NKE 8-K: Board Member Benko Steps Down Ahead of 2025 AGM

Rhea-AI Filing Summary

On June 13, 2025, NIKE, Inc. ("Company") filed a Form 8-K announcing that long-time director Cathleen Benko will retire from the Board at the 2025 Annual Meeting and will not seek re-election. The Company states the decision is voluntary and not related to any disagreement regarding operations, policies, or practices. Benko has served seven years and remains a director in good standing until the meeting date.

Executive Chairman Mark Parker thanked Benko for her “dedicated service and countless contributions.” No successor, committee realignment, or strategic changes were disclosed in the filing, nor were there any financial results, transactions, or compensation adjustments.

This disclosure is a routine governance change; therefore, it is unlikely to have a material financial impact on NIKE’s operations or near-term outlook. Investors may wish to monitor upcoming proxy materials to assess Board succession planning and skill-set coverage following Benko’s departure.

Insights

Corporate Governance Expert

TL;DR: Routine director retirement; no conflict; neutral governance signal.

The filing covers only the voluntary retirement of Director Cathleen Benko. The absence of disagreement language eliminates concerns about governance disputes. NIKE maintains board continuity until the 2025 AGM, providing ample time to identify a replacement with desired expertise. Because committee roles and strategic direction remain unchanged, the event is administratively notable but immaterial to valuation. Investors should watch proxy filings for the nominee who fills Benko’s seat, as board diversity and digital expertise have been ongoing focus areas.

Portfolio Manager

TL;DR: Minor board change; no impact on earnings or strategy; keep position unchanged.

From a portfolio perspective, this 8-K does not alter NIKE’s investment thesis. There is no disclosure of operational shifts, cost implications, or leadership turmoil. Share price movement is expected to be negligible. I will maintain current weighting and monitor upcoming proxy materials to confirm the competency mix of the refreshed board.

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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

June 13, 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.

☐

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

On June 13, 2025, Cathleen Benko notified NIKE, Inc. (the “Company”) of her decision to retire as a member of the Board of Directors of the Company (the “Board”) effective as of the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Therefore, Ms. Benko will not stand for re-election at the 2025 Annual Meeting. Ms. Benko is a director in good standing, and her decision to retire is not because of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.

“We thank Cathy for her dedicated service and countless contributions to the Company over the past 7 years, and we wish her the best in her future endeavors,” said Mark Parker, Executive Chairman of the Company.

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:			June 18, 2025			By:			/s/ Matthew Friend
									Matthew Friend
									Executive Vice President and Chief Financial Officer

FAQ

Why did Cathleen Benko retire from NIKE's (NKE) Board?

The filing states Benko chose to retire voluntarily and her decision is not due to any disagreement with the Company or Board.

When will Cathleen Benko leave NIKE's Board?

She will remain a director until the Company’s 2025 annual meeting of shareholders and will not stand for re-election.

Does NIKE disclose a replacement for Cathleen Benko?

No replacement or succession plan was disclosed in this 8-K; investors should watch future proxy materials.

Does the director retirement affect NIKE's financial outlook?

The filing contains no financial data and management indicated no impact on strategy or operations.

Is there any conflict or disagreement behind the retirement?

NIKE explicitly states the retirement is not related to any disagreement with the Company or its Board.