NIKE, Inc. filed an 8-K with the U.S. Securities and Exchange Commission on September 10, 2026, reporting the results of its annual meeting of shareholders held virtually on September 8, 2026, including director elections, an advisory vote on executive compensation, auditor ratification, and approval of an amended Employee Stock Purchase Plan.

Key Highlights

  • ESPP Share Increase Approved: Shareholders approved an amendment to the Employee Stock Purchase Plan that increases the number of Class B Common Stock shares authorized for issuance under the plan by 16,000,000 shares.
  • All Directors Elected: Eight directors elected by Class A holders each received 280,747,848 votes for, with zero votes withheld; three directors elected by Class B holders also passed, with Thasunda Duckett receiving 496,775,961 votes for.
  • Executive Compensation Advisory Vote: The advisory vote on executive compensation received 736,936,017 votes for and 349,508,277 votes against, with 1,597,298 abstentions.
  • Auditor Ratified: PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for the fiscal year ending May 31, 2027, with 1,175,590,556 votes for and 58,924,987 against.
  • Shareholder Proposals Defeated: A proposal regarding a discrimination in charitable support report received 7,363,988 votes for versus 1,073,903,174 against; a proposal regarding environmental targets received 110,862,692 votes for versus 935,451,481 against.

NIKE Shareholders Vote on Directors, ESPP, and Governance at 2026 Annual Meeting

According to the filing, NIKE, Inc. (NYSE:NKE) held its annual meeting of shareholders virtually on September 8, 2026. The Board of Directors had adopted the amendment and restatement of the Employee Stock Purchase Plan on July 15, 2026, subject to shareholder approval. Shareholders subsequently approved the amended plan, with 1,081,095,618 votes for, 5,127,600 against, and 1,818,374 abstentions. The company disclosed that the amendment, among other changes, increases the number of Class B Common Stock shares authorized for issuance under the plan by 16,000,000 shares.

On director elections, the filing reports that all eight nominees elected by holders of Class A Common Stock, including Timothy Cook, Maria Henry, Peter Henry, Elliott Hill, Travis Knight, Jorgen Vig Knudstorp, Mark Parker, and Michelle Peluso, each received exactly 280,747,848 votes for, with no votes withheld and no broker non-votes. Among directors elected by Class B Common Stock holders, Robert Swan received the most votes at 766,158,812 for, followed by Monica Gil at 755,216,222, and Thasunda Duckett at 496,775,961, with Duckett also receiving 310,517,784 votes withheld.

The advisory vote on executive compensation did not receive majority approval, according to the vote tallies disclosed: 736,936,017 votes for compared with 349,508,277 against. The ratification of PricewaterhouseCoopers LLP passed with broad support. Both shareholder proposals, one requesting a report on discrimination in charitable support and one regarding environmental targets, were defeated by substantial margins, the filing shows. A description of the amended Employee Stock Purchase Plan was set forth in the company's definitive proxy statement on Form 14A filed July 15, 2026, and the plan itself is attached as Exhibit 10.1 to the 8-K.

What Was Disclosed

NIKE's 8-K reported voting results from its September 8, 2026 annual meeting, covering six proposals including director elections, an executive compensation advisory vote, auditor ratification, an Employee Stock Purchase Plan amendment adding 16,000,000 authorized shares, and two defeated shareholder proposals.