NIKE Amends Stock Incentive Plan; 45M Class B Shares Added After Vote

Rhea-AI Filing Summary

NIKE, Inc. amended and restated its Stock Incentive Plan and shareholders approved the amended Plan at the virtual annual meeting on September 9, 2025. The approved amendment increases the number of Class B Common Stock shares authorized for issuance under the Plan by 45,000,000 shares. The Company originally adopted the amendment and restatement on July 17, 2025, and described the changes in its definitive proxy statement filed that day. The full text of the amended Plan is attached to the filing as Exhibit 10.1 and is incorporated by reference. The filing also reports that the annual meeting was held virtually and that various proposals, including director elections, were submitted to shareholders for a vote.

Positive

• Shareholder approval of the amended and restated Stock Incentive Plan on September 9, 2025
• Increase of 45,000,000 Class B Common Stock authorized for issuance under the Plan
• Full Plan text filed as Exhibit 10.1, allowing investors to review the exact terms

Negative

• None.

Insights

Compensation & Corporate Governance Analyst

TL;DR: Shareholders approved a material expansion of the equity incentive pool, formalized in an amended and restated plan.

The amendment and restatement of the Stock Incentive Plan, approved at the virtual annual meeting, increases the authorized Class B common shares under the plan by 45,000,000. This provides NIKE with expanded capacity to grant equity awards for compensation, retention, and long-term incentives. The plan description was included in the July 17, 2025 proxy statement and the executed Plan is filed as Exhibit 10.1, enabling investors to review detailed terms and grant mechanics. The filing documents the procedural steps taken by the Board and shareholders to approve the change.

Securities & Capital Markets Specialist

TL;DR: The company completed governance steps to increase its equity award authorization; the revised plan is publicly filed for review.

The Board adopted an amendment on July 17, 2025, subject to shareholder approval, which was obtained at the September 9, 2025 annual meeting. The amended Plan and the proxy disclosure provide the operative text and summary needed to assess the scope and conditions of future issuances. The filing attaches Exhibit 10.1, making the amended and restated plan available for detailed investor scrutiny.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 9, 2025

Date of Report (date of earliest event reported)

NIKE, Inc.

(Exact name of registrant as specified in its charter)

Oregon			1-10635						93-0584541
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)

ONE BOWERMAN DRIVE

BEAVERTON, OR 97005-6453

(Address of principal executive offices and zip code)

(503) 671-6453

Registrant's telephone number, including area code

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class B Common Stock			NKE			New York Stock Exchange
(Title of each class)			(Trading Symbol)			(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2025, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), subject to shareholder approval at the Company’s annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on September 9, 2025, the Company’s shareholders approved the Plan to, among other changes, increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the Plan by 45,000,000 shares. A description of the Plan was set forth in the Company’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 17, 2025 (the “Proxy Statement”) in the section titled “Summary of the Stock Incentive Plan.” The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders virtually on Tuesday, September 9, 2025. The following matters were submitted to a vote of the shareholders, the results of which were as follows:

Proposal 1 - Election of Directors

Directors Elected by Holders of Class A Common Stock:

						Votes Cast For						Votes Withheld						Broker Non-Votes
Timothy Cook						288,247,848						0						0
Thasunda Duckett						288,247,848						0						0
Maria Henry						288,247,848						0						0
Peter Henry						288,247,848						0						0
Elliott Hill						288,247,848						0						0
Travis Knight						288,247,848						0						0
Jørgen Vig Knudstorp						288,247,848						0						0
Mark Parker						288,247,848						0						0
Michelle Peluso						288,247,848						0						0

Directors Elected by Holders of Class B Common Stock:

						Votes Cast For						Votes Withheld						Broker Non-Votes
Mónica Gil						830,559,891						25,468,681						120,785,668
John Rogers, Jr.						554,235,146						301,793,426						120,785,668
Robert Swan						840,231,558						15,797,014						120,785,668

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,065,823,346						72,948,569						5,504,505						120,785,668

Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2026

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,190,945,670						72,877,368						1,239,050						0

Proposal 4 - Approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,091,712,762						50,754,147						1,809,511						120,785,668

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Exhibit
10.1			NIKE, Inc. Stock Incentive Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NIKE, Inc. (Registrant)
Date:			September 11, 2025			By:			/s/ Matthew Friend
									Matthew Friend
									Executive Vice President and Chief Financial Officer

FAQ

What change did NIKE (NKE) shareholders approve on September 9, 2025?

Shareholders approved an amendment and restatement of the NIKE, Inc. Stock Incentive Plan that increases authorized issuance by 45,000,000 shares of Class B Common Stock.

When was the amended Stock Incentive Plan adopted by the Board?

The Board adopted the amendment and restatement of the Plan on July 17, 2025, subject to shareholder approval.

Where can I find the full text of the amended Plan?

The complete amended and restated Stock Incentive Plan is attached to the Form 8-K as Exhibit 10.1 and is incorporated by reference in the filing.

How was the annual meeting of NIKE, Inc. conducted?

The Company held its annual meeting of shareholders virtually on September 9, 2025.

Does the filing include results for director elections?

The filing states that director elections were submitted to a vote, but the provided content is truncated and does not include the detailed vote tallies in the excerpt.