Nike Proxy
NIKE, Inc. – SEC.gov
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934(Amendment No. )Filed by the Registrant x Filed by a Party other than the Registrant ¨Check the appropriate box:¨Preliminary Proxy Statement¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material under §240. 14a-12NIKE, INC. (Name of registrant as specified in its charter)(Name of person(s) filing proxy statement, if other than the registrant)Payment of Filing Fee (Check the appropriate box):xNo fee required¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:¨Fee paid previously with preliminary materials. ¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No. :(3)Filing Party:(4)Date Filed:MESSAGE FROM OUR EXECUTIVE CHAIRMANTo Our Shareholders:Human potential, and the power of the human spirit to come back against almost insurmountable odds drives all that we do here at NIKE. We’ve seen it from our athletes. From LeBron James and Tiger Woods to Michael Jordan and Serena Williams. This grounding philosophy has been, and will be necessary, in the days, months, and years ahead. Constant evolution and improvement is core to our beliefs and impacts everything from the products we create, and our impact on the communities in which we live, work and play, to our commitment to sound corporate governance. At no time is this more important than now, a time when challenges are arising at an unprecedented pace, frequency, and fiscal 2020 we demonstrated that we remain committed to fielding the best team to guide the Company in its pursuit of long-term value for our stakeholders. We continued our evolution and refreshment of the Company’s Board of Directors, evaluating the Board’s leadership structure, aligning committee membership, welcoming new and saying fond farewell to members of our Board, while always maintaining a focus on the optimal stewardship of our Company. This has resulted in increased gender diversity, lowered average age and moderated tenure, ushering in new, fresh perspectives, experiences, and expertise to our fiscal 2020, the Board executed against one of its most important duties, a CEO transition. In John Donahoe, NIKE has a leader with deep knowledge of, and affinity for, all that makes us special, and extensive understanding of the capabilities essential to our future growth. John’s appointment was accompanied by thoughtful transitions in certain of our senior management ranks, ensuring continuity of leadership and a skilled executive team to guide us towards NIKE’s next phase of long-term sustainable growth under the Consumer Direct we look to our Annual Meeting of Shareholders, we are pleased to share our proxy statement with you. We have maintained the changes first presented last year, including the director skills matrix and expanded director biographies, and have completely revamped the Compensation Discussion and Analysis section of this document to better ground our shareholders and constituents in our compensation philosophy, clarify disclosure, and present a more readable document are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually, on Thursday, September 17, 2020, 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 ncerely, “Constant evolution and improvement is core to our beliefs and impacts everything from the products we create, and our impact on the communities in which we live, work and play, to our commitment to sound corporate governance. “MARK G. PARKER, EXECUTIVE CHAIRMANJuly 24, 2020NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSeptember 17, 2020TO THE SHAREHOLDERS OF NIKE, are cordially invited to the Annual Meeting of Shareholders of NIKE, Inc., an Oregon corporation:DATE AND TIME: Thursday, September 17, 2020, at 10:00 A. Pacific TimeLOCATION:This year’s meeting will be a virtual Annual Meeting at OF BUSINESS:PROPOSALPAGE REFERENCE1 To elect the 12 directors named in the accompanying proxy statement for the ensuing 6Class A Will elect nine BWill elect three directors. Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals. 2 To approve executive compensation by an advisory 283 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting 544 To approve the NIKE, Inc. Stock Incentive Plan, as amended and 565 To consider a shareholder proposal regarding political contributions disclosure as described in the accompanying proxy statement, if properly presented at the 626 To transact such other business as may properly come before the to the public health impact of the COVID-19 pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year’s Annual Meeting in a virtual format only. Shareholders of record at the close of business on July 17, 2020, the record date fixed by the Board of Directors, may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during, the Annual Meeting, visit and enter the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, voting instructions form, or proxy card. Questions may be submitted in advance of the Annual Meeting by visiting and entering your 16-digit control Order of the Board of Directors, Ann M. Miller Vice President, Corporate Secretary, and Chief Ethics & Compliance OfficerImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 17, 2020. The proxy statement and