Nike Inc.
09/20/2024 | Press release | Distributed by Public on 09/20/2024 14:19
Amendments to Bylaws Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of September 18, 2024, the Board of Directors (the "Board") of NIKE, Inc. (the "Company") approved and adopted an amendment and restatement of the Company's Fifth Restated Bylaws, as Amended (as so amended and restated, the "Sixth A&R Bylaws") to, among other things:
•revise the notice deadline for the submission of proposals or nominations under the Company's advance notice bylaw to provide that such notices must generally be received no earlier than 120 days and no later than 90 days prior to the anniversary of the prior year's annual meeting;
•require shareholders seeking to nominate directors pursuant to the universal proxy rules adopted by the Securities and Exchange Commission to comply with the requirements of those rules and certify such compliance prior to the applicable meeting;
•require shareholders submitting a proposal or nomination to attend the shareholder meeting, or send a qualified representative, to present such proposal or nomination;
•clarify and enhance the procedural mechanics and disclosure requirements in connection with a shareholder's submission of a request, proposal, or nomination under the Company's special meeting or advance notice bylaw, including by requiring such shareholder to (a) be a shareholder of record, (b) provide in the required notice additional background information, disclosures, and representations with respect to the shareholder, any proposed nominees, and certain other interested persons, and (c) update such notice, if necessary, so that it remains true and correct closer to the meeting date;
•require a shareholder soliciting proxies from other shareholders to use a proxy color other than white;
•modify the provisions applicable to the adjournment and conduct of shareholder meetings, including by providing that meetings may only be adjourned by the Board, the Chair of the Board, or the presiding officer;
•clarify the responsibilities of the Company's officers; and
•make certain other administrative, modernizing, clarifying, and conforming changes.
The foregoing summary and description of the Sixth A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.