Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended November 30, 2023, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
On November 7, 2023 , Mark Parker , Executive Chairman , adopted a Rule 10b5-1 trading arrangement for the sale of 617,941 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is November 14, 2024.
Departure and Separation Agreement
Andrew Campion, NIKE’s Managing Director, Strategic Business Ventures, will transition from the Company effective April 5, 2024. Upon his separation, Mr. Campion will be subject to the terms and conditions applicable to resignations as set forth in his Covenant Not to Compete and Non-Disclosure Agreement, which is described in the Company’s most recently filed proxy statement. The Company has also agreed that he will be entitled to a one-time cash compensation amount of $2,750,000 under a Separation and Release Agreement, dated January 3, 2024, which contains the Company’s standard release of claims and confidentiality provisions.
A copy of the Separation and Release Agreement is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
Exhibits:
3.1 Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).
3.2 Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 19, 2020).
4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2 Fifth Restated Bylaws, as amended (see Exhibit 3.2).
10.1 N IKE, Inc. Employee Stock Purchase Plan, as amended . *
10.2 N IKE, Inc. Foreig n Subsidiary Employee Stock Purchase Plan, as amended. *
10.3 Separation a nd R elease Agreement between NIKE , Inc. and Andrew Campion dated January 3, 2024. *
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1† Section 1350 Certification of Chief Executive Officer.
32.2† Section 1350 Certification of Chief Financial Officer.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101
* Management contract or compensatory plan or arrangement.
† Furnished herewith
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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, thereunto duly authorized.
NIKE, INC.
an Oregon Corporation
By: /s/ MATTHEW FRIEND
Matthew Friend
Chief Financial Officer and Authorized Officer
Date: January 5, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.