen Benko 808,931,379 44,111,385 123,095,933 John Rogers, Jr. 512,180,764 340,862,000 123,095,933 Robert Swan 824,173,531 28,869,233 123,095,933   Proposal 2 - Advisory Vote on Executive Compensation Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 949,989,291 189,891,177 10,419,644 123,095,933 Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2025 Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 1,198,734,532 72,264,335 2,397,178 0 Proposal 4 - Shareholder Proposal Regarding Supplemental Pay Equity Disclosure Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 296,129,825 842,056,655 12,113,632 123,095,933 Proposal 5 - Shareholder Proposal Regarding a Supply Chain Management Report Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 150,056,697 990,829,325 9,414,090 123,095,933 Proposal 6 - Shareholder Proposal Regarding Worker-Driven Social Responsibility Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 140,736,818 999,936,226 9,627,068 123,095,933 Proposal 7 - Shareholder Proposal Regarding Environmental Targets Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 302,565,033 832,065,114 15,669,965 123,095,933 Proposal 8 - Shareholder Proposal Regarding a Divisive Partnerships Congruency Report Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 7,154,964 1,135,061,090 8,084,058 123,095,933 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: September 13, 2024 By: /s/ Matthew Friend     Matthew Friend     Executive Vice President and Chief Financial Officer
Filing details
Company
NIKE, Inc.
Ticker
NKE
CIK
320187
Form type
8-K
Filing date
Sep 13, 2024
Report date
Sep 10, 2024
Document
nke-20240910.htm
Size
195 KB