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NKE > SEC Filings for NKE > Form 8-K on 21-Jun-2013All Recent SEC Filings

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Form 8-K for NIKE INC


Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Cha

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

On June 20, 2013, Charles D. Denson resigned as President, NIKE Brand, and Gary M. DeStefano resigned as President, Global Operations, in each case effective July 1, 2013.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 20, 2013, NIKE, Inc.'s Board of Directors approved amendments to the Third Restated Bylaws (the "Bylaws"), effective June 20, 2013. Article 3,
Section 3, Election and Tenure, was amended to establish a majority voting and resignation process for director elections. The provisions require that if in an uncontested election for directors a nominee receives a greater number of "withhold" votes than votes "for," the nominee shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee (the "Committee"). The Committee shall recommend to the Board of Directors the action to be taken with respect to the resignation. The Board of Directors will publicly disclose its decision within 90 days of the certification of the election results. A nominee not receiving a majority of the votes cast in an uncontested election shall continue to serve until (i) the director's successor is elected and qualifies, or (ii) the Board of Directors accepts the director's resignation. Article 6, Section 8, Divisional Officers, was amended to authorize any corporate officer to appoint divisional officers and Article 7, Section 7, Execution of Corporate Instruments, has been removed.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, as amended, that are attached hereto as Exhibit 3.2 and incorporated by reference herein.

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