NIKE, Inc. ’s 2020 Annual Report to Shareholders are available online at or, for registered and beneficial owners, OF CONTENTSPAGENOTICE OF ANNUAL MEETING OF SHAREHOLDERS2Proxy Statement4Virtual Meeting4Voting Securities and Vote Required4CORPORATE GOVERNANCE6PROPOSAL 1Election of Directors6NIKE, Inc. Board of Directors7Individual Board Skills Matrix20Board Structure and Responsibilities22Director Compensation for Fiscal 202026COMPENSATION DISCUSSION AND ANALYSIS28PROPOSAL 2Shareholder Advisory Vote to Approve Executive Compensation28Introduction29Executive Summary29Leadership Transitions31Compensation of Our Named Executive Officers32Our Compensation Process39Other Compensation Practices40Compensation Committee Report42Executive Compensation Tables43AUDIT MATTERS54PROPOSAL 3Ratification of Appointment of Independent Registered Public Accounting Firm54Report of the Audit & Finance Committee55STOCK INCENTIVE PLAN56PROPOSAL 4To approve the NIKE, Inc. Stock Incentive Plan, as amended and restated56Summary of the Stock Incentive Plan57SHAREHOLDER PROPOSAL62PROPOSAL 5To Consider a Shareholder Proposal Regarding Political Contributions Disclosure62STOCK OWNERSHIP INFORMATION63Stock Holdings of Certain Owners and Management64Transactions with Related Persons66OTHER MATTERS67Shareholder Proposals67EXHIBIT A — NIKE, INC. STOCK INCENTIVE PLAN68PROXY STATEMENTWe are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of Proxy Materials, or “Notice”, instead of mailing printed copies of those materials to each shareholder. The Notice directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect enclosed proxy is solicited by the Board of Directors (the “Board”) of NIKE, Inc. (“NIKE” or the “Company”) for use at the annual meeting of shareholders to be held on September 17, 2020, and at any adjournment thereof (the “Annual Meeting”). Our principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453. This proxy statement is first being made available to shareholders on or about August 6, 2020. Shareholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, online or by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17, that are properly voted online or by telephone or for which proxy cards are properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted “FOR” the election of each of the named nominees for director (Proposal 1), “FOR” the proposal regarding an advisory vote to approve executive compensation (Proposal 2), “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Proposal 3), “FOR” the approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated (Proposal 4), and “AGAINST” the shareholder proposal regarding political contributions disclosure (Proposal 5). A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote at the meeting or by delivering to Ms. Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer of NIKE, Inc., either an instrument of revocation or an executed proxy bearing a later RTUAL MEETINGDue to the public health impact of the COVID-19 pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year’s Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business on July 17, 2020 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. To submit questions in advance of the Annual Meeting, visit before 11:59 P. Eastern Time on September 16, 2020 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy SECURITIES AND VOTE REQUIREDHolders of record of NIKE’s Class A Common Stock (“Class A Stock”) and holders of record of NIKE’s Class B Common Stock (“Class B Stock” and together with the Class A Stock, the “Common Stock”) at the close of business on July 17, 2020 will be entitled to vote at the Annual Meeting. On that date, 315, 017, 252 shares of Class A Stock and 1, 244, 871, 297 shares of Class B Stock were issued and outstanding. Neither class of Common Stock has cumulative voting share of Class A Stock and each share of Class B Stock is entitled to one vote on every matter submitted to the applicable shareholders at the Annual Meeting. A majority of the votes entitled to be cast on Proposal 1, the election of directors, by each of the Class A Stock and Class B Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively, for action on Proposal 1. The holders of Class A Stock and the holders of Class B Stock will vote separately on Proposal 1. Holders of Class B Stock are currently entitled to elect 25 percent of the Board, rounded up to the next whole number. Holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula, holders of Class B Stock, voting separately, will elect three directors, and holders of Class A Stock, voting separately, will elect nine directors. Under Oregon Law and our Bylaws, if a quorum of each class of Common Stock is present at the meeting, the three director nominees who receive the greatest number of votes cast by holders of Class B Stock and the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock will be elected directors. A majority of the votes entitled to be cast on Proposals 2, 3, 4, and 5 by both Class A Stock and Class B Stock together constitutes a quorum for action on those proposals. Holders of Class A Stock and holders of Class B Stock will vote together as one class on Proposals 2, 3, 4, and 5. If a quorum is present at the meeting, Proposals 2, 3, 4, and 5 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of any of the proposals. