8-KLeadership ChangesExhibits & Filings

NIKE, Inc. 8-K Report, Executive Changes (Jun 17, 2021)

Filed June 17, 2021For Securities:NKE

Summary

NIKE, Inc. filed an 8-K on June 16, 2021, to report on an update to its executive compensation structure. Specifically, the Compensation Committee of the Board of Directors approved a new form of award agreement for Performance-Based Restricted Stock Units (PSUs) under the company's Stock Incentive Plan. This change is effective as of June 15, 2021. These PSUs are designed to incentivize key personnel by linking a significant portion of their compensation to the achievement of specific performance goals, which will be determined by the Committee. Vesting is contingent upon both these performance metrics and continued employment. The agreement also outlines provisions for accelerated vesting in certain situations, such as involuntary termination due to divestitures or workforce reductions, as well as in the event of the participant's death or disability, providing a layer of security for executive compensation.

Key Highlights

  • 1NIKE's Compensation Committee adopted a new form of Performance-Based Restricted Stock Unit (PSU) award agreement.
  • 2The PSUs are part of the NIKE, Inc. Stock Incentive Plan.
  • 3Vesting of these PSUs is tied to the achievement of performance goals set by the Committee.
  • 4Continued employment or service is a general requirement for vesting.
  • 5The agreement includes provisions for accelerated vesting upon certain events.
  • 6Accelerated vesting can occur in cases of involuntary termination (divestitures, reductions in force), death, or disability.
  • 7The filing includes the Form of Performance-Based Restricted Stock Unit Agreement as an exhibit.

Frequently Asked Questions

The main purpose of this filing is to inform investors about the adoption of a new form of award agreement for Performance-Based Restricted Stock Units (PSUs) by NIKE's Compensation Committee. This indicates a change or standardization in how executive performance is being incentivized through equity awards.

These PSUs link a portion of executive compensation directly to performance goals set by the Compensation Committee. This means that executives will earn these units if and when specific company or individual performance targets are met, aligning their interests with the company's strategic objectives.

Accelerated vesting is provided under specific conditions, including involuntary termination related to divestitures or workforce reductions, or in the event of the executive's death or disability. This offers a degree of financial protection for executives in certain predefined scenarios.

More detailed information about the new form of Performance-Based Restricted Stock Unit Agreement can be found in Exhibit 10.1, which is incorporated by reference within this 8-K filing.