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To Our Shareholders:
Fiscal 2021 was an unprecedented year that required us to navigate with agility and resiliency. At NIKE, even in the midst of disruption, we are on the offense, and we believe that challenging times present the opportunity to focus on our unique advantages and emerge even stronger. As a Board, we bring that attitude and focus to corporate governance, because strong governance helps us execute against the complexities and create long-term value for shareholders
—
responsibly and sustainably.
During fiscal 2021, the Board oversaw the implementation of our Consumer Direct Acceleration strategy, which focuses on investing in and aligning against our biggest growth opportunities, including creating more premium and seamless consumer experiences while operating under a simple consumer construct. The Board also oversaw the transition of John Donahoe’s first full fiscal year as President and CEO, in which he and the rest of NIKE’s executive team skillfully guided NIKE through a year unlike any other.
As we look to our Annual Meeting of Shareholders, we are pleased to share our proxy statement with you. We are continuing with the format adopted in prior years, including the director skills matrix and expanded director biographies. Additionally, we have expanded our disclosures in the Compensation Discussion and Analysis section to update our shareholders on how we responded to their feedback following last year’s say-on-pay vote, and to enable our shareholders and constituents to understand our compensation philosophy, further enhance and clarify our disclosures, and present a more readable document generally.
We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Wednesday, October 6, 2021, at 10:00 A.M. Pacific Time. Whether or not you plan to attend, the prompt execution and return of your proxy card will both assure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.
Sincerely,
|
"At NIKE, even in the midst of disruption, we are on the offense, and we believe that challenging times present the opportunity to focus on our unique advantages and emerge even stronger."
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MARK G. PARKER, EXECUTIVE CHAIRMAN
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August 9, 2021
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DATE AND TIME:
Wednesday, October 6, 2021,
at 10:00 A.M. Pacific Time |
LOCATION:
This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2021
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PROPOSAL
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PAGE REFERENCE
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1
To elect the 12 directors named in the accompanying proxy statement for the ensuing year.
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Page 7
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Class A
Will elect nine directors. |
Class B
Will elect three directors. |
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Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals.
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2
To approve executive compensation by an advisory vote.
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Page 29
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3
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
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Page 55
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4
To consider a shareholder proposal regarding political contributions disclosure as described in the accompanying proxy statement, if properly presented at the meeting.
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Page 57
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5
To consider a shareholder proposal regarding a human rights impact assessment as described in the accompanying proxy statement, if properly presented at the meeting.
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Page 59
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6
To consider a shareholder proposal regarding supplemental pay equity disclosure as described in the accompanying proxy statement, if properly presented at the meeting.
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Page 62
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7
To consider a shareholder proposal regarding diversity and inclusion efforts reporting as described in the accompanying proxy statement, if properly presented at the meeting.
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Page 65
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8
To transact such other business as may properly come before the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on October 6, 2021. The proxy statement and NIKE, Inc.’s 2021 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.
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PAGE | ||||||||
Virtual Meeting
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Introduction
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Compensation of Our Named Executive Officers
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Our Compensation Process
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Other Compensation Practices
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SHAREHOLDER PROPOSAL
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PROPOSAL
4
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To Consider a Shareholder Proposal Regarding Political Contributions Disclosure
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SHAREHOLDER PROPOSAL
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PROPOSAL
5
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To Consider a Shareholder Proposal Regarding a Human Rights Impact Assessment
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SHAREHOLDER PROPOSAL
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PROPOSAL
6
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To Consider a Shareholder Proposal Regarding Supplemental Pay Equity Disclosure
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SHAREHOLDER PROPOSAL
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PROPOSAL
7
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To Consider a Shareholder Proposal Regarding Diversity and Inclusion Efforts Reporting
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PROPOSAL 1
ELECTION OF DIRECTORS
|
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A Board of 12 directors will be elected at the Annual Meeting. Directors will hold office until the next annual meeting of shareholders or until their successors are elected and qualified. All of the nominees were elected at the 2020 annual meeting of shareholders.
Mr. Alan B. Graf, Jr., Dr. Peter B. Henry, and Ms. Michelle A. Peluso are nominated by the Board for election by the holders of Class B Stock. The other nine nominees are nominated by the Board for election by the holders of Class A Stock.
Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board.
The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall tender his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision within 90 days after the certification of the election results.
Background information on the nominees as of August 9, 2021, including certain of the attributes that led to their selection, appears below. The Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "Individual Board Skills Matrix—Director Nominations". In addition, the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board.
|
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BOARD RECOMMENDATION
|
|||||||||||
![]() |
The Board of Directors recommends that the Class A Shareholders vote
FOR
the election of nominees to the Board of Directors
|
![]() |
The Board of Directors recommends that the Class B Shareholders vote
FOR
the election of nominees to the Board of Directors
|
GENDER DIVERSITY
|
GENDER/ETHNIC DIVERSITY
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AGE
|
TENURE
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|||||||||||||||||||||||||||||||||
DIVERSITY 6
/12
Gender or ethnic diversity that adds a range of perspectives and expands the Board’s understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.
|
FINANCIAL EXPERTISE 10
/12
Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.
|
CEO EXPERIENCE 7
/
12
CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value.
|
|||||||||||||||||||||||||||||||||
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INTERNATIONAL 9
/
12
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.
|
DIGITAL/TECHNOLOGY 6
/12
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy.
|
RETAIL INDUSTRY 5
/12
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals.
|
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MEDIA 2
/12
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner.
|
ACADEMIA 1
/12
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.
|
HR/TALENT MANAGEMENT 6
/12
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement.
|
GOVERNANCE 8
/12
Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance.
|
CORPORATE GOVERNANCE HIGHLIGHTS
ü
9 out of 12 directors are independent
ü
Separate Chairman, CEO, and Lead Independent Director positions with clearly defined roles
ü
Refreshed Board and committee structure, with 4 new independent directors added in last 4 fiscal years
ü
Retirement policy generally requires that directors do not stand for election after reaching the age of 72
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
63 | 2018 |
Compensation
|
Prime Impact Capital
|
Converse All Star Platform, Nike Space Hippie, Nike VaporMax, and Nike AeroLoft Jacket
|
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
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DIVERSITY
|
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DIGITAL/TECHNOLOGY
|
![]() |
HR/TALENT MANAGEMENT
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||||||||||||||||||
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INTERNATIONAL
|
||||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
60 | 2011 |
Compensation
|
EVgo Inc.
|
Nike Air Force 1, Nike React, and Nike Lab
|
|||||||||||||||||||
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
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DIVERSITY
|
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DIGITAL/TECHNOLOGY
|
![]() |
MEDIA
|
||||||||||||||||||
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INTERNATIONAL
|
||||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
62 | 2005 |
Audit & Finance
|
None
|
Nike Epic React
|
|||||||||||||||||||
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
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FINANCIAL EXPERTISE
|
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DIGITAL/TECHNOLOGY
|
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GOVERNANCE
|
||||||||||||||||||
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INTERNATIONAL
|
||||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
60 | 2005 |
Compensation, Chair
|
Apple Inc.
|
Nike Epic React and Nike Flex Golf Shorts
|
|||||||||||||||||||
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
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FINANCIAL EXPERTISE
|
![]() |
DIGITAL/TECHNOLOGY
|
![]() |
HR/TALENT MANAGEMENT
|
||||||||||||||||||
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CEO EXPERIENCE
|
![]() |
RETAIL INDUSTRY
|
![]() |
GOVERNANCE
|
||||||||||||||||||
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INTERNATIONAL
|
||||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
61 | 2014 |
Executive
|
PayPal Holdings, Inc.
|
Jordan ADG 2 and Nike Tech Pack Hoodie
|
|||||||||||||||||||
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
DIGITAL/TECHNOLOGY
|
![]() |
HR/TALENT MANAGEMENT
|
||||||||||||||||||
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CEO EXPERIENCE
|
![]() |
RETAIL INDUSTRY
|
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GOVERNANCE
|
||||||||||||||||||
![]() |
INTERNATIONAL
|
||||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
48 | 2019 |
Corporate Responsibility, Sustainability & Governance
|
None
|
Air Jordans, Nike Air Force 1, and Nike Pegasus
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
DIVERSITY
|
![]() |
FINANCIAL EXPERTISE
|
![]() |
CEO EXPERIENCE
|
||||||||||||||||||
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RETAIL INDUSTRY
|
![]() |
HR/TALENT MANAGEMENT
|
||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
47 | 2015 |
Executive
|
None
|
Nike Air Zoom Pegasus
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
CEO EXPERIENCE
|
![]() |
MEDIA
|
||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT
|
|||||||||||||||||||
65 | 2006 |
Executive, Chair
|
The Walt Disney Company
|
Nike Pegasus, Nike Air Max, and Nike React Infinity Run
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
INTERNATIONAL
|
![]() |
HR/TALENT MANAGEMENT
|
||||||||||||||||||
![]() |
CEO EXPERIENCE
|
![]() |
RETAIL INDUSTRY
|
![]() |
GOVERNANCE
|
||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
63 | 2018 |
Corporate Responsibility,
Sustainability & Governance |
McDonald’s Corporation and The New York Times Company
|
Nike KD and Nike LeBron Basketball Shoes
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
DIVERSITY
|
![]() |
CEO EXPERIENCE
|
![]() |
GOVERNANCE
|
||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
||||||||||||||||||||||
BOARD RECOMMENDATION
|
|||||
![]() |
The Board of Directors recommends that the Class A Shareholders vote
FOR
the election of the nominees above to the Board of Directors.
|
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
67 | 2002 |
Audit & Finance, Chair
|
Mid-America Apartment Communities, Inc.
|
Nike Revolution
|
|||||||||||||||||||
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SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
INTERNATIONAL
|
![]() |
GOVERNANCE
|
||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
52 | 2018 |
Audit & Finance
|
Citigroup Inc.
|
Nike Epic React
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
DIVERSITY
|
![]() |
INTERNATIONAL
|
![]() |
GOVERNANCE
|
||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
ACADEMIA
|
||||||||||||||||||||
AGE
|
DIRECTOR SINCE
|
COMMITTEE
|
OTHER CURRENT
PUBLIC DIRECTORSHIPS |
FAVORITE NIKE PRODUCT(S)
|
|||||||||||||||||||
49 | 2014 |
Corporate Responsibility,
Sustainability & Governance, Chair |
None
|
Nike React Infinity Run, Nike Space Hippie, Nike ESC, and Nike Epic Luxe Run Tights
|
|||||||||||||||||||
![]() |
SKILLS, EXPERIENCES AND QUALIFICATIONS
|
||||||||||||||||||||||
![]() |
DIVERSITY
|
![]() |
INTERNATIONAL
|
![]() |
HR/TALENT MANAGEMENT
|
||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
|
![]() |
DIGITAL/TECHNOLOGY
|
![]() |
GOVERNANCE
|
||||||||||||||||||
![]() |
CEO EXPERIENCE
|
![]() |
RETAIL INDUSTRY
|
||||||||||||||||||||
BOARD RECOMMENDATION
|
|||||
![]() |
The Board of Directors recommends that the Class B Shareholders vote
FOR
the election of the nominees above to the Board of Directors.
|
EXPERIENCE, EXPERTISE, OR ATTRIBUTES
|
BENKO
|
COMSTOCK
|
CONNORS
|
COOK
|
DONAHOE
|
DUCKETT
|
GRAF
|
HENRY
|
KNIGHT
|
PARKER
|
PELUSO
|
ROGERS
|
|||||||||||||||||||||||||||||
![]() |
DIVERSITY
Gender or ethnic diversity that adds a range of perspectives and expands the Board’s understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||||||||||||||||||||||
![]() |
FINANCIAL EXPERTISE
Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||||||||||||||||||
![]() |
CEO EXPERIENCE
CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||||||||||||||||||||||
![]() |
INTERNATIONAL
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||||||||||||||||||||
![]() |
DIGITAL/TECHNOLOGY
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy. |
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||||||||||||||||||||||
![]() |
RETAIL INDUSTRY
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals. |
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||||||||||||||||||||||||
![]() |
MEDIA
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner. |
ü
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ACADEMIA
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership. |
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HR/TALENT MANAGEMENT
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement. |
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ü
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GOVERNANCE
Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance. |
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MEMBERS:
John G. Connors
Alan B. Graf, Jr., Chair
Peter B. Henry
MEETINGS IN FY ’21: 13
|
ROLES AND RESPONSIBILITIES:
The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to:
•
Matters involving the Company’s accounting, auditing, financial reporting, internal controls, information security (including risks related to cyber security), data protection, and overseeing the financial policies and activities of the Company that may have a material impact on the results of operations or the financial position of the Company;
•
The integrity of the Company’s financial statements, the compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditor; and
•
Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management’s recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures.
