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| NKE > SEC Filings for NKE > Form 8-K on 26-Sep-2012 | All Recent SEC Filings |
26-Sep-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H
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.
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-
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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
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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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