8-K
NIKE, Inc. (NKE)
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
May 26, 2020
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.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 26, 2020, John R. Thompson, Jr. notified NIKE, Inc. (the “Company” or “NIKE”) of his decision to retire as a director of the Company effective May 31, 2020. Mr. Thompson’s decision to retire is not because of a disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure
The Company issued a press release on May 27, 2020 announcing this change, which is attached 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 (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 NIKE 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 May 27, 2020 |
| 104 | Cover Page Interactive Date 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.<br>(Registrant) | |||
|---|---|---|---|
| Date: | May 27, 2020 | By: | /s/ Matthew Friend |
| Matthew Friend | |||
| Executive Vice President and Chief Financial Officer |
Exhibit
| Investor Contact: | Media Contact: |
|---|---|
| Andy Muir | Mark Rhodes |
| (503) 473-3143 | (503) 532-8877 |
NIKE, INC. ANNOUNCES THE RETIREMENT OF JOHN THOMPSON, JR. FROM ITS BOARD OF DIRECTORS
Thompson Will Continue to Advise Board in Director Emeritus Role
BEAVERTON, Ore., May 27, 2020 - NIKE, Inc. (NYSE: NKE) today announced that John Thompson, Jr., a director of the Company since 1991 and former Head Coach of the Georgetown University men’s basketball team, has decided to retire and will not stand for re-election to the NIKE, Inc. Board of Directors at the September 2020 Annual Meeting of Shareholders. Mr. Thompson’s retirement will be effective as of the end of Nike’s fiscal year on May 31, 2020 after which he will serve the board as a Director Emeritus.
“We’d like to thank Coach Thompson for his countless contributions to Nike and to the world of sport. His leadership transcends all arenas, and we will forever be grateful for his insights, experience and example,” said Mark Parker, Executive Chairman of Nike, Inc. “We look forward to continuing to benefit from his guidance as he transitions into the role of Director Emeritus.”
“I’ve known John Thompson for almost 50 years and Nike would not be the company it is today without his many contributions,” said Phil Knight, Nike, Inc. Co-Founder and Chairman Emeritus. “He’s long been recognized as a pioneer, a leader and a hall of famer in the game of basketball. For Nike, it’s his wisdom that sets him apart and I know as Director Emeritus he’ll continue to provide the board with the unique insights that have defined him.”
About NIKE, Inc.
NIKE, Inc., based near 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. Wholly-owned subsidiary brand Converse 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 http://investors.nike.com. Individuals can also visit http://news.nike.com and follow @NIKE.