The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committees under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that Mr. Alan B. Graf, Jr. is an "audit committee financial expert" as defined in regulations adopted by the SEC.
|
MEMBERS:
Cathleen A. Benko Elizabeth J. Comstock Timothy D. Cook, Chair
MEETINGS IN FY ’21: 4
|
ROLES AND RESPONSIBILITIES:
The Compensation Committee discharges the Board's responsibilities regarding executive and director compensation and senior leadership succession, and its duties include the following:
•
Evaluate the performance of the CEO;
•
Review and approve the compensation of each executive officer;
•
Grant equity incentive awards under the NIKE, Inc. Stock Incentive Plan, and determine targets and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE, Inc. Long-Term Incentive Plan;
•
Review and provide guidance to management regarding Company policies, programs, and practices related to talent management and development for executive officers and senior management; and
•
Make recommendations to the Board regarding the compensation of directors.
The Board has determined that each member of the Compensation Committee meets all independence requirements applicable to compensation committees under the NYSE listing standards.
|
MEMBERS:
Thasunda B. Duckett Michelle A. Peluso, Chair John W. Rogers, Jr.
MEETINGS IN FY ’21: 5
|
ROLES AND RESPONSIBILITIES:
The Corporate Responsibility, Sustainability & Governance Committee sets the tone and pace for corporate governance and oversees the Company's Purpose Offense. Its duties include the following:
•
Review and evaluate NIKE’s significant strategies, activities, policies, investments, and programs regarding social purpose, corporate responsibility, and sustainability;
•
Provide oversight of management’s efforts to ensure that the Company’s dedication to sustainability is reflected in its business operations;
•
Monitor the Company’s progress towards its diversity and inclusion objectives and compliance with the Company’s responsibilities as an equal opportunity employer;
•
Review and evaluate the social, political, and environmental impact, trends, and issues in connection with the Company’s business activities and make recommendations to the Board;
•
Provide oversight of the Company’s community and social impact efforts;
•
Oversee protection of the Company’s corporate reputation and other matters of importance to the Company and its stakeholders;
•
Continue to identify individuals qualified to become Board members and recommend director nominees for election at each annual shareholder meeting;
•
Develop and recommend to the Board corporate governance guidelines and a code of business conduct and ethics; and
•
Oversee the annual self-evaluations of the Board and its committees and make recommendations to the Board concerning the structure and membership of the other Board committees.
The Board has determined that each member of the Corporate Responsibility, Sustainability & Governance Committee meets all independence requirements applicable to
nominating/corporate governance committees under the NYSE listing standards.
|
MEMBERS:
John J. Donahoe II
Travis A. Knight
Mark G. Parker, Chair
MEETINGS IN FY ’21: 0
|
ROLES AND RESPONSIBILITIES:
The Executive Committee is authorized to act on behalf of the Board on all corporate actions for which applicable law does not require participation by the full Board.
•
In practice, the Executive Committee acts in place of the full Board only when emergency issues or scheduling conflicts make it difficult or impracticable to assemble the full Board.
•
All actions taken by the Executive Committee must be reported at the next Board meeting, or as soon thereafter as practicable.
The Executive Committee held no formal meetings during fiscal 2021, but took action by unanimous written consent.
|
THE BOARD OF DIRECTORS
|
||
The Board implements its risk oversight function both as a whole and through committees, which play a significant role in carrying out risk oversight. While the Audit & Finance Committee is responsible for oversight of management’s risk management policies, oversight responsibility for particular areas of risk is allocated among the Board committees according to the committee’s area of responsibility as reflected in the committee charters.
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||
BOARD COMMITTEES
|
||
The
AUDIT & FINANCE COMMITTEE
oversees risks related to the Company’s financial statements, the financial reporting process, accounting, legal matters, investments, access to capital and capital deployment, currency risk and hedging programs, information security (including risks related to cyber security), and data protection. The committee oversees the internal audit function, reviews a risk-based plan of internal audits, and reviews a risk-based integrated audit of internal controls over financial reporting. The committee meets separately with the Vice President of Global Audit and Chief Risk Officer, representatives of the independent registered public accountants, and senior management.
|
||
The
COMPENSATION COMMITTEE
oversees risks associated with the Company’s compensation philosophy and programs, management succession plans, and executive development.
|
||
The
CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE
oversees risks associated with corporate social purpose and company governance, including NIKE’s Code of Conduct and its compliance programs, and the structure and performance of the Board and its committees. The committee also oversees protection of the Company’s corporate reputation including issues that involve social and community engagement, workplace diversity and inclusion, and sustainability relating to the Company’s products, its supply chain (including labor practices), and the environment.
|
||
EXECUTIVE LEADERSHIP TEAM
|
||
Each committee chair works with one or more senior executives assigned to assist the committee in: developing agendas for the year and for each meeting, paying particular attention to areas of business risk identified by management, Board members, internal and external auditors, and in their committee charter; and scheduling agenda topics, presentations, and discussions regarding business risks within their area of responsibility. At meetings, the committees discuss areas of business risk, the potential impact, and management’s initiatives to manage business risk, often within the context of important business decisions. Through this process, key business risk areas are reviewed at appropriate times, with some topics reviewed on several occasions throughout the year. At every Board meeting each committee chair provides a report to the full Board outlining its discussions and actions, including those affecting the oversight of various risks.
|
||
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
|
||
Shareholders or interested parties desiring to communicate directly with the Board, with non-management directors, or with any individual director may do so in writing addressed to the intended recipient or recipients, c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. All such communications will be reviewed, compiled as necessary, and then forwarded to the designated recipient or recipients in a timely manner.
|
||
NAME |
FEES EARNED OR
PAID IN CASH ($) |
STOCK
AWARDS (1)(2) ($) |
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) |
ALL OTHER
COMPENSATION (3) ($) |
TOTAL
($) |
||||||||||||
Cathleen A. Benko | 100,000 | 188,969 | — | 19,690 | 308,659 | ||||||||||||
Elizabeth J. Comstock | 100,000 | 188,969 | — | 20,000 | 308,969 | ||||||||||||
John G. Connors | 105,000 | 188,969 | — | 20,000 | 313,969 | ||||||||||||
Timothy D. Cook | 150,000 | 188,969 | — | 20,000 | 358,969 | ||||||||||||
Thasunda B. Duckett | 100,000 | 188,969 | — | 20,000 | 308,969 | ||||||||||||
Alan B. Graf, Jr. | 130,000 | 188,969 | — | — | 318,969 | ||||||||||||
Peter B. Henry | 105,000 | 188,969 | — | 7,500 | 301,469 | ||||||||||||
Travis A. Knight | 100,000 | 188,969 | — | — | 288,969 | ||||||||||||
Michelle A. Peluso | 120,000 | 188,969 | — | 20,000 | 328,969 | ||||||||||||
John W. Rogers, Jr. | 100,000 | 188,969 | — | — | 288,969 |
PROPOSAL 2
SHAREHOLDER ADVISORY VOTE TO APPROVE
EXECUTIVE COMPENSATION |
|||||
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, we are submitting to shareholders our annual "say-on-pay proposal", an advisory vote to approve the compensation of our Named Executive Officers as described in this proxy statement.
At our 2020 annual meeting of shareholders, 54% of the votes cast on the say-on-pay proposal were voted in favor of the proposal, which was much lower than our historical approval rate. Therefore, as further described in this section, during fiscal 2021 members of management and the Board conducted a broad outreach to, and engagement with, shareholders to better understand and address the concerns of our shareholders.
As discussed in this section, our executive compensation program is designed to attract and retain top-tier talent and maximize shareholder value. To achieve the objectives of our executive compensation program and emphasize pay-for-performance principles, the Compensation Committee has continued to employ strong governance practices, including:
•
basing a majority of total compensation on performance and retention incentives;
•
setting incentive award targets based on clearly disclosed, objective performance measures;
•
mitigating undue risk associated with compensation by using multiple performance targets, caps on potential incentive payments, and a clawback policy; and
•
requiring executive officers to hold NIKE stock through published stock ownership guidelines.
In addition to our typical executive compensation considerations, our program for fiscal 2021 (June 1, 2020 through May 31, 2021) also reflected our targeted response to two significant events: the COVID pandemic, which began in fiscal 2020 and continued throughout fiscal 2021, and the leadership transitions that occurred in late fiscal 2020. We discuss the impact of each of these events on our fiscal 2021 executive compensation program below.
Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
|
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BOARD RECOMMENDATION
|
|||||
![]() |
The Board of Directors recommends that shareholders vote
FOR
approval of the following resolution:
RESOLVED, that the shareholders approve the fiscal 2021 compensation paid to the Named Executive Officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables).
|
||||
NAMED EXECUTIVE OFFICER | TITLE | ||||
John Donahoe II | President and Chief Executive Officer | ||||
Mark Parker | Executive Chairman | ||||
Matthew Friend | Executive Vice President and Chief Financial Officer | ||||
Andrew Campion | Chief Operating Officer | ||||
Heidi O'Neill | President, Consumer and Marketplace |
Our annual say-on-pay vote is one of our opportunities to receive feedback from shareholders regarding our executive compensation program, and as such is taken very seriously by the Compensation Committee and Board. In 2020, our executive compensation program received the support of 54% of the total votes cast at our annual meeting of shareholders. As a result of this decline in support compared to historically strong votes (which averaged over 90% support during the prior five years), we actively sought feedback from shareholders, reaching out to shareholders owning approximately 37% of outstanding shares of our Class B Stock and speaking with shareholders owning approximately 33% of outstanding shares of our Class B Stock, to better understand what motivated their votes and attempt to address any ongoing concerns. Our Lead Independent Director and Compensation Committee Chair, Timothy D. Cook, and our Corporate Responsibility, Sustainability & Governance Committee Chair, Michelle A. Peluso, participated in several of these conversations with shareholders owning approximately 15% of outstanding shares of our Class B Stock. All feedback was shared with the Board and helped to shape the changes made to our executive compensation program and related disclosure, as laid out in this year's CD&A.
