NIKE shareholders approve 16M-share ESPP increase

Q: When was NIKE’s 2026 annual meeting held and in what format?

NIKE held its annual meeting of shareholders virtually on Tuesday, September 8, 2026, with Class A and Class B Common Stock voting separately on director elections and together on the other proposals.

NIKE shareholders approved an expanded employee stock purchase plan, re-elected all directors, and rejected two shareholder proposals at the 2026 annual meeting.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NIKE, Inc. (NKE) reported results of its September 8, 2026 virtual annual meeting and an update to its employee stock purchase plan. Shareholders approved an amendment and restatement of the NIKE, Inc. Employee Stock Purchase Plan, including an increase of 16,000,000 shares of Class B Common Stock authorized for issuance under the plan.

Shareholders elected all director nominees for both Class A and Class B Common Stock. The advisory vote on executive compensation passed, as did the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending May 31, 2027. Two shareholder proposals, regarding a discrimination in charitable support report and environmental targets, did not receive sufficient support and were not approved.

Filing Explained

The approved plan adds 16,000,000 authorized Class B shares for employee purchases. If issued, they would increase the total share count and reduce existing holders’ percentage ownership; the filing reports authorization, not issuance.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional ESPP shares: 16,000,000 shares of Class B Common Stock Class A director votes for each nominee: 280,747,848 votes for Say-on-pay support: 736,936,017 votes for vs. 349,508,277 against +4 more

7 metrics

Additional ESPP shares 16,000,000 shares of Class B Common Stock Increase in shares authorized for issuance under the Employee Stock Purchase Plan

Class A director votes for each nominee 280,747,848 votes for Votes cast for each Class A director nominee; no votes withheld

Say-on-pay support 736,936,017 votes for vs. 349,508,277 against Advisory vote on executive compensation, with 1,597,298 abstentions and 147,695,064 broker non-votes

Auditor ratification votes for 1,175,590,556 votes for Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending May 31, 2027

ESPP approval votes for 1,081,095,618 votes for Approval of NIKE, Inc. Employee Stock Purchase Plan, as amended and restated

Charitable support proposal votes for 7,363,988 votes for Shareholder proposal regarding a discrimination in charitable support report

Environmental targets proposal votes for 110,862,692 votes for Shareholder proposal regarding environmental targets

Key Terms

Employee Stock Purchase Plan, broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, +1 more

5 terms

Employee Stock Purchase Plan financial

"adopted an amendment and restatement of the NIKE, Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"For, Against, Abstain, Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"Proposal 2 - Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal regulatory

"Proposal 5 - Shareholder Proposal Regarding a Discrimination in Charitable Support Report"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did NIKE (NKE) shareholders approve to the Employee Stock Purchase Plan?

Shareholders approved the amended and restated NIKE, Inc. Employee Stock Purchase Plan, which, among other changes, increases Class B Common Stock authorized for issuance by 16,000,000 shares under the plan.

Were NIKE (NKE) director nominees elected at the September 8, 2026 annual meeting?

Yes. All nominees for director were elected. Class A holders unanimously cast 280,747,848 votes for each Class A director nominee, and Class B holders provided large majorities for their director nominees.

How did NIKE (NKE) shareholders vote on executive compensation in 2026?

In the advisory vote on executive compensation, shareholders cast 736,936,017 votes for, 349,508,277 against, and 1,597,298 abstaining, with 147,695,064 broker non-votes. The advisory resolution was approved.

Did NIKE (NKE) shareholders ratify PricewaterhouseCoopers as auditor for 2027?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as NIKE’s independent registered public accounting firm for the fiscal year ending May 31, 2027, with 1,175,590,556 votes for, 58,924,987 against, and 1,221,113 abstentions.

What was the outcome of NIKE (NKE) shareholder proposals on charitable support and environmental targets?

The shareholder proposal on a discrimination in charitable support report received 7,363,988 votes for and 1,073,903,174 against. The environmental targets proposal received 110,862,692 for and 935,451,481 against. Both proposals were not approved.

When was NIKE’s 2026 annual meeting held and in what format?

NIKE held its annual meeting of shareholders virtually on Tuesday, September 8, 2026, with Class A and Class B Common Stock voting separately on director elections and together on the other proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:21 PM Accepted by SEC EDGAR 09/10/2026 - 04:20 PM

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 8, 2026

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.

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

On July 15, 2026, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc. Employee Stock Purchase 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 8, 2026, 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 16,000,000 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 15, 2026 (the “Proxy Statement”) in the section titled “Summary of the Employee Stock Purchase 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 8, 2026. 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	280,747,848	0	0
Maria Henry	280,747,848	0	0
Peter Henry	280,747,848	0	0
Elliott Hill	280,747,848	0	0
Travis Knight	280,747,848	0	0
Jørgen Vig Knudstorp	280,747,848	0	0
Mark Parker	280,747,848	0	0
Michelle Peluso	280,747,848	0	0

Directors Elected by Holders of Class B Common Stock:


	Votes Cast For	Votes Withheld	Broker Non-Votes
Thasunda Duckett	496,775,961	310,517,784	147,695,063
Mónica Gil	755,216,222	52,077,523	147,695,063
Robert Swan	766,158,812	41,134,933	147,695,063

Proposal 2 - Advisory Vote on Executive Compensation