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’s RPORATE GOVERNANCEPROPOSAL 1 ELECTION OF DIRECTORSA 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. With the exception of Ms. Thasunda B. Duckett, all of the nominees were elected at the 2019 annual meeting of shareholders. Ms. Duckett was recommended to the Corporate Responsibility, Sustainability & Governance Committee for consideration by a third-party director search firm. Mr. Alan B. Graf, Jr., Mr. Peter B. Henry, and Ms. Michelle A. Peluso are nominated by the Board of Directors 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 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 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 of the certification of the election ckground information on the nominees as of July 24, 2020, including some 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 RECOMMENDATIONThe Board of Directors recommends that the Class A Shareholders vote FOR the election of nominees to the Board of DirectorsThe Board of Directors recommends that the Class B Shareholders vote FOR the election of nominees to the Board of DirectorsNIKE, INC. BOARD OF DIRECTORSBOARD OVERVIEWOur Board is currently comprised of twelve individuals selected on the basis of numerous criteria, including experience and achievements; fields of significant knowledge; good character; sound judgment; and diversity. We view the effectiveness of our Board both through an individual and collective lens and believe that our Board is optimized to support and guide the DIVERSITYGENDER/ETHNIC DIVERSITYAGETENUREBOARD SKILLS, EXPERIENCES, AND QUALIFICATIONSDIVERSITY 6/12Gender 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 NANCIAL EXPERTISE 10/12Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal EXPERIENCE 7/12CEO 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 TERNATIONAL 9/12International 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 /TECHNOLOGY 6/12Technology 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 INDUSTRY 5/12Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic 2/12Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful ADEMIA 1/12Academia provides organizational management experience and knowledge of current issues in academia and thought MANAGEMENT 6/12HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee ERNANCE 8/12Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate RPORATE GOVERNANCE HIGHLIGHTSü 9 out of 12 directors are independentü 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 three fiscal years ü Retirement policy generally requires that directors do not stand for election after reaching the age of 72NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERSCATHLEEN A. BENKOAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)622018CompensationNoneConverse All Star Platform Low Top and Nike AeroLayer JacketSKILLS, EXPERIENCES AND QUALIFICATIONSDIVERSITYDIGITAL/TECHNOLOGYHR/TALENT MANAGEMENTINTERNATIONALMs. Benko is a former Vice Chairman and Managing Principal of Deloitte LLP (“Deloitte”), an organization that, through its subsidiaries and network of member firms, provides audit, consulting, tax, and advisory services to clients globally. During her nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, several concurrent with her appointment as Vice Chairman and Managing Principal in 2011. •From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm’s “Digital Giants” practice where she was the senior advisory partner for several digital-native companies. •From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer. •Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent management roles, including serving as the company’s first Vice Chairman and Chief Talent Officer from 2006 to 2010, its Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of Women, from 2003 to 2009. •Ms. Benko led Deloitte’s technology sector from 2003 to 2007 and was previously Deloitte’s first Global e-Business Leader, a position she held from 1998 to Benko is chair of a Harvard Business School Advisory Council and a member of the Board of nonprofit organization American Corporate Partners. ELIZABETH J. COMSTOCKAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)592011CompensationNoneNike Air Force 1 and Nike Air Satin JacketSKILLS, EXPERIENCES AND QUALIFICATIONSDIVERSITYDIGITAL/TECHNOLOGYMEDIAINTERNATIONALMs. Comstock is the former Vice Chair of General Electric Company (“GE”). She led GE’s efforts to accelerate new growth and operated GE Business Innovations, which included Current, GE Lighting, GE Ventures & Licensing and GE sales, marketing and communications. •At GE, Ms. Comstock was appointed:•Senior Vice President, Chief Marketing and Commercial Officer in 2008, •President, NBC Universal Integrated Media in 2006, •Corporate Vice President and Chief Marketing Officer in 2003, •Vice President of Corporate Communications in 1998, •Senior Vice President, NBC Corporate Communications in 1996, and•Vice President, Communications, NBC News Communications in 1994. •Prior to joining GE in 1994, Ms. Comstock held a