|
SCOPE OF OUTREACH & ENGAGEMENT | |||||||||||||||||||
![]() |
||||||||||||||||||||
Engaged with
100%
of our top 15 institutional shareholders
|
||||||||||||||||||||
WHAT WE HEARD | HOW WE RESPONDED | |||||||
Executive Compensation Program Disclosure | ||||||||
Last year's proxy disclosure did not clearly describe the rationale or methodology underlying the COVID-related adjustments to the fiscal 2020 executive compensation program payouts |
•
During shareholder engagement, provided additional context and clarification regarding adjustments made to the fiscal 2020 executive compensation program due to COVID
•
In this proxy statement, provided robust disclosure regarding fiscal 2021 annual bonuses to clearly communicate our design rationale given the ongoing impact of COVID
|
|||||||
Last year's proxy disclosure did not clearly describe the rationale for Mr. Donahoe's sign-on awards |
•
During shareholder engagement, provided additional context regarding the sign-on awards, including that Mr. Donahoe forfeited approximately $79 million in incentive awards from his prior employer to become NIKE's CEO
•
In this proxy statement, provided robust disclosure regarding the performance goals and achievements related to earning the transition-related cash incentive awards
|
|||||||
Fiscal 2021 Executive Compensation Program Design | ||||||||
Long-term incentive compensation should not be adjusted to eliminate the impact of the COVID pandemic |
•
No adjustment to the fiscal 2019 – 2021 LTIP awards, which paid out at 90% due to the impact of the COVID pandemic
|
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Support for flexible fiscal 2021 annual cash incentive award design given ongoing COVID-related uncertainty |
•
Structured fiscal 2021 bonus to be earned based on rigorous semi-annual goals targeted to support our COVID response and strategic priorities
|
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Support for incorporating ESG metrics into executive compensation program |
•
Added a "People & Planet" modifier to the fiscal 2021 – 2023 LTIP awards to support our commitment to our long-term Purpose goals
|
|||||||
Preference for stock-based long-term incentive compensation instead of cash-based long-term incentive compensation |
•
Replaced cash LTIP awards with PSUs beginning with fiscal 2022 compensation
|
Stock ownership guidelines should be increased |
•
For fiscal 2022, increased stock ownership guidelines for CEO from 6 times base salary to 8 times base salary, and extended NEO ownership requirement of 3 times base salary to all executive officers
|
|||||||
Retention awards should be used sparingly |
•
As initially disclosed in last year's proxy statement, RSU awards granted to management team in fiscal 2021 were one-time awards to support leadership continuity during a key transitional period for the Company
•
Any future retention awards will be evaluated on a case-by-case basis and granted only in limited circumstances
|
|||||||
Sign-on awards should be used sparingly and accompanied by robust disclosure providing rationale for award and structure |
•
No new executive officers hired in fiscal 2021
•
Any future new hire awards will be evaluated on a case-by-case basis and will take shareholder engagement feedback into consideration
•
Newly hired executive officers will not be eligible for LTIP or PSU awards that are in the final year of their performance period
|
ELEMENT | KEY CHARACTERISTICS | PURPOSE | FISCAL 2021 CONSIDERATIONS | |||||||||||||||||||||||
Base Salary | Fixed cash compensation | Provides market competitive baseline compensation to attract and retain top-tier talent | Generally kept base salaries flat across all employee levels | |||||||||||||||||||||||
Annual Cash Incentive Award | Variable cash incentive compensation earned at 0% – 150% based on Company performance during the fiscal year | Motivates and rewards achievement of sustainable and profitable growth | To enable a flexible, targeted approach during volatile period, bonus earned based on rigorous semi-annual goals targeted to support our COVID response and strategic priorities | |||||||||||||||||||||||
Long-Term Incentive Awards | Cash | Long-Term Incentive Plan ("LTIP") | Variable cash incentive compensation earned at 0% – 200% based on Company performance over a 3-year performance period | Motivates and rewards achievement of long-term shareholder value and growth | New "People & Planet" modifier supports progress on DE&I and sustainability goals; no LTIP target award increases, and no COVID-related payout adjustment | |||||||||||||||||||||
Stock | Stock Options | Stock-based incentive compensation that generally vests in 4 equal annual installments; only provides value if our stock price appreciates | Aligns NEOs' interests with those of our shareholders by rewarding achievement of upside potential; promotes retention | No increase in executive cohort level stock awards | ||||||||||||||||||||||
Restricted Stock Units ("RSUs") | Stock-based incentive compensation that generally vests in 3 equal annual installments; value tied to our stock price | Aligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention |
WHAT WE DO |
WHAT WE DON’T DO
|
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Base a majority of total compensation on performance and retention incentives
ü
Mitigate undue risk by using multiple performance periods and metrics, incentive payment caps, and a clawback policy
ü
Base incentive awards on clearly disclosed, objective performance goals
ü
Maintain robust stock ownership guidelines
ü
Vest stock-based awards over time to promote long-term performance and retention
ü
Provide only double-trigger change-in-control acceleration for stock-based awards
|
û
No retirement acceleration for RSUs
û
No dividend equivalents paid on RSUs unless and until shares are earned
û
No repricing of stock options
û
No hedging transactions or short sales permitted
û
No pension or supplemental executive retirement plan
û
No tax gross-ups for perquisites
û
No cash-based change-in-control benefits
û
No excise tax gross-ups upon change of control
|
|||||||
NAMED EXECUTIVE OFFICER | FISCAL 2021 BASE SALARY |
% CHANGE
(1)
|
||||||
John Donahoe II | $1,500,000 | 0% | ||||||
Mark Parker | $1,700,000 | 0% | ||||||
Matthew Friend | $875,000 | 0% | ||||||
Andrew Campion | $1,100,000 | 0% | ||||||
Heidi O'Neill | $1,100,000 | N/A |
NAMED EXECUTIVE OFFICER | FISCAL 2021 ANNUAL BONUS TARGET AWARD (% OF BASE SALARY) | ||||
John Donahoe II | 200% | ||||
Mark Parker | 100% | ||||
Matthew Friend | 120% | ||||
Andrew Campion | 120% | ||||
Heidi O'Neill | 120% |
NAMED EXECUTIVE OFFICER | FISCAL 2021 – 2023 LTIP TARGET AWARD | ||||
John Donahoe II | $5,000,000 | ||||
Mark Parker | — | ||||
Matthew Friend | $1,000,000 | ||||
Andrew Campion | $1,000,000 | ||||
Heidi O'Neill | $1,000,000 |
% PAYOUT |
THRESHOLD
25%
|
TARGET
100% |
MAXIMUM
200%
|
|||||||||||
Relative TSR
1
|
![]() |
% PAYOUT |
THRESHOLD
50%
|
TARGET
100% |
MAXIMUM
200%
|
|||||||||||
Adjusted Revenue
1
|
![]() |
TOTAL PAYOUT:
90% |
||||||||||||
Adjusted EPS
1
|
![]() |
NAMED EXECUTIVE OFFICER | STOCK OPTIONS | RSUs | TOTAL FISCAL 2021 STOCK-BASED INCENTIVE AWARDS | ||||||||
John Donahoe II | $5,400,000 | $3,600,000 | $9,000,000 | ||||||||
Mark Parker | $6,000,000 | — | $6,000,000 | ||||||||
Matthew Friend | $1,740,000 | $1,160,000 | $2,900,000 | ||||||||
Andrew Campion | $1,740,000 | $1,160,000 | $2,900,000 | ||||||||
Heidi O'Neill | $1,740,000 | $1,160,000 | $2,900,000 |
PERFORMANCE GOALS | ||||||||
People & Culture | Continue progress with respect to DE&I and employee engagement | |||||||
Leadership & Continuity | Transition leadership while minimizing business disruption and maintaining senior leadership continuity | |||||||
Expertise | JOHN DONAHOE II | MARK PARKER | ||||||
Accelerate digital transformation and develop enterprise-wide technology strategy
|
Advise on matters relating to product, including innovation, design, and marketing
|
|||||||
Shared Engagement | Work together to ensure clarity of responsibilities, expectations, and decision-making | |||||||
PERFORMANCE GOALS | SELECT ACHIEVEMENTS | |||||||
People & Culture |
•
Extended progress with respect to DE&I throughout the transition period, including:
◦
Continued improvement in representation of women in our global workforce, including a 2% increase at both the Director and above and VP levels during calendar year 2020
◦
Continued improvement in representation of racial and ethnic minorities in our U.S. workforce, including a 2% increase at the Director and above level and 8% increase at the VP level during calendar year 2020
•
Despite the impact of the COVID pandemic, employee engagement remained steady throughout the transition period, as reflected in our 2021 employee Engagement Survey; our Engagement Index score of 80% represented a 1 percentage point year-over-year decline, and our Inclusion Index score of 79% (excluding new questions that were not comparable to the prior year index) represented a 2 percentage point year-over-year improvement
•
Supported employee physical and mental well-being throughout the COVID pandemic, including by providing pay continuity, enhancing mental health offerings, expanding leave policies, supporting work-from-home whenever possible, and instituting protective measures for when remote work is not possible
|
|||||||
Leadership & Continuity |
•
Launched the Consumer Direct Acceleration to accelerate and empower NIKE's strategy of unlocking long-term growth and profitability through deep, direct consumer relationships
•
Sustained strong business performance and momentum despite COVID-related challenges, including achieving above-budget fiscal 2021 revenues of $44.5 billion
•
Executive team feedback described strong, clear leadership throughout the transition period
•
Board feedback emphasized that strong Company performance during the transition period reflected the effectiveness of the transition
|
|||||||
Expertise | JOHN DONAHOE II | MARK PARKER | ||||||
•
Achieved digital sales of 30% as percentage of total sales mix approximately 3 years faster than target
•
Accelerated digital fulfillment capacity by 3-4x in North America and EMEA since the beginning of the COVID pandemic
•
Increased active and buying member growth and digital engagement
•
Expanded online-to-offline offerings by scaling existing capabilities and activating new capabilities
|
•
Product innovation pipeline remained robust and cadence of innovation launches remained stable throughout transition despite COVID-related challenges
•
Increased investment in innovation focused on driving more inclusive and sustainable innovation, as well as unlocking growth potential in Women's segment
|
|||||||
Shared Engagement |
•
Executive team feedback described clarity regarding CEO and Executive Chair roles, including with respect to authority, responsibilities, goals, and decision-making
•
Board feedback unanimously described a collaborative partnership that enabled a seamless transition
•
Board reported that the management of the transition exceeded expectations despite the unprecedented challenges presented by the COVID pandemic
|
American Express Company | Kellogg Company | Pepsico, Inc. | ||||||
Best Buy Company, Inc. | Kimberly-Clark Corporation | Procter & Gamble Company | ||||||
The Coca-Cola Company | McDonald’s Corporation | Starbucks Corporation | ||||||
Colgate-Palmolive Company | Microsoft Corporation | Target Corporation | ||||||
Comcast Corporation | Mondelez International, Inc. | TJX Companies | ||||||
The Gap, Inc. | Oracle Corporation | The Walt Disney Company |
POSITION | OWNERSHIP LEVEL | |||||||
Chief Executive Officer |
![]() |
6X Base Salary | ||||||
Other Named Executive Officers |
![]() |
3X Base Salary | ||||||
Other Executive Officers |
![]() |
2X Base Salary |
NAME AND PRINCIPAL
POSITION |
YEAR |
SALARY
($) |
BONUS
(1)
($) |
