Nike (NKE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 9, 2025, and will be held virtually to enhance accessibility and participation.

• Key business includes electing 12 directors, an advisory vote on executive compensation, ratifying the external auditor, and approving an amended stock incentive plan.

• The past year saw a CEO transition, with Elliott Hill appointed as President and CEO, and a new director nominee, Jørgen Vig Knudstorp, proposed for election.

• The company emphasizes strong corporate governance, board refreshment, and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 directors (9 by Class A, 3 by Class B), approve executive compensation, ratify PricewaterhouseCoopers LLP as auditor, and approve the amended Stock Incentive Plan.

• The board recommends voting in favor of all proposals.

• Shareholders can submit questions and vote online before or during the meeting.

Board of directors and corporate governance

• The board consists of 12 nominees with diverse backgrounds in leadership, finance, global business, and governance.

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

• The board separates the roles of Chair, CEO, and Lead Independent Director, with Timothy Cook re-appointed as Lead Independent Director for three years.

• Board committees include Audit & Finance, Compensation, Corporate Responsibility, Sustainability & Governance, and Executive Committees.

• The board follows an “evergreen” approach to refreshment and has a retirement policy at age 72.