8-KLeadership Changes

NIKE, Inc. 8-K Report, Executive Changes (May 22, 2012)

Filed May 22, 2012For Securities:NKE

Summary

NIKE, Inc. (NKE) filed an 8-K on May 21, 2012, reporting a significant compensatory arrangement for its Chief Executive Officer and President, Mark G. Parker. The Compensation Committee approved a grant of 189,682 restricted stock units (RSUs) under the Company's 1990 Stock Incentive Plan. These RSUs are scheduled to vest fully on May 18, 2017, contingent upon Mr. Parker's continued employment. Importantly, vesting will accelerate upon his death or disability, or in the event of a change in control of the company followed by termination of his employment without cause or by him for good reason within two years post-change in control. The RSUs also include a dividend equivalent feature, entitling the holder to a cash payment equal to all dividends paid per share from the grant date to vesting.

Key Highlights

  • 1Grant of 189,682 Restricted Stock Units (RSUs) to CEO Mark G. Parker.
  • 2RSUs are part of the Company’s 1990 Stock Incentive Plan.
  • 3Vesting is scheduled for May 18, 2017, subject to continued employment.
  • 4Accelerated vesting provisions include death, disability, or a change in control scenario.
  • 5Change in control accelerated vesting is contingent on termination without cause or resignation for good reason within two years.
  • 6RSUs include a dividend equivalent payment equal to dividends paid from grant to vesting.
  • 7Granted shares are subject to the Company’s Incentive Compensation Recoupment Policy.

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