STOCK
AWARDS (2) ($) |
OPTION
AWARDS (3) ($) |
NON-EQUITY
INCENTIVE PLAN COMPENSATION (4) ($) |
ALL OTHER
COMPENSATION (5) ($) |
TOTAL
($) |
||||||||||||||||||
John Donahoe II
(6)
President and Chief Executive Officer |
2021 | 1,500,000 | 13,600,000 | 3,602,980 | 5,402,416 | 4,500,000 | 4,315,312 | 32,920,708 | ||||||||||||||||||
2020 | 548,077 | 6,750,000 | 21,275,073 | 23,241,515 | — | 1,685,315 | 53,499,980 | |||||||||||||||||||
Matthew Friend
(6)
Executive Vice President and Chief Financial Officer
|
2021 | 875,000 | 1,260,000 | 7,161,045 | 1,740,792 | 900,000 | 14,250 | 11,951,087 | ||||||||||||||||||
2020 | 659,092 | 1,576,800 | 400,057 | 661,621 | — | 14,000 | 3,311,570 | |||||||||||||||||||
Andrew Campion
Chief Operating Officer |
2021 | 1,100,000 | 1,584,000 | 11,161,060 | 1,740,792 | 900,000 | 14,250 | 16,500,102 | ||||||||||||||||||
2020 | 1,092,308 | 2,070,000 | 1,160,023 | 1,606,771 | — | 9,375 | 5,938,477 | |||||||||||||||||||
2019 | 1,038,461 | — | 1,150,073 | 1,395,200 | 1,266,925 | 32,049 | 4,882,708 | |||||||||||||||||||
Heidi O'Neill
(6)
President, Consumer and Marketplace
|
2021 | 1,100,000 | 1,584,000 | 7,161,045 | 1,740,792 | 900,000 | 14,250 | 12,500,087 | ||||||||||||||||||
Mark Parker
Executive Chairman
|
2021 | 1,700,000 | 12,040,000 | — | 6,002,675 | 4,500,000 | 3,235,307 | 27,477,982 | ||||||||||||||||||
2020 | 1,700,000 | 6,025,000 | 4,000,067 | 5,540,572 | — | 930,634 | 18,196,273 | |||||||||||||||||||
2019 | 1,676,923 | — | 5,000,012 | 3,052,000 | 4,091,695 | 147,392 | 13,968,022 |
NAME | FISCAL YEAR |
ANNUAL INCENTIVE
COMPENSATION (a) ($) |
LONG-TERM INCENTIVE
COMPENSATION (b) ($) |
TOTAL
($) |
||||||||||
John Donahoe II | 2021 | — | 4,500,000 | 4,500,000 | ||||||||||
2020 | — | — | — | |||||||||||
Matthew Friend | 2021 | — | 900,000 | 900,000 | ||||||||||
2020 | — | — | — | |||||||||||
Andrew Campion | 2021 | — | 900,000 | 900,000 | ||||||||||
2020 | — | — | — | |||||||||||
2019 | 1,266,925 | — | 1,266,925 | |||||||||||
Heidi O'Neill | 2021 | — | 900,000 | 900,000 | ||||||||||
Mark Parker | 2021 | — | 4,500,000 | 4,500,000 | ||||||||||
2020 | — | — | — | |||||||||||
2019 | 4,091,695 | — | 4,091,695 |
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (2) |
ALL OTHER OPTION
AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (3) |
EXERCISE
OR BASE PRICE OF OPTION AWARDS |
GRANT DATE
FAIR VALUE OF STOCK AND OPTION AWARDS (4) |
|||||||||||||||||||||||||||||||
THRESHOLD | TARGET | MAXIMUM | |||||||||||||||||||||||||||||||||
NAME | GRANT DATE | ($) | ($) | ($) | (#) | (#) | ($/SH) | ($) | |||||||||||||||||||||||||||
John Donahoe II | 6/17/2020 | 1,250,000 |
(1)
|
5,000,000 |
(1)
|
10,000,000 |
(1)
|
||||||||||||||||||||||||||||
8/1/2020 | 36,912 | 3,602,980 | |||||||||||||||||||||||||||||||||
8/1/2020 | 239,575 | 97.61 | 5,402,416 | ||||||||||||||||||||||||||||||||
Matthew Friend | 6/17/2020 | 250,000 |
(1)
|
1,000,000 |
(1)
|
2,000,000 |
(1)
|
||||||||||||||||||||||||||||
6/1/2020 | 60,278 | 6,000,072 | |||||||||||||||||||||||||||||||||
8/1/2020 | 11,894 | 1,160,973 | |||||||||||||||||||||||||||||||||
8/1/2020 | 77,197 | 97.61 | 1,740,792 | ||||||||||||||||||||||||||||||||
Andrew Campion | 6/17/2020 | 250,000 |
(1)
|
1,000,000 |
(1)
|
2,000,000 |
(1)
|
||||||||||||||||||||||||||||
6/1/2020 | 100,463 | 10,000,087 | |||||||||||||||||||||||||||||||||
8/1/2020 | 11,894 | 1,160,973 | |||||||||||||||||||||||||||||||||
8/1/2020 | 77,197 | 97.61 | 1,740,792 | ||||||||||||||||||||||||||||||||
Heidi O'Neill | 6/17/2020 | 250,000 |
(1)
|
1,000,000 |
(1)
|
2,000,000 |
(1)
|
||||||||||||||||||||||||||||
6/1/2020 | 60,278 | 6,000,072 | |||||||||||||||||||||||||||||||||
8/1/2020 | 11,894 | 1,160,973 | |||||||||||||||||||||||||||||||||
8/1/2020 | 77,197 | 97.61 | 1,740,792 | ||||||||||||||||||||||||||||||||
Mark Parker | 6/17/2020 | — |
(1)
|
— |
(1)
|
— |
(1)
|
||||||||||||||||||||||||||||
8/1/2020 | — | — | |||||||||||||||||||||||||||||||||
8/1/2020 | 266,194 | 97.61 | 6,002,675 |
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||||||||||||||
NAME |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISABLE OPTIONS (#) (1) |
OPTION
EXERCISE PRICE ($) |
OPTION
EXPIRATION DATE |
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
MARKET VALUE OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) |
|||||||||||||||||||||||
John Donahoe II | 59,211 | 177,632 |
(2)
|
102.1600 | 1/13/2030 | ||||||||||||||||||||||||
255,849 | 511,695 |
(3)
|
102.1600 | 1/13/2030 | |||||||||||||||||||||||||
— | 239,575 |
(4)
|
97.6100 | 8/1/2030 | 174,603 |
(8)
|
23,826,325 | ||||||||||||||||||||||
Matthew Friend | 43,000 | — | 56.4000 | 7/17/2025 | |||||||||||||||||||||||||
23,000 | — | 57.8700 | 7/15/2026 | ||||||||||||||||||||||||||
22,500 | 7,500 |
(5)
|
59.1000 | 7/20/2027 | |||||||||||||||||||||||||
17,500 | 17,500 |
(6)
|
77.5400 | 8/1/2028 | |||||||||||||||||||||||||
9,024 | 27,071 |
(7)
|
83.1200 | 8/1/2029 | |||||||||||||||||||||||||
— | 77,197 |
(4)
|
97.6100 | 8/1/2030 | 89,914 |
(9)
|
12,269,664 | ||||||||||||||||||||||
Andrew Campion | 75,000 | — | 57.8700 | 7/15/2026 | |||||||||||||||||||||||||
56,250 | 18,750 |
(5)
|
59.1000 | 7/20/2027 | |||||||||||||||||||||||||
40,000 | 40,000 |
(6)
|
77.5400 | 8/1/2028 | |||||||||||||||||||||||||
21,915 | 65,743 |
(7)
|
83.1200 | 8/1/2029 | |||||||||||||||||||||||||
— | 77,197 |
(4)
|
97.6100 | 8/1/2030 | 126,604 |
(10)
|
17,276,382 | ||||||||||||||||||||||
Heidi O'Neill | — | 7,500 |
(5)
|
59.1000 | 7/20/2027 | ||||||||||||||||||||||||
25,000 | 25,000 |
(6)
|
77.5400 | 8/1/2028 | |||||||||||||||||||||||||
15,340 | 46,020 |
(7)
|
83.1200 | 8/1/2029 | |||||||||||||||||||||||||
— | 77,197 |
(4)
|
97.6100 | 8/1/2030 | 124,985 |
(11)
|
17,055,453 | ||||||||||||||||||||||
Mark Parker | 660,000 | — | 23.2700 | 7/20/2022 | |||||||||||||||||||||||||
330,000 | — | 31.6750 | 7/19/2023 | ||||||||||||||||||||||||||
330,000 | — | 38.7600 | 7/18/2024 | ||||||||||||||||||||||||||
330,000 | — | 56.4000 | 7/17/2025 | ||||||||||||||||||||||||||
165,000 | — | 57.8700 | 7/15/2026 | ||||||||||||||||||||||||||
123,750 | 41,250 |
(5)
|
59.1000 | 7/20/2027 | |||||||||||||||||||||||||
87,500 | 87,500 |
(6)
|
77.5400 | 8/1/2028 | |||||||||||||||||||||||||
75,567 | 226,701 |
(7)
|
83.1200 | 8/1/2029 | |||||||||||||||||||||||||
— | 266,194 |
(4)
|
97.6100 | 8/1/2030 | 53,576 |
(12)
|
7,310,981 |
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME |
NUMBER OF
SHARES ACQUIRED ON EXERCISE (#) |
VALUE
REALIZED ON EXERCISE ($) |
NUMBER OF
SHARES ACQUIRED ON VESTING (#) |
VALUE
REALIZED ON VESTING ($) |
|||||||||||||
John Donahoe II | — | — | 70,844 | 10,023,067 | |||||||||||||
Matthew Friend | 75,700 | 6,373,008 | 6,269 | 688,218 | |||||||||||||
Andrew Campion | 200,000 | 16,977,416 | 116,760 | 11,193,814 | |||||||||||||
Heidi O'Neill | 150,500 | 10,972,000 | 6,180 | 603,901 | |||||||||||||
Mark Parker | 825,000 | 84,593,205 | 279,458 | 27,363,991 |
NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
WEIGHTED-
AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) |
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) |
|||||||||||||||
PLAN CATEGORY | (a) | (b) | (c) | ||||||||||||||
Equity compensation plans approved by shareholders | 84,850,492 |
(2)
|
$72.8762 | 119,706,390 |
(3)
|
||||||||||||
Equity compensation plans not approved by shareholders | — | — | 4,749,690 |
(4)
|
|||||||||||||
Total | 84,850,492 | $72.8762 | 124,456,080 |
NAME |
PLAN
NAME |
EXECUTIVE
CONTRIBUTIONS IN FISCAL 2021 (1) |
AGGREGATE EARNINGS
IN FISCAL 2021 |
AGGREGATE
WITHDRAWALS/ DISTRIBUTIONS IN FISCAL 2021 |
AGGREGATE
BALANCE AT MAY, 31 2021 (1) |
||||||||||||
John Donahoe II |
DCP
|
— | $306,052 | — | $931,785 | ||||||||||||
Matthew Friend |
DCP
|
— | $157,568 | — | $619,091 | ||||||||||||
Andrew Campion |
DCP
|
$296,154 | $593,325 | — | $3,076,728 | ||||||||||||
Heidi O'Neill | DCP | $342,806 | $1,454,021 | — | $4,049,573 | ||||||||||||
Mark Parker |
DCP
|
$1,630,000 | $2,851,670 | — | $25,334,100 |
NAME |
STOCK AWARD
ACCELERATION (1) |
STOCK OPTION
ACCELERATION (2) |
TOTAL | ||||||||
John Donahoe II | $23,826,326 | $32,951,406 | $56,777,732 | ||||||||
Matthew Friend | $12,269,665 | $6,054,370 | $18,324,035 | ||||||||
Andrew Campion | $17,276,381 | $10,313,135 | $27,589,516 | ||||||||
Heidi O'Neill | $17,055,452 | $7,507,010 | $24,562,462 | ||||||||
Mark Parker | $7,310,981 | $30,780,468 | $38,091,449 |
Slovenia | 1 | Brazil | 74 | Thailand | 207 | ||||||||||||||||||
Sri Lanka | 5 | Hungary | 80 | Malaysia | 215 | ||||||||||||||||||
United Arab Emirates | 5 | Indonesia | 81 | Poland | 236 | ||||||||||||||||||
Philippines | 19 | Czech Republic | 85 | Vietnam | 251 | ||||||||||||||||||
Croatia | 23 | Denmark | 93 | India | 268 | ||||||||||||||||||
Macau | 42 | Ireland | 103 | South Africa | 288 | ||||||||||||||||||
New Zealand | 45 | Switzerland | 105 | Israel | 299 | ||||||||||||||||||
Sweden | 60 | Greece | 154 | Chile | 322 | ||||||||||||||||||
Norway | 62 | Portugal | 155 | ||||||||||||||||||||
Uruguay | 63 | Austria | 192 |
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|||||||||||||||||
The Audit & Finance Committee of the Board of Directors has sole authority to retain, with shareholder ratification, the Company’s independent registered public accounting firm. The Audit & Finance Committee directly oversees the firm’s work with respect to the annual audit of the Company’s consolidated financial statements and internal control over financial reporting and approves all audit engagement fees and terms. At least annually, the Audit & Finance Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence, including a review and evaluation of its lead partner. The Audit & Finance Committee is also involved in the selection of the new lead engagement partner following mandated rotation of the firm’s lead partner, and is responsible for considering the benefits of rotation of the Company’s independent registered public accounting firm.
The Audit & Finance Committee has appointed PricewaterhouseCoopers LLP to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending May 31, 2022 and to render other professional services as required.
PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm for many years. The Audit & Finance Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP as the independent registered public accounting firm is in the best interests of the Company and its shareholders.
Accordingly, the Audit & Finance Committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification. If the appointment is not ratified by our shareholders, the Audit & Finance Committee may reconsider whether it should appoint another independent registered public accounting firm.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.
Aggregate fees billed by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for audit services related to the most recent two fiscal years, and for other professional services incurred in the most recent two fiscal years, were as follows:
|
|||||||||||||||||
TYPE OF SERVICE
|
2021 | 2020 | |||||||||||||||
Audit Fees
(1)
|
$19.2 million | $21.0 million | |||||||||||||||
Audit-Related Fees
(2)
|
0.4 million | 0.1 million | |||||||||||||||
Tax Fees
(3)
|
0.1 million | 0.6 million | |||||||||||||||
All Other Fees
(4)
|
0.3 million | 0.7 million | |||||||||||||||
Total
|
$20.0 million | $22.4 million | |||||||||||||||
(1)
Comprises the audits of the Company’s annual financial statements and internal controls over financial reporting, and reviews of the Company’s quarterly financial statements, as well as statutory audits of Company subsidiaries, attest services and consents to SEC filings.
(2)
Comprises services including consultations regarding financial accounting and reporting.
(3)
Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related fees represented $0.1 million of the tax fees for fiscal 2021 and $0.2 million of the tax fees for fiscal 2020. The remaining tax fees primarily include tax advice.
