Summary
This 8-K filing by NIKE, Inc. (NKE) on September 21, 2017, primarily addresses key governance and compensation-related matters that were voted upon at the company's annual shareholder meeting held on September 20, 2017. Notably, a director, Dr. Phyllis M. Wise, will not seek re-election due to the company's age policy for directors. Additionally, shareholders approved an amendment to the Long-Term Incentive Plan, which increases the maximum payout to participants and expands performance targets, extending the plan's duration. The filing also details the voting results for the election of directors, advisory votes on executive compensation, and the ratification of the independent auditor, all of which passed with strong shareholder support.
Key Highlights
- 1Director Dr. Phyllis M. Wise will not stand for re-election, adhering to NIKE's policy of directors not standing for re-election after reaching age 72. Her departure is not due to any disagreement.
- 2Shareholders approved an amendment to the Long-Term Incentive Plan, increasing the maximum payout per participant from $12,000,000 to $15,000,000 and expanding performance targets.
- 3The approved amendment to the Long-Term Incentive Plan extends its term for an additional five years, until the fiscal 2022 annual meeting of shareholders.
- 4All incumbent directors were elected to the Board, with substantial 'For' votes across both Class A and Class B common stock.
- 5Shareholders provided an advisory 'Say on Pay' vote, with a majority approving executive compensation.
- 6The frequency of advisory votes on executive compensation was overwhelmingly voted to be held 'Every Year' by shareholders.
- 7The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2017 was ratified with a high affirmative vote.