Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 19, 2024

Date of Report (date of earliest event reported)

NIKE, Inc.

(Exact name of registrant as specified in its charter)


Oregon	1-10635	93-0584541
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

ONE BOWERMAN DRIVE

BEAVERTON, OR 97005-6453

(Address of principal executive offices and zip code)

(503) 671-6453

Registrant's telephone number, including area code

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Class B Common Stock	NKE	New York Stock Exchange
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

On September 19, 2024, NIKE, Inc. (the “Company”) announced that, effective as of October 14, 2024 (the “Effective Date”), the Board of Directors of the Company (the “Board”) has appointed Elliott Hill as President and Chief Executive Officer (“CEO”) of the Company, as a member of the Board and as a member of the Executive Committee of the Board.

There are no arrangements or understandings between Mr. Hill and any person pursuant to which Mr. Hill was selected as an officer or director, and no family relationships exist between Mr. Hill and any director or executive officer of the Company. Mr. Hill is not a party to any transaction to which the Company is or was a participant and in which Mr. Hill has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

On September 19, 2024, the Company also announced that, effective as of the Effective Date, John Donahoe will retire as the Company’s President and CEO and as a member of the Board. Mr. Donahoe’s departure is not related to any disagreement between Mr. Donahoe and the Company.

Biographical Information

Mr. Hill, 60, has been the founder and owner of Open Road Resources, LLC since 2020, through which he has served as an operating partner of BDT & MSD Partners since 2023, and as a senior advisor to BDT Capital from 2020 to 2023. Prior to his retirement in 2020, Mr. Hill spent more than 32 years at the Company holding various senior leadership positions, most recently serving as the Company’s President – Consumer and Marketplace from 2018 to 2020. Mr. Hill is a graduate of Texas Christian University with a Bachelor of Science in Kinesiology and Ohio University where he holds a Masters in Sports Administration. He currently serves on the board of trustees for Texas Christian University.

Offer Letter with Mr. Hill

On September 19, 2024, the Company entered into an offer letter with Mr. Hill (the “Offer Letter”) establishing his compensation as President and CEO. Under the Offer Letter, Mr. Hill’s compensation as President and CEO will comprise an annual base salary of $1,500,000; a target annual bonus of 200% of base salary (prorated for the Company’s fiscal year ending May 31, 2025 (the “2025 fiscal year”), based on the Company’s standard methodology); and an annual target long-term incentive award of $15,500,000.

Mr. Hill’s annual long-term incentive award for the Company’s 2025 fiscal year will be granted as soon as practicable following the Effective Date and comprise 50% performance-based restricted stock units (“PSUs”), 35% stock options and 15% restricted stock units (“RSUs”). Consistent with the terms of the Company’s 2025 fiscal year grants to other executive officers, generally PSUs will vest based on the Company’s stock price performance over a three-year performance period, stock options will vest one-quarter (25%) per year on the anniversary of the date of grant, and RSUs will vest one-quarter (25%) per year on the anniversary of the date of grant.

In addition, in order to make him whole for certain forfeited compensation from his prior roles, Mr. Hill will receive certain one-time equity and cash awards as soon as reasonably practicable following the Effective Date, as follows:

•A one-time RSU award with a target grant value of $3,000,000 (the “New Hire RSU Award”). The New Hire RSU Award will vest one-third (33.33%) per year on the anniversary of the grant date.

•A one-time cash payment equal to $4,000,000 (the “New Hire Cash Award”) payable in connection with his commencement of employment. If, within two years following the Effective Date, Mr. Hill voluntarily resigns from employment with the Company or is unable to continue working for the Company as a result of being subject to a non-compete agreement that prohibits Mr. Hill from working for the Company, Mr. Hill will be required to repay the full amount of the New Hire Cash Award.

Mr. Hill will be eligible to participate in the Company’s employee benefit plans and programs applicable to senior executives of the Company generally, as may be in effect from time to time, including, without limitation, participation in the Company’s Relocation Policy (generally, with recognition for his prior service with the Company).

As part of standard compensation and benefit arrangements for senior executives, the Company and Mr. Hill have entered into an agreement containing a covenant not to compete (the “Hill RCA”) that will extend for eighteen months following the termination of his employment with the Company. The Hill RCA provides that, if Mr. Hill’s employment is terminated by the Company without cause (as defined in the Hill RCA) at any time, the Company will make monthly payments to him during the eighteen-month noncompetition period in an amount equal to one-twelfth of his current annual base salary and target bonus. The Hill RCA provides further that, if Mr. Hill voluntarily resigns at any time, the Company will make monthly payments to him during

the eighteen-month noncompetition period in an amount equal to one-twenty fourth of his current annual base salary and target bonus. The Company may waive the covenant with the consent of Mr. Hill, unless Mr. Hill is terminated by the Company for cause (as defined in the Hill RCA), in which case, the Company may unilaterally waive the covenant. If the covenant is waived, the Company will not be required to make the payments described above for the months as to which the waiver applies.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of each of the following, each of which is incorporated by reference into this Item 5.02:

•the Offer Letter, which will be filed with our Quarterly Report on Form 10-Q for the quarter ending November 30, 2024 (the “Q2 Form 10-Q”);

•the Form of Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan, which is attached as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024 (the “Form 10-K”);

•the Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan, which is attached as Exhibit 10.27 to the Form 10-K;

•the Form of Performance-Based Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan, which is attached as Exhibit 10.28 to the Form 10-K;

•the Covenant Not to Compete and Non-Disclosure Agreement, dated September 19, 2024, between NIKE, Inc. and Elliott Hill, which will be filed with the Q2 Form 10-Q.

