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

On May 18, 2012, the Compensation Committee of the Board of Directors of NIKE, Inc., an Oregon corporation (the "Company"), approved the grant of restricted stock units under the Company's 1990 Stock Incentive Plan (the "RSUs"), to Mark G. Parker, Chief Executive Officer and President of the Company. The grant consists of 189,682 RSUs. Each RSU obligates the Company upon vesting of the RSU to issue to the RSU holder one share of NIKE Class B Common Stock plus a cash payment equal to the total amount of dividends paid per share between grant and vesting of the RSU. One hundred percent of the RSUs are scheduled to vest on May 18, 2017, subject to Mr. Parker's continued employment with the Company through such date. In addition, the RSUs will become 100% vested upon (i) the earlier death or disability of Mr. Parker, or (ii) if a "change in control" of the Company occurs and within two years after the change in control, Mr. Parker's employment is terminated by the Company without "cause" or by him for "good reason." The terms "change in control," "cause" and "good reason" have the same meanings for purposes of the RSUs as they have in the Company's current form of Non-Statutory Stock Option Agreement. Shares acquired under the RSUs are subject to the Company's Policy for Recoupment of Incentive Compensation.