Nike Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$NKE
Shoe Manufacturing
Consumer Discretionary
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 2, 2025
Date of Report (date of earliest event reported)
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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 5, 2025, NIKE, Inc. (the “Company”) announced certain organizational changes, including elimination of the President, Consumer, Product & Brand role. As a result of such role elimination, the Company and named executive officer Heidi O’Neill have agreed that, effective as of May 2, 2025 (the “Transition Date”), Ms. O’Neill will cease serving as President, Consumer, Product & Brand and remain a full-time non-executive employee through her separation from the Company on September 5, 2025 (the “Separation Date”).
In connection with the foregoing, on May 2, 2025, the Company and Ms. O’Neill entered into a letter agreement (the “Letter Agreement”) setting forth Ms. O’Neill’s transition and separation dates and providing that her annual base salary and employee benefit plan eligibility will remain unchanged through the Separation Date. The Letter Agreement also confirms that (i) Ms. O’Neill will be retirement eligible and her separation will constitute an involuntary termination without cause (or, as applicable, as a result of a reduction in force) for purposes of her equity awards that are outstanding on the Separation Date and (ii) the Covenant Not to Compete and Non-Disclosure Agreement, effective on or around April 1, 2020 (the “Noncompetition Agreement”), by and between the Company and Ms. O’Neill, 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 Separation Date, such that Ms. O’Neill will be eligible to receive the benefits payable under the Noncompetition Agreement upon an involuntary termination of employment without cause.
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 Form 10-K for the fiscal year ending May 31, 2025 and is incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure
The Company issued a press release on May 5, 2025 announcing certain organizational changes and 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.
The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Exhibit | |||||||
| 99.1 | ||||||||
| 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: | May 5, 2025 | By: | /s/ Matthew Friend | ||||||||
| Matthew Friend | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||