(4)
Comprises other miscellaneous services.
|
|||||||||||||||||
In accordance with the Sarbanes-Oxley Act of 2002, the Audit & Finance Committee established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit & Finance Committee. During fiscal 2021 and fiscal 2020, all such services performed by, and fees paid to, PricewaterhouseCoopers LLP were approved in advance.
|
|||||||||||||||||
BOARD RECOMMENDATION
|
|||||||||||||||||
![]() |
The Board of Directors recommends that shareholders vote
FOR
ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2022.
|
||||||||||||||||
PROPOSAL 4
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE
|
|||||
The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Mercy Rome, c/o Newground Social Investment, 111 Queen Anne Ave N, Suite 500, Seattle, WA 98109, a beneficial owner of more than $2,000 of Class B Stock, submitted the proposal. The Board of Directors recommends a vote
AGAINST
the proposal and asks shareholders to read through NIKE’s response which follows the shareholder proposal.
|
|||||
RESOLVED:
That the shareholders of Nike, Inc. ("Nike" or "Company") hereby request that the Company provide a report, updated semiannually, to disclose the Company’s:
1. Policies and procedures
for making contributions and expenditures (direct or indirect) with corporate funds or assets: (
a
) to participate or intervene in campaigns on behalf of or opposing any candidate for public office, or: (
b
) to influence any segment of the general public with respect to an election or referendum.
2. Monetary and non-monetary contributions and expenditures
(direct and indirect) used in the manner described in section 1 above, including:
a.
The identity of the recipient and the amount paid to each;
b.
The title(s) of the person(s) in the Company responsible for decision-making.
This report, which does not encompass expenditures on lobbying, shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting.
|
|||||
SUPPORTING STATEMENT
Especially since the 1/6/2021 insurrectionist attack on our nation’s Capitol, transparency and accountability for political speech and actions are paramount. Nike recognized this when it announced its PAC will not support any member of Congress who voted to decertify the Electoral College results.
Long-term Nike shareholders support transparency and accountability in corporate electoral spending. This should encompass any activity considered intervention in a political campaign under the Internal Revenue Code, such as: (
a
) direct and indirect contributions to political candidates, parties, or organizations, and: (
b
) independent expenditures or electioneering communications on behalf of federal, state, or local candidates.
Disclosure is in the best interest of both the Company and shareholders. The Supreme Court recognized this in its 2010
Citizens United
decision, which states: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and [to] give proper weight to different speakers and messages.”
Public records show Nike has spent more than $3.15 million in corporate funds since the 2010 election cycle (
CQMoneyLine
: http://moneyline.cq.com;
National Institute on Money in State Politics
: http://www.followthemoney.org).
However, public data does not begin to paint a complete picture of a company’s electoral spending. For example, Nike’s payments to trade associations and other tax-exempt “Dark Money” groups – that can be easily and secretly diverted into election-related activities – are undisclosed and are unknown. This proposal asks Nike to disclose
all
its electoral spending – including payments to trade associations and other tax-exempt organizations – which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including
Coca-Cola, Microsoft, Mondelez International,
and
Kellogg,
which present this information on their websites.
The Company’s Board, shareholders, and American democracy need comprehensive disclosure to properly evaluate the use of corporate assets in our electoral process.
THEREFORE:
We urge a vote FOR this critical governance reform.
|
OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because:
•
The Board recently approved updates to the Company’s Policy on Corporate Political Contributions, Industry Associations, Public Policy Statements, and Lobbying, which will become effective and be posted on the Company’s website January 2022, to further increase transparency and oversight of the Company’s advocacy of policies that support our business objectives;
•
Our updated policy enhances the granularity of disclosures related to political contributions and trade association memberships that we annually disclose on our website to our stakeholders in a manner that we believe will address the underlying objectives of the proposal;
•
NIKE has previously received virtually identical proposals seven times in the past nine years, and each time shareholders have rejected the proposal; and
•
In the Board’s judgment, more disclosure beyond the enhanced disclosures that we will provide under our updated policy would not be in the best interests of shareholders.
NIKE is committed to the highest ethical standards when engaging in political activities. We have strong governance practices and accountability in corporate spending on political activities, and maintain a level of transparency that we believe allows shareholders to have the information they need to make informed decisions. In fact, NIKE’s Corporate Responsibility, Sustainability & Governance Committee and the Board of Directors updated the Company’s Policy on Corporate Political Contributions, Industry Associations, Public Policy Statements, and Lobbying (the “Policy”) this spring to further increase transparency and oversight of the Company’s advocacy for public policies that support our business objectives. The updated Policy will go into effect January 1, 2022 and will fully satisfy the fundamental objectives of this proposal.
NIKE’s Policy is designed to give shareholders confidence that there is appropriate oversight of political activity and to allow shareholders to assess any risks associated with significant contributions. All of our political contributions and expenditures are made in accordance with the Policy and our objective is to strictly comply with all public reporting laws. Our Policy ensures that political contributions, trade group memberships, and policy statements are made in a manner consistent with NIKE's core values to protect or enhance shareholder value, without regard to the private political preferences of our corporate officers. Our Policy describes the policies and procedures for making corporate political contributions, how they are approved, who must approve them, how they are disclosed, and how they are reported to and reviewed by the Board’s Corporate Responsibility, Sustainability & Governance Committee. Our current Policy is available on our website at http://investors.nike.com/investors/corporate-governance, and our updated Policy will be available at the same location when it becomes effective in January 2022.
We make annual disclosures on our website regarding our political contributions. Consistent with our updated Policy, beginning in January 2022 these disclosures will include all cash political contributions to candidates, political organizations, or ballot initiatives on a disaggregated basis. We will also annually disclose on our website in-kind or product donations that aggregate to more than USD $25,000 in retail value in a calendar year. We believe these disclosures provide shareholders meaningful information to assess any risks posed by significant political contributions. Our enhanced disclosures will continue to be simple, accurate, and clear.
Our updated Policy continues to require that management annually report on compliance with our Policy to the Corporate Responsibility, Sustainability & Governance Committee. The committee will also review all political contributions made by the Company, and any membership fees or contributions to an industry association that aggregate to more than $25,000 in a calendar year, to ensure they align with the long-term business objectives of the Company. These industry association contributions will also be disclosed on our website. Any policy statements that make commitments regarding matters involving Board responsibilities or public reporting will also be reported to and reviewed by the Corporate Responsibility, Sustainability & Governance Committee.
The Board believes that the updated Policy addresses the fundamental objectives of this proposal and that the disclosure requested in this proposal is largely duplicative of the information that NIKE will provide going forward. Further, after careful consideration, the Board determined that some of the requested disclosures, such as reporting in kind or product donations that aggregate to less than USD $25,000, would be an undue administrative burden for a company the size and with the global reach of NIKE.
In summary, the Board of Directors believes the proposal is unnecessary because NIKE has followed a comprehensive policy for oversight and disclosure of political contributions for many years, which was recently enhanced to provide additional oversight and transparency. If adopted, the proposal would not be meaningfully additive to NIKE’s existing Policy.
|
|||||
BOARD RECOMMENDATION
|
|||||
X |
The Board of Directors recommends that shareholders vote
AGAINST
the shareholder proposal.
|
PROPOSAL 5
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING A HUMAN RIGHTS IMPACT ASSESSMENT
|
|||||
The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Domini Impact Equity Fund, 180 Maiden Ln, Ste. 1302, New York, NY 10038, a beneficial owner of 44,949 shares of Class B Stock, submitted the Proposal together with co-filers Northwest & Ethical Investments L.P. (151 Yonge Street, Suite 1200, Toronto, ON M5C 2W7, beneficial owner of 29,682 shares of Class B Stock), Seeds Trust (c/o We Are Stardust, LP, P.O. Box 540205 Houston, TX 77254, beneficial owner of 5,356 shares of Class B Stock), Trillium ESG Global Equity Fund (c/o Trillium Asset Management LLC, 721 NW Ninth Ave, Suite 250 Portland, OR 97209, beneficial owner of 70,000 shares of Class B Stock), and IA Clarington Inhance Canadian Equity SRI Fund (c/o Vancity Investment Management, 700 815 West Hastings Street, Vancouver, BC V6C 1B4, beneficial owner of 19,654 shares of Class B Stock). The Board of Directors recommends a vote
AGAINST
the proposal and asks shareholders to read through NIKE’s response which follows the shareholder proposal.
|
|||||
RESOLVED: Shareholders request that Nike, Inc. ("Nike" or "the Company") publish a Human Rights Impact Assessment, at reasonable cost and omitting proprietary/confidential information, examining the actual and potential human rights impacts of its cotton sourcing practices, throughout the full supply chain.
|
|||||
SUPPORTING STATEMENT:
Nike has demonstrated leadership in supply chain transparency since
it
first disclosed its independent factories, contracted to make NIKE products since 2005. It has become
increasingly
clear, however
,
that some of companies' most significant and adverse social impacts occur at the very end of the supply chain, often related to the sourcing of raw materials. Recent events have increased human rights risks associated with cotton sourcing, a significant
input
in Nike
'
s products. Unfortunately, the Company's current disclosures do not provide visibility on that level and efforts to engage the Company directly have not yielded meaningful dialogue.
Concerns about forced labor in cotton supply chains have led to significant media attention and regulatory and legislative action. For example, pursuant to US federal laws, on January 2021, the US government issued Withhold Release Orders against cotton and their downstream products produced in whole or in part in the Xinjiang region, including downstream products produced outside the Xinjiang region that incorporate these inputs. Supply chain disruptions like these may have material impacts on the Company's costs, gross margins and profitability.
The lack of transparency on cotton sourcing also introduces challenges for investors seeking to fulfill their commitments to conduct robust human rights due diligence, under the UN Guiding Principles on Business and Human Rights ("UNGPs") and in support of the UN Sustainable Development Goals ("SDGs" ). Principle 13 of the UNGPs states: "The responsibility to respect human rights requires that business enterprises... seek to prevent or mitigate adverse human rights impacts that are directly linked to their operations, products or services by their business relationships, even if they have not contributed to those impacts."
Recent legislative
developments, particularly
in the EU, support this level of
transparency.
The French Duty of Vigilance Law as well as child labor due diligence laws in the Netherlands are current examples of mandatory human rights due diligence
.
The European Parliament is currently consider
i
ng mandatory human rights due diligence at the enterprise level. The EU Regulation on Disclosures ("SFDR") may also require asset managers to conduct due diligence on the principa
l
adverse impacts of their investment decisions.
|
OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because:
•
NIKE is committed to respecting human rights and sustainability innovation. That is why our approach to Responsible Sourcing focuses on foundational expectations; gender equity; health & safety; worker engagement and well-being; and environmental responsibility;
•
The Corporate Responsibility, Sustainability & Governance Committee provides oversight of management’s efforts to ensure that the Company’s dedication to sustainability innovation is reflected in its business operations;
•
NIKE runs our business in an ethical way, and that commitment extends to the contract manufacturers who make our products. We collaborate with suppliers who share our commitment to responsible manufacturing, as measured by compliance with the standards laid out in our Supplier Code of Conduct and Code Leadership Standards, which can be found on our website;
•
NIKE is committed to the responsible and sustainable sourcing of the materials used in our products. NIKE is increasing the use of recycled materials in our products and 100% of our cotton is sustainably sourced
1
. We collaborate with organizations such as the Better Cotton Initiative to develop best practices, and work with and within our industry to develop an approach to sourcing raw materials responsibly, protecting human rights and reducing our environmental impact; and
•
Our current initiatives, which are discussed further on our website, already address the underlying rationale for the proposal and provide our shareholders with more relevant information about NIKE’s commitment to human rights and responsible sourcing than the requested measure.
We are committed to respecting human rights and responsible sourcing in our supply chain.
NIKE is focused on running our business in an ethical way and that extends to our supply chain and the contract manufacturers who make our products. We collaborate with manufacturing suppliers who share our commitment to making products responsibly and sustainably. NIKE expects all suppliers to share our commitment to respecting the rights of workers and advancing their welfare, with particular care for people with unique vulnerabilities such as women, migrants, and temporary workers. We also expect suppliers to use natural resources responsibly and efficiently. We are strengthening long-term relationships with strategic suppliers and sourcing from fewer factories, focusing on those that are committed to our standards of sustainability, product excellence, and compliance with local laws.
