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NKE > SEC Filings for NKE > Form 8-K on 26-Sep-2012All Recent SEC Filings

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Form 8-K for NIKE INC


26-Sep-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


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

On June 21, 2012 the Board of Directors of NIKE, Inc. (the "Company") approved an amendment, as described below, to the Company's Long-Term Incentive Plan (the "Plan"), subject to the approval by the Company's shareholders of the amendment at the Company's 2012 Annual Meeting of Shareholders held on September 20, 2012 (the "2012 Annual Meeting"). The Plan provides that it will terminate at the first shareholder meeting that occurs in the fifth fiscal year after the Company's shareholders last approved the Plan. Accordingly, shareholder re-approval of the Plan at the 2012 Annual Meeting was required to extend the Plan for an additional five years until the fiscal 2017 annual meeting of shareholders. The re-approval and amendment were approved by the requisite vote of the Company's shareholders at the 2012 Annual Meetnig and became effective as of September 20, 2012.

The Plan amendment increased the maximum amount payable to any participant under the Plan for performance periods ending in any year from $4,000,000 to $12,000,000 and made awards under the Plan granted after May 31, 2010 subject to the Company's Policy for recoupment of Incentive Compensation. A copy of the Plan, as amended, is filed as Exhibit 10.1 hereto.



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

The Company's annual meeting of shareholders was held on Thursday, September 20, 2012, in Beaverton, Oregon. 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
   Elizabeth J. Comstock          89,459,872          -0-             -0-
   John G. Connors               89,459,872           -0-             -0-
   Timothy D. Cook                89,451,872        8,000             -0-
   Douglas G. Houser              89,459,872          -0-             -0-
   Philip H. Knight               89,459,872         -0-              -0-
   Mark G. Parker                 89,459,872         -0-              -0-
   Johnathan A. Rodgers          89,451,872         8,000             -0-
   Orin C. Smith                  89,451,872        8,000             -0-
   John R. Thompson, Jr.         89,459,872           -0-             -0-

Directors Elected by holders of Class B Common Stock:

                            Votes Cast For   Votes Withheld Broker Non-Votes
        Alan B. Graf, Jr.    274,413,703      1,058,424       28,444,159
        John C. Lechleiter    274,321,069     1,151,058       28,444,159
        Phyllis M. Wise       274,767,105      705,023        28,444,159

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes 336,602,455 27,405,964 923,580 28,444,159

Proposal 3 - Approval of Increase in Authorized Common Stock Class A Common Stock :
For Against Abstain Broker Non-Votes 89,459,872 -0- -0- -0-

Class B Common Stock :
For Against Abstain Broker Non-Votes 269,699,318 33,744,672 472,296 -0-

Proposal 4 - Re-approve and amendment of the NIKE, Inc. Long-Term Incentive Plan.

Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes 355,159,808 8,234,658 1,537,533 28,444,159

Proposal 5 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2011.

Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes 389,079,920 4,003,151 293,087 -0-

Proposal 6 - Shareholder Proposal Regarding Political Contributions Disclosure Class A and Class B Common Stock Voting Together:
For Against Abstain Broker Non-Votes 74,954,681 259,813,960 30,163,359 28,444,159

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