Letter Agreement with Mr. Donahoe

On September 19, 2024, the Company entered into a letter agreement with Mr. Donahoe (the “Letter Agreement”), pursuant to which (1) he will continue to serve as President and CEO of the Company until the Effective Date, and (2) as of the Effective Date, he will resign from the Board and any other director, officer, manager, committee member or other positions that he holds with the Company and its subsidiaries (including the Executive Committee of the Board) and begin serving as advisor to the Company. Mr. Donahoe will remain a full-time non-executive employee of the Company in that role through the date of his retirement on January 31, 2025 (the “Retirement Date”). Mr. Donahoe’s outstanding equity awards will continue to vest in accordance with their terms through the Retirement Date, subject to Mr. Donahoe’s compliance with certain release requirements, and Mr. Donahoe’s annual base salary and employee benefit plan eligibility will remain unchanged through the Retirement Date.

The Covenant Not to Compete and Non-Disclosure Agreement, dated October 17, 2019 (the “Noncompetition Agreement”), by and between the Company and Mr. Donahoe, will remain in full force and effect pursuant to its terms, and the Restriction Period (as defined in the Noncompetition Agreement) thereunder will commence on the Retirement Date, such that Mr. Donahoe will be eligible to receive the benefits payable under the Noncompetition Agreement upon a voluntary termination of employment.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Letter Agreement, which will be filed in the Q2 Form 10-Q and is incorporated by reference into this Item 5.02.

Item 7.01. Regulation FD Disclosure

The Company issued a press release on September 19, 2024 announcing the transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is being furnished pursuant to Item 7.01 of Form 8-K and the information included therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Exhibit
99.1			Press Release of NIKE, Inc., dated September 19, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



NIKE, Inc. (Registrant)

Date:	September 19, 2024	By:	/s/ Matthew Friend
			Matthew Friend
			Executive Vice President and Chief Financial Officer

NIKE, Inc. Board of Directors announces long-time Nike veteran Elliott Hill to return as President and Chief Executive Officer

John Donahoe to retire from Nike

(Beaverton, OR) -- September 19, 2024 -- The Board of Directors of NIKE, Inc. (NYSE:NKE) announced today that Elliott Hill will become President and Chief Executive Officer of NIKE, Inc., effective October 14, 2024. Hill will also become a Director of the NIKE, Inc. Board of Directors and a member of the Executive Committee.

“I am excited to welcome Elliott back to NIKE. Given our needs for the future, the past performance of the business, and after conducting a thoughtful succession process, the Board concluded it was clear Elliott’s global expertise, leadership style, and deep understanding of our industry and partners, paired with his passion for sport, our brands, products, consumers, athletes, and employees, make him the right person to lead Nike’s next stage of growth,” said Mark Parker, Executive Chairman of NIKE, Inc. “Personally, I have worked with Elliott for more than 30 years and I look forward to supporting him and his senior management team as they seize the opportunities ahead.”

The Board and John Donahoe have decided he will retire from his role as President and Chief Executive Officer and from the NIKE, Inc. Board of Directors effective October 13. He will remain as an advisor to the company to ensure a smooth transition through January 31, 2025.

“I would like to thank John for his contributions to Nike as President and CEO, and as a board member. I would particularly like to recognize the role he played in leading the company during the COVID pandemic and his unwavering support for the investments Nike has made in our communities around the world,” added Parker.

“NIKE has always been a core part of who I am, and I’m ready to help lead it to an even brighter future. For 32 years, I’ve had the privilege of working with the best in the industry, helping to shape our company into the magical place it is today,” said Elliott Hill. “I’m eager to reconnect with the many employees and trusted partners I’ve worked with over the years, and just as excited to build new, impactful relationships that will move us ahead. Together with our talented teams, I look forward to delivering bold, innovative products, that set us apart in the marketplace and captivate consumers for years to come.”

Throughout the course of his career at Nike, Hill held senior leadership positions across Europe and North America and was responsible for helping grow the business to more than $39 billion. Before retiring in 2020, he was President - Consumer and Marketplace leading all commercial and marketing operations for Nike and Jordan Brand, including the P&L across the company’s four geographies. He retired from Nike in 2020. Hill is a graduate of Texas Christian University (TCU) and Ohio University and currently serves on the Board of Trustees for TCU.

“It’s been an honor and privilege to be part of this incredible company, and I’ll always value my time at Nike and the opportunity to lead the organization. I have great respect for Phil, Mark, Nike and its employees,” said John Donahoe. “It became clear now was the time to make a leadership change, and Elliott is the right person. I look forward to seeing Nike and Elliott’s future successes.”

About NIKE, Inc.

NIKE, Inc., headquartered in Beaverton, Oregon, is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Converse, a wholly-owned NIKE, Inc. subsidiary brand, designs, markets and distributes athletic lifestyle footwear, apparel and accessories. For more information, NIKE, Inc.’s earnings releases and other financial information are available on the Internet at https://investors.nike.com/. Individuals can also visit https://about.nike.com/and follow NIKE on LinkedIn, Instagram and YouTube.

Cover Page Cover Page	Sep. 19, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 19, 2024
Entity Registrant Name	NIKE, Inc.
Entity Incorporation, State or Country Code	OR
Entity File Number	1-10635
Entity Tax Identification Number	93-0584541
Entity Address, Address Line One	ONE BOWERMAN DRIVE
Entity Address, City or Town	BEAVERTON
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97005-6453
City Area Code	503
Local Phone Number	671-6453
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock
Trading Symbol	NKE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000320187
Amendment Flag	false