succession of positions at NBC, CBS, and Turner Comstock is a trustee of The National Geographic Society and Visiting Scholar at the Columbia University Center for Science and G. CONNORSAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)612005Audit & FinanceSplunk, React and Nike SFB BootsSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISEDIGITAL/TECHNOLOGYGOVERNANCEINTERNATIONALMr. Connors is a partner in Ignition Partners LLC, a Seattle-area venture capital firm. •Mr. Connors served as Senior Vice President and Chief Financial Officer of Microsoft Corporation (“Microsoft”) from December 1999 to May 2005. Connors joined Microsoft in 1989 and held various management positions, including: •Vice President, Worldwide Enterprise Group in 1999, •Chief Information Officer from 1996 to 1999, and •Corporate Controller from 1994 to Connors is a member of the Board of Directors of Splunk, Inc. In addition to this public company board service, he is also a member of the Board of Directors of privately held companies Chef, Inc., ICERTIS, Inc., Maka Autonomous Robotic Systems Inc., Tempered Networks Inc., LiveStories Inc., and KenSci Inc., and is on the Board of the Washington Policy Center. TIMOTHY D. COOK, LEAD INDEPENDENT DIRECTORAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)592005Compensation, ChairApple Epic React and Nike FlexSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISEDIGITAL/TECHNOLOGYHR/TALENT MANAGEMENTCEO EXPERIENCERETAIL INDUSTRYGOVERNANCEINTERNATIONALMr. Cook is the Company’s Lead Independent Director and is the Chief Executive Officer of Apple Inc. (“Apple”). Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998. •Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North American Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of J. DONAHOE IIAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)602014 ExecutivePayPal Holdings, Phantom Epic React and Jordan Jumpman HoodieSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISEDIGITAL/TECHNOLOGYHR/TALENT MANAGEMENTCEO EXPERIENCERETAIL INDUSTRYGOVERNANCEINTERNATIONALMr. Donahoe is President and Chief Executive Officer of NIKE, Inc. and has been a director since 2014. •From 2017 to 2019, Mr. Donahoe served as President and Chief Executive Officer of ServiceNow, Inc. (“ServiceNow”), provider of enterprise cloud computing services for global enterprises. •From 2008 to 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. (“eBay”), provider of the global online marketplace and PayPal digital payments platform. Donahoe joined eBay in 2005 as President of eBay Marketplaces, responsible for eBay’s global e-Commerce businesses. •Prior to joining eBay, Mr. Donahoe was the Chief Executive Officer and Worldwide Managing Director of Bain & Company from 1999 to 2005, and a Managing Director from 1992 to Donahoe is Chairman and a member of the Board of Directors of PayPal Holdings, Inc. In addition to this public company board service, he also serves on the Board of Trustees for The Bridgespan Group. Donahoe served on the Board of Directors of Intel Corporation from March 2009 to May 2017, and ServiceNow from March 2017 to June ASUNDA B. DUCKETTAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)472019Corporate Responsibility, Sustainability & GovernanceNoneAir Jordans, Nike Air Force 1, and Nike Air Max 270SKILLS, EXPERIENCES AND QUALIFICATIONSDIVERSITYFINANCIAL EXPERTISECEO EXPERIENCERETAIL INDUSTRYHR/TALENT MANAGEMENTMs. Duckett is the Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co. (“JPMorgan Chase”). • From 2013 to 2016, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance. • From 2004 to 2013, Ms. Duckett held multiple management and consumer lending roles with JPMorgan Chase. • Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage Association, or Fannie Duckett is chair of the Otis and Rosie Brown Foundation and a member of the Board of Directors of the Children’s Learning Center of Fairfax County. Additionally she is on the Board of The Robert F. Kennedy Human Rights A. KNIGHTAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)462015ExecutiveNoneNike Air Zoom PegasusSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISECEO EXPERIENCEMEDIAMr. Knight is the President and Chief Executive Officer of the animation studio, LAIKA, LLC (“LAIKA”), which specializes in feature-length films. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive Officer in 2009. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an Academy Award and winner of the BAFTA award for Best Animated Film. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls (2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and Lead Animator for Coraline (2009). •Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, and as a stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the Emmy Award-winning stop-motion animated television series The Knight serves on the Board of Directors of LAIKA. He is the son of NIKE’s co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the alignment of the Board with the interests of NIKE G. PARKER, EXECUTIVE CHAIRMAN OF THE BOARDAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT642006Executive, ChairThe Walt Disney CompanyStill can’t pick just oneSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISEINTERNATIONALHR/TALENT MANAGEMENTCEO EXPERIENCERETAIL INDUSTRYGOVERNANCEMr. Parker is Executive Chairman of the Board of Directors of the Company. He served as President and Chief Executive Officer of the Company from 2006 to January 2020. