SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 20, 2017
(Exact name of registrant as specified in charter)
(State or other jurisdiction
ONE BOWERMAN DRIVE
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, 2017, NIKE, Inc.’s Board of Directors approved amendments to the Company’s Third Restated Bylaws (the “Bylaws”), effective April 20, 2017, to implement proxy access. The Bylaws include a new Section 11, Class B Common Stock Shareholder Nominations Included in the Corporation’s Proxy Materials, in Article 2. The new Section 11 permits a shareholder, or a group of up to twenty shareholders, owning at least three percent of NIKE’s outstanding shares of common stock continuously held for at least three years to nominate and include in NIKE’s annual meeting materials Class B director nominees constituting the greater of one or up to twenty percent of the Class B directors. The amended Bylaws outline specific requirements for utilizing proxy access and include provisions for the nomination notice and a number of ministerial, clarifying and conforming changes to the Bylaws to account for proxy access.
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, as amended, that are attached hereto as Exhibit 3.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
3.2 Fourth Restated Bylaws
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.
Date: April 21, 2017
/s/ Andrew Campion
Chief Financial Officer