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
Date of Report (Date of earliest event reported): | September 20, 2018 | |
 NIKE, Inc. | ||
(Exact name of registrant as specified in charter) | ||
OREGON | 1-10635 | 93-0584541 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
ONE BOWERMAN DRIVE BEAVERTON, OR | 97005-6453 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: | (503) 671-6453 | |
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:
r | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
r | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
r | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
r | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Company’s annual meeting of shareholders was held on Thursday, September 20, 2018, in Beaverton, Oregon. 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 | 318,471,928 | — | — | |||
Elizabeth J. Comstock | 318,471,928 | — | — | |||
John G. Connors | 318,471,928 | — | — | |||
Timothy D. Cook | 318,471,928 | — | — | |||
John J. Donahoe II | 318,471,928 | — | — | |||
Peter B. Henry | 318,471,928 | |||||
Travis A. Knight | 318,471,928 | — | — | |||
Mark G. Parker | 318,471,928 | — | — | |||
John R. Thompson, Jr. | 318,471,928 | — | — | |||
Directors Elected by holders of Class B Common Stock:
Votes Cast For | Votes Withheld | Broker Non-Votes | ||||
Alan B. Graf, Jr. | 979,539,601 | 32,025,137 | 130,716,394 | |||
John C. Lechleiter | 996,133,205 | 15,431,534 | 130,716,394 | |||
Michelle A. Peluso | 1,009,348,484 | 2,216,254 | 130,716,394 | |||
Proposal 2 - Advisory Vote on Executive Compensation
Class A and Class B Common Stock Voting Together:
For | Against | Abstain | Broker Non-Votes | |||
1,252,304,149 | 43,917,290 | 33,815,227 | 130,716,394 | |||
Proposal 3 - Shareholder Proposal Regarding Political Contributions Disclosure
Class A and Class B Common Stock Voting Together:
For | Against | Abstain | Broker Non-Votes | |||
358,775,271 | 951,403,868 | 19,857,527 | 130,716,394 | |||
Proposal 4 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending May 31, 2019.
Class A and Class B Common Stock Voting Together:
For | Against | Abstain | Broker Non-Votes | |||
1,437,250,618 | 22,414,028 | 1,088,414 | — | |||
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 21, 2018 | By: | /s/ Andrew Campion | |
Andrew Campion | |||
Chief Financial Officer | |||