Nike Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 directors to serve until the next annual meeting (eight elected by Class A shareholders and three by Class B shareholders).

2. 2

   Shareholder Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) 'say-on-pay' vote to approve the fiscal 2026 compensation paid to the Named Executive Officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast an advisory vote approving the disclosed fiscal 2026 compensation for NIKE's Named Executive Officers (NEOs). Management frames the proposal as an annual 'say-on-pay' mechanism required by Section 14A of the Exchange Act; the Compensation Committee uses the vote as feedback when designing and adjusting pay programs. The company's compensation program emphasizes pay-for-performance, with a majority of executive pay at risk through annual PSP awards and long-term PSUs, stock options, and RSUs, and includes governance features such as clawbacks, stock ownership guidelines, and double-trigger change-in-control protections. For fiscal 2026, the Compensation Committee exercised negative discretion to align PSP payouts with the broad-based annual bonus plan, adjusted PSU metrics for FY26–28, and granted targeted equity retention awards to support leadership stability during a transition. Shareholders considering this vote should weigh the program's alignment with company strategy and recent pay outcomes — e.g., the CEO’s PSP payout reduced to 74% after committee discretion and PSU payouts of 0% for the 2024–2026 cycle — against the Committee’s stated rationale for retention and performance alignment. Proxy advisory firms will consider both quantitative outcomes and qualitative governance features; the board points to strong pay-for-performance features and disclosure enhancements as reasons to support management. Because this vote is advisory, it will not alter compensation contracts directly but will inform future Committee actions; a negative vote typically triggers engagement and potential program changes. In assessing the proposal, sophisticated investors should consider recent realizable pay trends, the structure of multi-year PSUs with relative TSR modifiers, and the board’s responsiveness to shareholder feedback when evaluating whether the program appropriately balances short-term operational realities with long-term shareholder alignment.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as NIKE's independent registered public accounting firm for fiscal year ending May 31, 2027.

4. 4

   Approval of Amendment of NIKE, Inc. Employee Stock Purchase Plan to Increase Authorized Shares

   ManagementBoard: FOR

   Approve an amendment and restatement of the Employee Stock Purchase Plan to increase the number of authorized shares by 16 million shares (from 62 million to 78 million) to ensure sufficient shares for future employee participation.

   More detail

   This management proposal seeks shareholder approval to amend and restate NIKE's Employee Stock Purchase Plan (ESPP) to add 16 million shares, increasing the total reserved shares to 78 million. Management argues the ESPP is a broad-based benefit that aligns employees with shareholders and supports retention and recruiting; the amendment is framed as an administrative increase primarily to ensure the plan does not run out of shares given expected participation rates. The proxy describes historical usage, the remaining available shares (about 5.09 million as of June 26, 2026), and an internal forecast that without approval the plan would exhaust shares by approximately fiscal 2028. The Board considered historical purchase rates and determined the requested increase should, based on current assumptions, last through roughly fiscal 2031, while noting that future increases would require additional shareholder approval. Investors evaluating the proposal should weigh the dilution associated with new shares against the retention and engagement benefits of a broadly available ESPP, and consider the company’s disclosure that the ESPP imposes purchase limits, a 15% discount mechanism, and other structural safeguards. The Board’s recommendation and the plan summary highlight administrative and clerical updates only, and no other material changes to plan economics; approval is therefore largely about share availability and preserving a longstanding employee ownership mechanism.

5. 5

   Shareholder Proposal Regarding a Report on Discrimination in Charitable Support

   Shareholder — Bowyer Research, Inc., on behalf of William C. CunninghamBoard: AGAINST

   Shareholder request that NIKE conduct an evaluation and issue a report analyzing the benefits, costs, and legal, reputational, competitive, and other risks of the company's charitable support, specifically concerning discrimination in charitable support and partnerships with advocacy groups.

6. 6

   Shareholder Proposal Regarding Environmental Targets

   Shareholder — Green Century Capital Management, Inc.Board: AGAINST

   Shareholder requests a report describing credible pathways, resource commitments, and forward-looking quantitative strategies the company intends to use to achieve its existing science-based greenhouse gas reduction targets.

Upcoming shareholder meetings at Nike Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Nike Inc 2026 annual meeting?

Nike Inc (NKE) holds its 2026 annual shareholder meeting on Tuesday, September 8, 2026.

What is the record date for the Nike Inc 2026 meeting?

The record date for the Nike Inc 2026 meeting is Wednesday, July 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nike Inc's 2026 meeting?

The board is presenting 10 director nominees at the Nike Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nike Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Nike Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.