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.