In order to ensure that NIKE’s products are produced responsibly throughout the supply chain, we require our finished goods suppliers to verify they are sourcing materials from vendors that are compliant with NIKE’s Restricted Substances List (RSL) and NIKE’s Code of Conduct for suppliers (the “Supplier Code”). NIKE’s Supply Agreements also explicitly require suppliers to comply with all local and country-specific labor laws and NIKE’s Supplier Code and Code Leadership Standards.
Over the past five years, NIKE has increased our use of sustainable materials for apparel by scaling sustainable alternatives in high-volume products. As of fiscal 2020, 100% of the cotton we use across our entire product line is certified organic, recycled, or Better Cotton sourced through the Better Cotton Initiative (“BCI”). In addition, NIKE recycles more than 1.5 million pounds of cotton each year while caring for soil health and natural habitats, without fossil fuel-derived pesticides or synthetic fertilizers, and while respecting the rights of workers and farmers. We collaborate—including as members of BCI, through serving on the board of Textile Exchange, and by working with and within our industry—to develop best practices and an approach to sourcing raw materials responsibly, protecting human rights and reducing our environmental impact. While NIKE does not directly source cotton, or other raw materials, traceability at the raw materials level is an area of ongoing focus. We are working closely with our suppliers, industry associations, brands, and other stakeholders to pilot traceability approaches and map material sources so we can have confidence that the materials in our products are responsibly produced.
NIKE’s commitment to ethical practices in our own operations and our supply chain begins at the highest level.
The Board’s Corporate Responsibility, Sustainability & Governance Committee reviews and evaluates the Company’s significant strategies, activities, policies, investments, and programs regarding corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity and inclusion, and provides oversight of management’s efforts to ensure that the Company’s dedication to sustainability (including environmental sustainability and human rights) is reflected in our business operations.
NIKE is committed to sharing with our stakeholders how we manage social and environmental issues and impacts.
At NIKE we set open goals and implement transparent policies to promote human rights and ensure our products are ethically produced, as well as to share our progress and learnings along the way. NIKE’s annual Impact Report sets out how we manage social and environmental issues and impacts, as well as our targets for addressing these issues, and reports progress against them. For example, in our most recent Impact Report, we shared that in fiscal 2020 94% of NIKE’s sourcing came from factories that meet our definition of sustainable.
NIKE’s policies take seriously and support national and international efforts to promote human rights throughout the supply chain, including by ending forced labor.
1
Certified organic, Better Cotton (cotton grown according to the Better Cotton Standard System), or recycled.
|
•
NIKE’s Supplier Code
lays out the minimum standards we expect each supplier facility to meet. The Supplier Code includes requirements around forced and child labor, excessive overtime, compensation, workplace safety, and freedom of association, among other worker protections. These minimum standards are integral to NIKE’s supplier strategies—how we evaluate baseline performance and determine the suppliers with which NIKE will continue to engage and grow our business. As a condition of doing business with NIKE, the supplier must implement and integrate the Supplier Code, accompanying Code Leadership Standards (discussed below), and local law into its business, including the development of effective management systems, and submit to verification and monitoring. NIKE will investigate any non-compliance and work with factory managers to see that corrective actions are taken, and that problems are remediated. Should a supplier fail to remediate issues, it will be subject to review and sanctions, including termination of the supply agreement. When NIKE chooses to end a relationship with a supplier, it aims to do so responsibly, reducing the risk to the suppliers’ workers, local community, and the environment.
•
NIKE’s Code Leadership Standards (“CLS”)
specify how contract manufacturers should implement the Supplier Code. The document also articulates how we measure factories’ compliance efforts and progress against our Supplier Code, including specific requirements on the management of key forced labor risks.
•
The NIKE, Inc. Statement on Forced Labor, Human Trafficking and Modern Slavery for FY 2020
discusses NIKE’s global business practices to address forced labor. In addition to the Supplier Code and CLS, we have developed risk evaluation, auditing and remediation tools and local partnerships to help to advance responsible recruitment and employment practices across the sector and deeper within our supply chain. NIKE is working towards mapping these risks further up the supply chain and prioritizing our work on forced labor risks to focus on suppliers employing foreign migrant workers, a key vulnerable worker population.
•
NIKE’s Environment, Health, and Safety Policy
knits together a number of NIKE policies and programs to provide safe working conditions and promote a culture of safety and wellness for our own employees and workers at our contract manufacturers through implementing our Supplier Code, providing training, tools, and equipment to work safely, setting goals and assessing performance in these areas, and promoting sustainable development. NIKE-owned and operated facilities and Tier 1 finished goods contract manufacturers undergo external audits and internal assessments. When those processes reveal gaps in the implementation of our standards, we develop management skills and implement tools designed to fix those problems. We also consider those audits and assessments as we evaluate contract manufacturers and choose whom we work with as our business grows.
NIKE continues to prioritize fair labor and environmental sustainability in our supply chain and has set the following ambitious targets for 2025:
•
NIKE aims for 100% of our strategic suppliers to build world-class, safe, and healthy workplaces for the people making our products;
•
NIKE aims for 100% of facilities in our extended supply chain to meet NIKE’s foundational labor, health, safety, and environmental standards and demonstrate respect for the rights of their workers and communities where they operate;
•
NIKE aims to have 100% of women in the supply chain have increased access to career opportunities and upward mobility by developing tools that measure where suppliers can strengthen and improve gender advancement, working with the right organizations, such as the International Center for Research on Women, and identifying ways our suppliers can develop strong internal career pathways and more equitable talent pipelines; and
•
NIKE aims for 100% of our waste to be diverted from landfills in our extended supply chain, with at least 80% recycled back into NIKE products and other goods.
NIKE collaborates with stakeholders to support the needs of workers in our supply chain
. NIKE continues to expand our work with our peers, NGOs, and other organizations to increase respect for human rights and to accelerate positive impact in the countries where we and our suppliers operate. NIKE developed relationships with the Fair Labor Association and Better Work, a joint program of the International Labour Organization, and the International Finance Corporation, to help support the needs of workers through building sustainable business practices and addressing human rights risks, including forced labor.
In fiscal 2020, NIKE, joined the Better Cotton Initiative Task Force on Forced Labor, a group of representatives from civil society, brands, and consultancies with expertise in human rights and forced labor risks to conduct a holistic review of BCI’s approach to ensure decent work and forced labor conditions. The work resulted in a public report with specific recommendations to enhance BCI’s approach to addressing decent work and forced labor risks in the cotton supply chain and will be reviewed and evaluated for implementation into the program.
More information about our key initiatives and policies on sustainable sourcing are available in the Foundational Sourcing Expectations section of our website and in our fiscal 2020 Impact Report, which is available on the Purpose section of our website.
In summary, NIKE has already publicly disclosed our initiatives and policies around sustainable sourcing, which are responsive to the underlying objective of this proposal and provides our shareholders with more meaningful insight into our progress in this area. The Board of Directors believes that the Company’s policies effectively articulate our long-standing support for, and continued commitment to, human rights and sustainable sourcing, rendering the proposal duplicative and unnecessary.
|
|||||
BOARD RECOMMENDATION
|
|||||
X |
The Board of Directors recommends that shareholders vote
AGAINST
the shareholder proposal.
|
PROPOSAL 6
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING SUPPLEMENTAL PAY EQUITY DISCLOSURE
|
|||||
The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Elaine Alexander, c/o Arjuna Capital, 1 Elm Street, Manchester, MA 01944, a beneficial owner of 82 shares of Class B Stock, submitted the Proposal. The Board of Directors recommends a vote
AGAINST
the proposal and asks shareholders to read through NIKE’s response which follows the shareholder proposal.
|
|||||
Pay Equity
Whereas:
Pay inequity persists across race and gender. Black workers' hourly median earnings have fallen 3.6 percent since 2000, representing 75.6 percent of white wages. The median income for women working full time in the United States is 82 percent that of men. Intersecting race, African American women make 62 cents on the dollar, Native women 60 cents, and Latina women 54 cents. At the current rate, women will not reach pay equity until 2059, African American women until 2130, and Latina women until 2224.
Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income. McKinsey projects closing the racial wealth gap could net the United States economy 1.1 to 1.5 trillion by 2028. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development (OECD) countries' economies by 2 trillion dollars annually.
Diversity is linked to superior stock performance and return on equity. Actively managing pay equity is associated with improved representation. Of note, 23.9 percent of Nike employees are black, but black employees represent only 5.3 percent of employees above director level. Women account for 49.5 percent of Nike' s workforce and 42.5 percent of employees above director level.
Pay gaps are literally defined as the median pay of minorities and women compared to the median pay of non-minorities and men, considered
the
valid way of measuring gender pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.
Best practice pay equity reporting consists of two parts:
1.
unadjusted
med
i
an pay gaps, assess
i
ng
"
equal opportunity" to high pay
i
ng roles
2.
statistically adjusted
gaps, assessing pay for workers performing similar roles
Nike reports parity for statistically adjusted gaps but ignores unadjusted median gaps.
The Equal Employment and Opportunity Commission now mandates pay data reporting, across race and gender, as workforce diversity data alone is insufficient to assess pay inequity. The United Kingdom mandates disclosure of median gender pay gaps and is considering race and ethnicity reporting. Nike reported a four percent median gender base pay gap and a 25 percent bonus gap for United Kingdom employees.
Resolved:
Shareholders request Nike report on
median
pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
Racial/gender pay gaps are defined as the difference between minority and non-minority/female and male
median
earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).
|
|||||
Supporting Statement:
An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate:
•
percentage median gender pay gap, globally and/or by country, where appropriate
•
percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate
|
OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because
•
We are committed to the principle of equal pay for equal work and to enhancing the representation of diverse individuals at all levels of the Company;
•
The requested median pay gap measure is not a meaningful or accurate metric for our shareholders; and
•
Our current initiatives and public disclosures, including the pay equity data published in our annual Impact Report, already address the underlying rationale for the proposal and provide our shareholders with more relevant information about NIKE’s commitment to pay equity and increasing diversity, equity, and inclusion (“DE&I”) at all levels of the Company than the requested measure.
We are committed to pay equity and increasing diversity at all levels of the Company.
NIKE is focused on fostering a diverse, equitable, and inclusive culture by focusing on representation, education, development, and community.
We believe that diversity is a key component of innovation and strive to build a creative and inclusive environment, where all voices are welcomed and heard. In particular, we are focused on increasing representation of women globally and racial and ethnic minorities in the United States at all levels of the Company, including at the most senior levels, and ensuring that all of our employees are compensated fairly and equitably.
Our pay equity ratio, which is disclosed annually in our Impact Report, reflects our commitment to deliver equal pay for equal work. NIKE defines pay equity as equal compensation for women and men of all races and ethnicities who undertake the same work at the same level, location, experience, and performance. We have achieved a global pay equity ratio of 1:1 for men to women and a 1:1 pay equity ratio for white employees to racial and ethnic minorities in the United States. NIKE’s compensation and benefits are designed to be competitive and equitable, meet the diverse needs of our global teammates, and reinforce our values. We regularly monitor this data and annually review our compensation and promotion practices across all geographies, functions, and business units with the goal of ensuring we continue to achieve pay equity every year.
In addition to our commitment to achieving pay equity, we are also committed to increasing gender and racial diversity throughout the Company, including among our leadership ranks. In our annual Impact Report we disclose the actual percentage representation of women globally and racial and ethnic minorities in the United States and its trend over time to enable our shareholders to track the progress that we have made in advancing diversity in our workforce generally as well as specifically in senior leadership roles. For example, as of calendar year 2020, women now make up 50% of our total employee base. We increased VP-level representation for women globally to 41% (a 14% increase from 2015) and for racial and ethnic minorities in the United States to 29% (a 13% increase from 2015). Women also hold 43% of the positions at the Director level and above globally, while racial and ethnic minorities in the United States hold 27% of these leadership positions. NIKE has also committed to disclose the Federal Employer Information Report EEO-1 Data beginning with data for 2021, although we do not use the EEO-1 Data to measure progress or believe it is appropriate to do so. The EEO-1 Data will be available on the Company’s website. And at the Board level, NIKE has adopted a set of qualification standards for director nominees, which includes, among other things, diversity and inclusion as a factor.
|
|||||
Although we have made good progress with respect to DE&I, we know there is more work to be done and will continue to focus on recruitment, promotion, and retention to drive increased representation, including at the most senior levels. The FY20 NIKE, Inc. Impact Report sets out specific 2025 targets related to pay equity and diversity and inclusion at the Company. For example, we have committed to maintain a focus on pay equity and designing benefits that meet the needs of our diverse workforce, and to continue supporting our suppliers in developing their strategic compensation capabilities. In addition, by 2025, we have targeted achieving 45% representation of women globally at the VP level, 30% representation of racial and ethnic minorities at the Director level and above in the United States, and 35% representation of racial and ethnic minorities in our U.S. corporate workforce.