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management. Parker was appointed:•President and Chief Executive Officer in 2006, •President of the NIKE Brand in 2001, •Vice President of Global Footwear in 1998, •General Manager in 1993, •Corporate Vice President in 1989, and •Divisional Vice President in charge of product development in Parker is a member of the Board of Directors of The Walt Disney Company. Parker was selected to serve on the Board because the experience gained while serving as the Company’s Chief Executive Officer makes his position as Executive Chairman of the Board W. ROGERS, EDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)622018Corporate Responsibility, Sustainability & GovernanceMcDonald’s Corporation and The New York Times CompanyNike KD and Nike LeBron Basketball ShoesSKILLS, EXPERIENCES AND QUALIFICATIONSDIVERSITYCEO EXPERIENCEGOVERNANCEFINANCIAL EXPERTISEMr. Rogers is Chairman, Co-CEO and Chief Investment Officer of Ariel Investments, LLC, a privately-held money management firm he founded in 1983, which serves individual and institutional investors through its mutual funds and separate accounts. •In 2008, Mr. Rogers was awarded Princeton University’s highest honor, the Woodrow Wilson Award, presented each year to the alumnus whose career embodies a commitment to national service. Rogers served as co-chair for the Presidential Inaugural Committee 2009, and more recently, joined the Barack Obama Foundation’s Board of Rogers is a member of the Board of Directors of McDonald’s Corporation and The New York Times Company. In addition to this public company board service, he also serves as trustee of the University of Chicago, the Robert F. Kennedy Center for Justice and Human Rights, the National Association of Basketball Coaches (NABC) Foundation, Inc., and is a life trustee of the Chicago Symphony Orchestra. Rogers served on the Board of Directors of Exelon Corporation from October 2000 until April RECOMMENDATIONThe Board of Directors recommends that the Class A Shareholders vote FOR the election of the nominees above to the Board of MINEES FOR ELECTION BY CLASS B SHAREHOLDERSALAN B. GRAF, EDIRECTOR SINCECOMMITTEEOTHER CURRENT PUBLIC DIRECTORSHIPSFAVORITE NIKE PRODUCT(S)662002Audit & Finance, ChairMid-America Apartment Communities, Air Max 270, Nike Air Max, and Nike PolosSKILLS, EXPERIENCES AND QUALIFICATIONSFINANCIAL EXPERTISEINTERNATIONALGOVERNANCEMr. Graf is the Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx”), a position he has held since 1998, and is a member of FedEx’s Executive Committee. Graf joined FedEx in 1980 and was Senior Vice President and Chief Financial Officer for F
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Proxy Statement Definition – Investopedia
What Is a Proxy Statement?
A proxy statement is a document containing the information the Securities and Exchange Commission (SEC) requires companies to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual or special stockholder meeting. Issues covered in a proxy statement can include proposals for new additions to the board of directors, information on directors’ salaries, information on bonus and options plans for directors, and any declarations made by the company’s management.
Key Takeaways
Public companies are required to file proxy statements with the Securities and Exchange proxy statement is filed when a company is seeking shareholder votes and is filed ahead of an annual proxy statement, called a Form DEF 14A, highlights new board of director nominees, proposed executive salary and compensation, and any other information a shareholder may need to vote on an statements provide shareholders with crucial information needed to assess the qualifications and compensation of key members of the company’s management team and board of directors. A proxy statement is different from a proxy vote, in which a shareholder agrees that another person can vote on behalf of the shareholder.
Understanding Proxy Statements
A proxy statement must be filed by a publicly traded company before shareholder meetings, and it discloses material matters of the company relevant for soliciting shareholder votes and final approval of nominated directors. Proxy statements are filed with the SEC as Form DEF 14A, or definitive proxy statement, and can be found using the SEC’s database, known as the electronic data gathering, analysis and retrieval system (EDGAR).
What’s in a Proxy Statement?
Proxy statements must disclose the company’s voting procedure, nominated candidates for its board of directors, and compensation of directors and executives. The proxy statement must disclose executives’ and directors’ compensation, including salaries, bonuses, equity awards, and any deferred compensation. Proxy statements can also shed light on any other perks used by executives, such as the use of a company’s aircraft, travel, and other material expenses covered by the company.
