Nike (NKE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2024, and will be held virtually to enhance accessibility and participation.

• Shareholders will vote on the election of 12 directors, executive compensation, auditor ratification, and five shareholder proposals.

• The Board emphasizes ongoing board refreshment, shareholder engagement, and responsiveness to feedback, including recent changes to executive compensation and board composition.

Voting matters and shareholder proposals

• Proposals include electing 12 directors, approving executive compensation, ratifying PwC as auditor, and considering five shareholder proposals on pay equity, supply chain management, worker-driven social responsibility, environmental targets, and divisive partnerships.

• The Board recommends voting FOR the director nominees, executive compensation, and auditor ratification, and AGAINST all shareholder proposals.

• Shareholder proposals address issues such as pay equity disclosure, supply chain human rights, worker-driven social responsibility, environmental target accountability, and partnership congruency.

Board of directors and corporate governance

• The board consists of 12 nominees with diverse backgrounds: 58% diverse, 5/12 female, 4/12 racially or ethnically diverse, and an average tenure of 7.8 years.

• 9 out of 12 nominees are independent; all directors are elected annually.

• The board uses an “evergreen” refreshment approach, with recent additions and a mix of tenures.

• Separate Chair, CEO, and Lead Independent Director roles are maintained, with robust committee structures and clear leadership responsibilities.

• The board’s committees include Audit & Finance, Compensation, Corporate Responsibility/Sustainability & Governance, and Executive Committees.