NIKE Shareholders Approve 16M Share ESPP Expansion and Elect Board of Directors
NIKE, Inc.
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Filing Summary
NIKE, Inc. (NYSE: NKE) — Form 8-K Filing Analysis
• Event: Results of Annual Meeting of Shareholders held September 8, 2026 • Key Approvals:
- ESPP Share Increase: Approved an amendment to the Employee Stock Purchase Plan adding 16,000,000 Class B Common shares to the plan pool (total 78,000,000 reserved).
- Director Elections: All 11 director nominees elected (8 by Class A holders, 3 by Class B holders).
- Say-on-Pay: Advisory executive compensation passed with 736.9M votes FOR vs. 349.5M AGAINST.
- Auditor Ratification: PricewaterhouseCoopers LLP ratified for FY 2027. • Shareholder Proposals: Proposals regarding charitable support discrimination reporting and environmental targets were both defeated.
Comprehensive Analysis
Summary of Filing
On September 10, 2026, NIKE, Inc. filed a Form 8-K reporting the voting results from its Annual Meeting of Shareholders held on September 8, 2026.
Key Voting Outcomes
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Item 5.02 & Proposal 4 — Employee Stock Purchase Plan (ESPP) Amendment:
- Shareholders approved the amended and restated NIKE, Inc. Employee Stock Purchase Plan.
- Authorized shares reserved for issuance under the Plan increased by 16,000,000 Class B Common Stock shares, bringing the total reserved pool to 78,000,000 shares.
- Votes: 1,081,095,618 For | 5,127,600 Against | 1,818,374 Abstain.
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Proposal 1 — Election of Directors:
- Class A Directors Elected: Timothy Cook, Maria Henry, Peter Henry, Elliott Hill, Travis Knight, Jørgen Vig Knudstorp, Mark Parker, and Michelle Peluso.
- Class B Directors Elected: Thasunda Duckett, Mónica Gil, and Robert Swan.
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Proposal 2 — Advisory Vote on Executive Compensation (Say-on-Pay):
- Approved: 736,936,017 votes For vs. 349,508,277 Against (and 1,597,298 Abstain).
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Proposal 3 — Independent Auditor Ratification:
- Ratification of PricewaterhouseCoopers LLP for FY 2027 approved with 1,175,590,556 votes For.
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Proposals 5 & 6 — Shareholder Proposals:
- Discrimination in Charitable Support Report: Defeated (7.36M For vs. 1.07B Against).
- Environmental Targets: Defeated (110.86M For vs. 935.45M Against).
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