We have also increased programming to recruit, develop, and retain diverse employees. We scaled up our efforts to recruit the best and the brightest talent through traditional executive and campus recruiting channels and by expanding and deepening our relationships with Historically Black Colleges and Universities and Hispanic-Serving Institutions. We have also launched innovative programs, such as the Serena Design Crew, an eight-month apprenticeship program designed to bring diverse, talented individuals together to work on a Serena-inspired collection, and Women in Nike (W.I.N), a two-year program to provide relevant and dynamic work experience for retired or retiring WNBA players.
NIKE has also elevated diversity, equity, and inclusion to the heart of our People and Culture strategy, by combining our Talent and D&I teams under a single leader so that DE&I is now integrated into the entire Talent agenda from the very beginning of the employee experience, with measurement and leadership accountability throughout each employee’s career. Finally, NIKE supports our recruitment, promotion, and retention efforts through investments in DE&I education for all employees, to ensure that our people have the awareness and understanding necessary to build and retain diverse and inclusive teams; professional development programs and experiences, to empower and enable employees to grow their careers at NIKE; and our eight employee networks, to ensure an ecosystem of belonging and access for our internal communities.
|
The requested median pay gap measure is not a meaningful or accurate metric for our shareholders.
This measure seeks to compare the pay of two employees whose compensation happens to fall at the midpoint of the pay range among those employees sharing the relevant gender, racial, or ethnic characteristic, without adjusting for relevant factors that can explain differences in pay, such as their different role, skills, performance, experience, tenure, or location. Although the proposal is aimed at providing transparency with respect to pay equity and equal opportunity, this statistic does not demonstrate whether our women and racial and ethnic minority employees are being paid fairly for the roles that they are doing nor does it accurately depict female or racial and ethnic representation at NIKE’s different locations around the globe. Moreover, our shareholders do not need a surrogate measurement of pay equity and the percentage representation of women and racial and ethnic minority employees in senior leadership positions as we already provide the actual information on our website and in our annual Impact Report. As a result, the median pay ratios requested in the proposal provide no meaningful supplemental information to our shareholders.
We maintain robust policies and programs to advance our diversity, equity, and inclusion goals throughout the Company by ensuring a diverse breadth of talent in our pipeline and developing and supporting our female and U.S. racial and ethnic minority employees.
Some highlights of our efforts to enhance the recruitment, development, and retention of diverse talent at all levels of the Company include:
•
Increasing our focus on diversity recruitment programs, including by expanding and deepening our relationships with Historically Black Colleges and Universities and Hispanic-Serving Institutions.
•
Innovative programs aimed at building a pipeline of exceptional and diverse candidates, such as our Serena Design Crew apprenticeship for diverse and talented individuals and our Women in Nike (W.I.N) initiative for retired or retiring WNBA players.
•
Strategies to attract and select diverse candidates for our intern program through inclusive intern hiring and full-time employee conversion.
•
Eight employee-formed and managed networks that help build community for a diverse spectrum of individuals across the Company, such as the Black Employee Network and Friends, Latino & Friends Network, Native American Network & Friends, PRIDE Network and Women of Nike & Friends.
•
A new digital mentoring program for members of our employee networks.
•
Development programs for high-potential employees, including programs for Senior Director-level and Director-level employees that have each maintained 50% representation of female participants and 30% representation of U.S. racial and ethnic minorities.
•
Unconscious Bias Awareness training, which has been completed by close to 70% of our global workforce.
•
Inclusive leadership education and certification program, in collaboration with Northwestern University, for all VPs.
•
Our Board of Director’s ongoing oversight of the Company’s diversity, equity, and inclusion policies and decision-making at the Board and senior management levels, as well as the Corporate Responsibility, Sustainability & Governance Committee’s annual review and evaluation of significant DE&I strategies, activities, policies, investments, and programs.
•
Benefits that are responsive to our employees’ diverse needs, including fertility and adoption benefits, a surrogacy benefit, and a new benefit for families caring for children with learning, social, or behavioral challenges in the United States.
Our long-standing commitment to and support of gender and racial equality has been affirmed by many organizations. For example, NIKE has earned the title of Best Place to Work for LGBTQ Equality for the 19
th
year in a row, with a perfect score on the 2021 Corporate Equality Index, and Forbes named NIKE as one of the Best Employers for Diversity in 2021 and one of the Best Employers for Women in 2020. We have also joined the inaugural 2020 World Benchmarking Alliance Gender Equity & Women’s Empowerment Benchmark and the newly launched MLT Black Equity at Work certification.
More information about our key initiatives and diversity metrics is available in the DE&I Strategy section of our website and in our FY20 NIKE, Inc. Impact Report, both of which are available through the Purpose section of our website.
In summary, the Board of Directors believes the proposal is unnecessary because the information NIKE already publicly discloses with respect to our initiatives and pay equity and diversity metrics is responsive to the underlying objective of the proposal and provides our shareholders with more meaningful insight into our progress in this area.
|
|||||
BOARD RECOMMENDATION | |||||
X |
The Board of Directors recommends that shareholders vote
AGAINST
the shareholder proposal.
|
PROPOSAL 7
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING DIVERSITY AND INCLUSION EFFORTS REPORTING
|
|||||
The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Wynnette LaBosse Tr, c/o As You Sow, 1200 Fitzgerald Drive, Pinole, CA 94564, a beneficial owner of 84 shares of Class B Stock, submitted the proposal. The Board of Directors recommends a vote
AGAINST
the proposal and asks shareholders to read through NIKE’s response which follows the shareholder proposal.
|
|||||
Resolved
: Shareholders request that Nike Inc. ("Nike") publish, at reasonable expense and excluding proprietary information, annual reporting assessing the Company's diversity and inclusion efforts. At a minimum reporting should include:
•
the Board process for assessing the effectiveness of its diversity, equity, and inclusion programs,
•
the Board's assessment of program effectiveness, as reflected in any goals, metrics, and trends related to its promotion, recruitment, and retention of protected classes of employees.
Supporting Statement
: Investors seek quantitative, comparable data to understand the effectiveness of diversity, equity, and inclusion programs within and between companies.
Whereas
: Studies have pointed to the corporate benefits of a diverse workforce, including:
•
Companies with the strongest racial and ethnic diversity are 35 percent more likely to have financial returns above industry medians.
•
Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability and 27 percent more likely to have superior value creation.
1
•
A study of the S&P 500 found that the most diverse companies had an average annual five year stock return 5.8 percent higher than the least-diverse companies.
2
Nike has extensive brand advertising that speaks to race and justice issues, including featuring Colin Kaepernick in advertising campaigns, and an advertisement which states, "Don't pretend there's not a problem in America. Don't turn your back on racism."
In the wake of George Floyd's death, Nike's CEO, John Donahoe, wrote "...our most important priority is to get our own house in order.... Nike needs to be better than society as a whole. Our aspiration is to be a leader. While we have made some progress over the past couple of years, we have a long way to go."
3
Mr. Donahoe also said, "Our brand would not be what it is today without the powerful contributions of Black athletes and Black culture."
4
Yet, despite these statements and goals, Nike has faced damaging allegations of harassment and discrimination on the basis of gender, race, and gender identity. Reports of a toxic workplace have continued even after allegations of sexual harassment and gender discrimination led to significant turnover of male executives in 2018. In July 2020, an anonymous employee wrote to Business Insider accusing the company of "performative allyship" and said of Black employees at Nike: "Many have been suffering in silence, alone. Many have been laid off due to retaliation. Many feel like they should just shut up and work..."
5
Nike provides insufficient quantitative data for investors to determine the effectiveness of its human capital management program as it relates to workplace diversity. Unlike 71 percent of S&P 100 companies, Nike does not release its EEO-1 form, the best practice for sharing workforce composition. Nor does the company release meaningful data related to the hiring, retention, or promotion of its diverse employees.
1
McKinsey & Company, "Delivering through Diversity", January 2018
(https://www.mckinsey.com/~/media/mckinsey/business%20functions/organization/ our%20insights/ delivering%20through%2 0diversity/delivering-through-diversity_fuII-report.ashx)
2
Holger, Dieter, "The business case for more diversity" Wall Street Journal, October 26, 2019
(https://www.wsj.com/articles/the-business-case- for-more-diversity-11572091200)
3
https://www.kicksonfire.com/nike-anti-racism-Ietter-to-employees-prioritizes-getting-our-own-house-i n-order/
4
https://purpose.
n
ike
.
com/ceo-letter
5
https
:
//
www
.
busines
s
ins
i
de
r
.com/black-nike-
em
p
l
oyees-aIlege
-r
acism-at-company
-i
n
-
istagram-account-2020
-
7
|
OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because:
•
We are committed to advancing diversity, equity, and inclusion (“DE&I”) at NIKE, including enhancing the representation of diverse individuals at all levels of the Company;
•
We continue to increase resources devoted to building a more diverse and inclusive workforce by scaling up our efforts to recruit, develop, and retain diverse talent. This includes expanding our recruitment programs and partnerships, increasing funding and support for our eight employee networks, elevating DE&I to sit at the heart of the Company’s People & Culture strategy, and developing leadership training and accountability for our senior leaders; and
•
Our current initiatives and public disclosures, including NIKE’s global gender and U.S. racial and ethnic minority representation data in our annual Impact Report, and the Board of Director’s ongoing commitment to monitor the effectiveness of our DE&I policies and programs already address the essential objective of the proposal and provide our shareholders with detailed information about NIKE’s commitment to increasing diversity, equity, and inclusion at all levels of the Company.
We are committed to fostering a diverse and inclusive team and increasing diversity at all levels of the Company
. NIKE strives to foster a diverse, equitable, and inclusive culture by focusing on representation, education, development, and community. Our focus on improving diverse representation at all levels of the Company, which starts with women globally and racial and ethnic minorities in the United States, includes setting and striving for clear and ambitious targets and reporting our progress towards achieving them in our annual Impact Report, which is available on the Purpose section of our website. Improving representation requires expanding our efforts to recruit, retain, and promote diverse talent. We continue to enhance our efforts to recruit diverse talent both through traditional channels, such as our relationships with Historically Black Colleges and Universities and Hispanic-Serving Institutions, and by launching innovative new recruitment initiatives. And our retention and promotion efforts are supported by our investments in DE&I education for all employees, to ensure that our people have the awareness and understanding necessary to build and retain diverse and inclusive teams; professional development programs and experiences, to empower and enable employees to grow their careers at NIKE; and eight employee networks, to ensure an ecosystem of belonging and access for our internal communities. Furthermore, to create structural support for our work improving diverse representation throughout NIKE, in fiscal 2021 we combined our DE&I and Talent teams under a single leader.
Our commitment to diversity and inclusion begins at the top. We have adopted a set of qualification standards for nominees to our Board of Directors which includes, among other things, diversity and inclusion as a factor. Our Board monitors the effectiveness of our DE&I policies and programs both at the Board and senior management levels. In addition, our Board committees play key roles in overseeing and promoting DE&I at the Company. For example, the Corporate Responsibility, Sustainability & Governance Committee reviews and evaluates the Company’s significant strategies, activities, policies, investments and programs regarding corporate purpose, including diversity and inclusion, and monitors the Company’s progress towards its DE&I objectives. In addition, the Compensation Committee reviews and provides guidance to management regarding our policies, programs, and practices related to talent management and development for executive officers and senior management, including with respect to employee engagement and workplace DE&I.
Transparency is one of the key drivers of our DE&I work.
