Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when NKE files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsNIKE shareholders approve 16M-share ESPP expansion; say-on-pay passes with 32% opposition
Filed September 10, 2026 · Period ending September 8, 2026 · ~1 min read
Key Changes
-
high
Advisory vote on executive compensation passed with 736,936,017 votes for and 349,508,277 against — about 67.8% support, with 32.2% opposition.
Item 5.07 verify on EDGAR → -
medium
Amended Employee Stock Purchase Plan approved, adding 16,000,000 Class B shares to the authorized pool.
Item 5.02 verify on EDGAR → -
medium
All eight Class A director nominees received 280,747,848 votes for with zero withheld; three Class B nominees also elected.
Item 5.07 verify on EDGAR → -
medium
Shareholder proposal on discrimination in charitable support report rejected with 7,363,988 votes for and 1,073,903,174 against.
Item 5.07 verify on EDGAR → -
low
PricewaterhouseCoopers ratified as auditor with 1,175,590,556 votes for and 58,924,987 against (95.2% support).
Item 5.07 verify on EDGAR →
Summary
NIKE held its 2026 annual meeting on September 8, 2026, and shareholders approved an amended Employee Stock Purchase Plan that adds 16,000,000 Class B shares to the authorized pool. The plan had been adopted by the board in July subject to shareholder approval, and the vote was overwhelmingly supportive, with 1,081,095,618 votes for and only 5,127,600 against. All director nominees were elected, and the auditor was ratified with strong support.
The advisory say-on-pay vote passed with about 67.8% of votes cast in favor, while 32.2% were opposed. That level of opposition is higher than typical for say-on-pay proposals and may warrant board attention, though the proposal still passed. Two shareholder proposals — one on discrimination in charitable support reporting and one on environmental targets — were rejected.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the Plan by 16,000,000 shares
The Board adopted an amended and restated Employee Stock Purchase Plan on July 15, 2026, subject to shareholder approval. At the September 8, 2026 annual meeting, shareholders approved the plan, which increases the authorized Class B Common Stock by 16,000,000 shares. This expands the pool of shares available for employee stock purchases.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
NIKE held its 2026 annual meeting; all directors elected, say-on-pay passed, auditor ratified, ESPP approved, two shareholder proposals rejected.
Added in current filing · view on EDGAR →
Timothy Cook 280,747,848 0 0
All eight Class A director nominees received 280,747,848 votes for with zero withheld and zero broker non-votes. The three Class B nominees were also elected, with Thasunda Duckett receiving 496,775,961 for and 310,517,784 withheld, while Mónica Gil and Robert Swan received 755,216,222 and 766,158,812 for respectively.
Added in current filing · view on EDGAR →
7,363,988 1,073,903,174 6,774,430 147,695,064
The shareholder proposal regarding a discrimination in charitable support report was rejected with only 7,363,988 votes for and 1,073,903,174 against. The environmental targets proposal also failed with 110,862,692 for and 935,451,481 against, receiving approximately 10.6% support among votes cast.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
1,081,095,618 5,127,600 1,818,374 147,695,064
The amended and restated NIKE, Inc. Employee Stock Purchase Plan was approved with 1,081,095,618 votes for and only 5,127,600 against, representing approximately 99.5% support among votes cast.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Sep 10, 2026 · How we verify