Important
Because the election of directors is the most important part of shareholders’ meetings, a proxy statement goes into great detail about directors, their background information, and how much they had been paid in the past several years.
Additionally, a proxy statement discloses any potential conflict of interest between the company and its directors, executives, and auditors.
Specifically, proxy statements must list any related-party transactions that occurred in the past between the company and its key personnel. The statement also provides information about the company’s audit committee, as well as audit and non-audit fees paid to its external public accountant. A proxy statement indicates persons with material ownership of the company’s common stock, including its executive officers and directors.
Benefits of Proxy Statements
While a proxy statement is most relevant for shareholders preparing for a company’s special or annual meeting, this document can aid potential investors in assessing the qualifications and compensation of its management team and board of directors. A finding that chief officers of an underperforming company are paid compensation significantly above those of peers may raise a red flag of excessive spending and weigh on an investor’s decision of undertaking an investment. Also, frequent and material related-party transactions between the company and its executives or directors may pose a risk the company’s resources are being misused and warrant further investigation.
Proxy Voting
With a proxy vote, a shareholder or firm delegates the right to vote on certain company issues to a representative, either because the shareholder cannot physically attend the meeting or because the representative is seen as more informed on the issue.
Ahead of annual meetings, eligible shareholders might receive a proxy ballot—in the mail or digitally—as well as an information booklet containing proxy materials, called a proxy statement that describes what issues are up for vote. Shareholders most commonly vote to elect board members, to approve executive compensation, to approve mergers or acquisitions, or to approve stock compensation plans. Investors who own applicable voting shares in the company as of the record date may be eligible to vote on these issues.
Since most shareholders can’t attend the company meeting, they will often designate someone, such as a member of the company’s management team to vote for them. This person is referred to as a proxy and can cast a proxy vote as per the shareholder’s wishes, written on their proxy card. Proxy votes are cast online, by phone, or by mail, ahead of the cutoff time, typically 24 hours before the shareholder meeting.
Special Considerations
Sometimes companies are at the mercy of what is called a proxy fight or proxy battle. This occurs when a group of shareholders band together so they will have enough power to win a vote. This is usually put in play in corporate takeovers.
When a corporate takeover is particularly contentious to the point that it has become a hostile takeover, the acquiring group may try to convince shareholders to vote out some or all of a company’s senior management, so as to make it easier to take control of the organization.
Proxy Statement FAQs
How Do You Find a Foreign Company’s Proxy Statement?
Foreign companies that offer SEC-registered securities in the United States have to file forms with the SEC in a similar way to U. S. companies so as to give investors accurate and timely information. All such forms can be found using EDGAR, the SEC’s database. Companies that are not registered with the SEC must post disclosures in English on the internet, as per SEC rules.
What Happens If a Company Fails to File a Proxy Statement on Time?
A public company that cannot file quarterly financial results, proxy statements, or other key filings with the SEC on time must file SEC Form 12b-25, also known as the Notification of Late Filing. Filing this form may enable a company to avoid certain fees that it would otherwise owe as a result of the late filing. The company filing the late form must give a reason for the late filing and state whether it expects to divulge any big surprises relative to its prior year’s filing of the required form.
Is a Proxy Agreement the Same As a Proxy Statement?
A proxy agreement is a written agreement that one person can act legally on behalf of another. In the case of shareholder votes, the proxy agreement states that a proxy can vote on behalf of the principal. That is different from a proxy statement, filed with the SEC, which is a document provided by public companies and filed with the SEC that discloses material matters related to a company’s voting procedures, candidates for its board of directors, and executive compensation.
The Bottom Line
A proxy statement is a document containing information that the Securities and Exchange Commission requires public companies to disclose to shareholders when requesting votes ahead of an annual meeting.
Frequently Asked Questions about nike proxy
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What is a company’s proxy?
A proxy statement is a document containing the information the Securities and Exchange Commission (SEC) requires companies to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual or special stockholder meeting.Aug 8, 2021
What is a stock proxy?
What Is a Proxy? … Shareholders not attending a company’s annual general meeting (AGM) may vote their shares by proxy by allowing someone else to cast votes on their behalf, or they may vote by mail.