Each year in our Impact Report we disclose the actual percentage representation of women globally and racial and ethnic minorities in the United States, as well as year-over-year changes to enable our shareholders to track the progress that we have made in advancing diversity in our workforce generally as well as specifically in senior leadership roles. For example, as of calendar year 2020, women now make up 50% of our total employee base. We increased VP-level representation for women globally to 41% (a 14% increase from 2015) and for racial and ethnic minorities in the United States to 29% (a 13% increase from 2015). Women also hold 43% of the positions at the Director level and above globally, while racial and ethnic minorities in the United States hold 27% of these leadership positions. NIKE has also committed to disclose the Federal Employer Information Report EEO-1 Data beginning with data for 2021, although we do not use the EEO-1 Data to measure progress or believe it is appropriate to do so. The EEO-1 Data will be available on the Company’s website.
|
Although we have made good progress with respect to DE&I, we know there is more work to be done and will continue to focus on recruitment, promotion, and retention to drive increased representation, including at the senior levels of the Company. The FY20 NIKE, Inc. Impact Report sets out specific 2025 targets for DE&I, including achieving 45% representation of women globally at the VP level, 30% representation of racial and ethnic minorities at the Director level and above in the United States, and 35% representation of racial and ethnic minorities in our U.S. corporate workforce. In addition to disclosing these targets, we also report on the work we are doing to achieve them both in our annual Impact Report and on the DE&I Strategy section of our website. This includes our increased programming to recruit, develop, and retain diverse employees. For example, we have scaled up our efforts to recruit the best and the brightest talent through traditional executive and campus recruiting channels and by expanding and deepening our relationships with Historically Black Colleges and Universities and Hispanic-Serving Institutions. We have also launched innovative programs, such as the Serena Design Crew, an eight-month apprenticeship program designed to bring diverse, talented individuals together to work on a Serena-inspired collection, and Women in Nike (W.I.N), a two-year program to provide relevant and dynamic work experience for retired or retiring WNBA players.
We maintain robust policies and programs to advance our diversity, equity, and inclusion goals throughout the Company by ensuring a diverse breadth of talent in our pipeline and developing and supporting our female and U.S. racial and ethnic minority employees.
Some highlights of our efforts to enhance the recruitment, development and retention of diverse talent at all levels of the Company include:
•
Increasing our focus on diversity recruitment programs, including by expanding and deepening our relationships with Historically Black Colleges and Universities and Hispanic-Serving Institutions.
•
Innovative programs aimed at building a pipeline of exceptional and diverse candidates, such as our Serena Design Crew apprenticeship for diverse and talented individuals and our Women in Nike (W.I.N) initiative for retired or retiring WNBA players.
•
Strategies to attract and select diverse candidates for our intern program through inclusive intern hiring and full-time employee conversion.
•
Eight employee-formed and managed networks that help build community for a diverse spectrum of individuals across the Company, such as the Black Employee Network and Friends, Latino & Friends Network, Native American Network & Friends, PRIDE Network and Women of Nike & Friends.
•
A new digital mentoring program for members of our employee networks.
•
Development programs for high-potential employees, including programs for Senior Director-level and Director-level employees that have each maintained 50% representation of female participants and 30% representation of U.S. racial and ethnic minorities.
•
Unconscious Bias Awareness training, which has been completed by close to 70% of our global workforce.
•
Inclusive leadership education and certification program, in collaboration with Northwestern University, for all VPs.
•
Our Board of Director’s ongoing oversight of the Company’s diversity, equity, and inclusion policies and decision-making at the Board and senior management levels, as well as the Corporate Responsibility, Sustainability & Governance Committee’s annual review and evaluation of significant DE&I strategies, activities, policies, investments, and programs.
•
Benefits that are responsive to our employees’ diverse needs, including fertility and adoption benefits, a surrogacy benefit, and a new benefit for families caring for children with learning, social, or behavioral challenges in the United States.
Our long-standing commitment to and support of gender and racial equality has been affirmed by many organizations. For example, NIKE has earned the title of Best Place to Work for LGBTQ Equality for the 19
th
year in a row, with a perfect score on the 2021 Corporate Equality Index, and Forbes named NIKE as one of the Best Employers for Diversity in 2021 and one of the Best Employers for Women in 2020. We have also joined the inaugural 2020 World Benchmarking Alliance Gender Equity & Women’s Empowerment Benchmark and the newly launched MLT Black Equity at Work certification.
More information about our key initiatives and diversity metrics is available in the DE&I Strategy section of our website and in our FY20 NIKE, Inc. Impact Report, both of which are available through the Purpose section of our website.
In summary, the Board of Directors believes the proposal is unnecessary because the information NIKE already publicly discloses with respect to our initiatives and diversity metrics is responsive to the essential objective of the proposal and provides our shareholders with meaningful insight into our progress in this area.
|
|||||
BOARD RECOMMENDATION
|
|||||
X |
The Board of Directors recommends that shareholders vote
AGAINST
the shareholder proposal.
|
TITLE OF CLASS
|
SHARES BENEFICIALLY
OWNED (1) |
PERCENT OF
CLASS (2) |
||||||||||||||||||
Cathleen A. Benko | Class B | 7,932 | — | |||||||||||||||||
Elizabeth J. Comstock | Class B | 31,633 |
(3)
|
— | ||||||||||||||||
John G. Connors | Class B | 112,514 |
(3)
|
— | ||||||||||||||||
Timothy D. Cook | Class B | 45,433 |
(3)
|
— | ||||||||||||||||
John J. Donahoe II
(5)
|
Class B | 445,575 |
(3)(6)
|
— | ||||||||||||||||
Thasunda B. Duckett | Class B | 3,542 | — | |||||||||||||||||
Alan B. Graf, Jr. | Class B | 192,425 | — | |||||||||||||||||
Peter B. Henry | Class B | 2,282 | — | |||||||||||||||||
Travis A. Knight | Class A | 41,006,369 |
(4)
|
13.4 | % | |||||||||||||||
Class B | 41,030,262 |
(4)
|
3.1 | % | ||||||||||||||||
Mark G. Parker
(5)
|
Class B | 3,773,209 |
(3)(6)
|
0.3 | % | |||||||||||||||
Michelle A. Peluso | Class B | 22,767 | — | |||||||||||||||||
John W. Rogers, Jr. | Class B | 14,475 | — | |||||||||||||||||
Andrew Campion
(5)
|
Class B | 288,879 |
(3)
|
— | ||||||||||||||||
Matthew Friend
(5)
|
Class B | 170,694 |
(3)
|
— | ||||||||||||||||
Heidi O'Neill
(5)
|
Class B | 91,755 |
(3)
|
— |
TITLE OF CLASS |
SHARES BENEFICIALLY
OWNED (1) |
PERCENT OF
CLASS (2) |
||||||||||||||||||
Sojitz Corporation of America | Preferred |
(7)
|
300,000 | 100.0 | % | |||||||||||||||
1211 S.W. 5th Ave, Pacwest Center, Ste. 2220,
Portland, OR 97204 |
||||||||||||||||||||
Philip H. Knight
One Bowerman Drive, Beaverton, OR 97005 |
Class A | 21,404,487 |
(8)
|
7.0 | % | |||||||||||||||
Class B | 34,740,174 |
(9)
|
2.7 | % | ||||||||||||||||
Swoosh, LLC
22990 NW Bennett Street, Hillsboro, OR 97124 |
Class A | 233,500,000 |
(10)
|
76.6 | % | |||||||||||||||
Class B | 233,500,000 | 15.5 | % | |||||||||||||||||
Travis A. Knight 2009 Irrevocable Trust II
22990 NW Bennett Street, Hillsboro, OR 97124 |
Class A | 41,006,369 |
(4)
|
13.4 | % | |||||||||||||||
Class B | 41,006,369 |
(4)
|
3.1 | % | ||||||||||||||||
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355 |
Class B | 103,945,154 |
(11)
|
8.3 | % |
(11)
|
||||||||||||||
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 |
Class B | 93,108,691 |
(12)
|
7.3 | % |
(12)
|
||||||||||||||
All directors and executive officers as a group (17 persons)
|
Class A | 41,006,369 |
(4)
|
13.4 | % | |||||||||||||||
Class B | 47,010,491 |
(3)(4)(6)
|
3.7 | % |
![]() |
VOTE BY INTERNET
Before The Meeting
- Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 5, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 3, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting
- Go to
www.virtualshareholdermeeting.com/NKE2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on October 5, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 3, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
||||
NIKE, INC.
ONE BOWERMAN DRIVE
BEAVERTON, OR 97005-6453
|
D21035-P43098 | KEEP THIS PORTION FOR YOUR RECORDS | ||||
DETACH AND RETURN THIS PORTION ONLY |
NIKE, INC. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1, a vote
FOR
Proposals 2 and 3, and a vote
AGAINST
Proposal 4, 5, 6, and 7.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1 | Class A director nominees: To elect a Board of Directors for the ensuing year. | For | Withhold | |||||||||||||||||||||||||||||||||||||||||||||||||||||
1a. | Cathleen A. Benko | ☐ | ☐ | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||||||||||||
1b. | Elizabeth J. Comstock | ☐ | ☐ | 2 | To approve executive compensation by an advisory vote. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1c. | John G. Connors | ☐ | ☐ | 3 | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1d. | Timothy D. Cook | ☐ | ☐ | 4 | To consider a shareholder proposal regarding political contributions disclosure, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1e. | John J. Donahoe II | ☐ | ☐ | 5 | To consider a shareholder proposal regarding a human rights impact assessment, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1f. | Thasunda B. Duckett | ☐ | ☐ | 6 | To consider a shareholder proposal regarding supplemental pay equity disclosure, if properly presented at the meeting.. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1g. | Travis A. Knight | ☐ | ☐ | 7 | To consider a shareholder proposal regarding diversity and inclusion efforts reporting, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||
1h. | Mark G. Parker | ☐ | ☐ | 8 | To transact such other business as may properly come before the meeting. | |||||||||||||||||||||||||||||||||||||||||||||||||||
1i. | John W. Rogers, Jr. | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||
D21036-P43098 | ||||||||
Proxy - NIKE, INC. | ||||||||
CLASS A COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS
October 6, 2021
The undersigned hereby appoints Mark G. Parker, Travis A. Knight, and Michelle A. Peluso, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class A Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on October 6, 2021, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF THE NOMINEES FOR DIRECTOR FOR PROPOSAL 1,
FOR
PROPOSALS 2 AND 3, AND
AGAINST
PROPOSAL 4, 5, 6, AND 7. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
Continued and to be signed on reverse side
|
||||||||
![]() |
VOTE BY INTERNET
Before The Meeting
- Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 5, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 3, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting
- Go to
www.virtualshareholdermeeting.com/NKE2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on October 5, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 3, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
||||
NIKE, INC.
ONE BOWERMAN DRIVE
BEAVERTON, OR 97005-6453
|
D21037-P43098 | KEEP THIS PORTION FOR YOUR RECORDS | ||||
DETACH AND RETURN THIS PORTION ONLY |
NIKE, INC. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends a vote
FOR
all the nominees listed in Proposal 1, a vote
FOR
Proposals 2 and 3, and a vote
AGAINST
Proposal 4, 5, 6, and 7.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1 |
Class B director nominees: To elect a Board of Directors for the ensuing year.
|
For | Withhold | |||||||||||||||||||||||||||||||||||||||||||||||||||||
1a. | Alan B. Graf, Jr. | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
1b. | Peter B. Henry | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
1c. | Michelle A. Peluso | ☐ | ☐ | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||||||||||||
2 | To approve executive compensation by an advisory vote. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3 | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
4 | To consider a shareholder proposal regarding political contributions disclosure, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
5 | To consider a shareholder proposal regarding a human rights impact assessment, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
6 | To consider a shareholder proposal regarding supplemental pay equity disclosure, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
7 | To consider a shareholder proposal regarding diversity and inclusion efforts reporting, if properly presented at the meeting. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
8 | To transact such other business as may properly come before the meeting. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||
D21038-P43098 | ||||||||
Proxy - NIKE, INC. | ||||||||
CLASS B COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 6, 2021
The undersigned hereby appoints Mark G. Parker, Travis A. Knight, and Michelle A. Peluso, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class B Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on October 6, 2021, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF THE NOMINEES FOR DIRECTOR FOR PROPOSAL 1,
FOR
PROPOSALS 2 AND 3, AND
AGAINST
PROPOSAL 4, 5, 6, AND 7. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
|
||||||||
Continued and to be signed on reverse side
|
||||||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|