8-KLeadership ChangesShareholder MattersExhibits & Filings

NIKE, Inc. 8-K Report, Executive Changes (Sep 26, 2012)

Filed September 26, 2012For Securities:NKE

Summary

NIKE, Inc. filed an 8-K on September 25, 2012, detailing the outcomes of its Annual Meeting of Shareholders held on September 20, 2012. The key event for investors is the shareholder approval of an amendment to the Long-Term Incentive Plan (LTIP). This amendment, effective September 20, 2012, significantly increases the maximum payout to any participant under the plan from $4 million to $12 million for performance periods ending in any year. Additionally, awards granted after May 31, 2010, are now subject to the Company's Incentive Compensation Recoupment Policy. The filing also reports the voting results for the election of directors, the advisory vote on executive compensation, an increase in authorized common stock, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Most proposals passed with overwhelming support, except for the shareholder proposal regarding political contributions disclosure, which was voted down by a significant margin.

Key Highlights

  • 1Shareholder approval of an amendment to the Long-Term Incentive Plan (LTIP) extending its term by five years.
  • 2Maximum payout per participant under the LTIP increased from $4 million to $12 million.
  • 3LTIP awards granted after May 31, 2010, are now subject to the Company's Incentive Compensation Recoupment Policy.
  • 4All incumbent directors were re-elected with strong shareholder support.
  • 5Shareholders provided an advisory 'say-on-pay' vote, with a majority in favor of executive compensation.
  • 6The increase in authorized common stock was approved by shareholders.
  • 7PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2011.

Frequently Asked Questions

The primary change approved was the increase in the maximum amount payable to any participant under the Long-Term Incentive Plan, raising it from $4,000,000 to $12,000,000 for performance periods ending in any year. The plan was also re-approved, extending its term for another five years.

The amendment and re-approval of the Long-Term Incentive Plan became effective as of September 20, 2012, following the requisite shareholder vote at the 2012 Annual Meeting of Shareholders.

The application of the Incentive Compensation Recoupment Policy means that awards granted under the LTIP after May 31, 2010, can be clawed back by the company under certain conditions, typically related to financial restatements or misconduct, aligning executive compensation with company performance and integrity.

Yes, the shareholder proposal regarding political contributions disclosure was not approved by the shareholders, with a substantial majority voting against it.