Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnFebruary 18, 2020 ,NIKE, Inc. (the "Company" or "NIKE") announced the appointment ofHeidi O'Neill , currentlyNIKE's President ofNike Direct, as President of Consumer and Marketplace, effectiveApril 1, 2020 . The Company also announcedAndrew Campion , currentlyNIKE's Chief Financial Officer ("CFO"), as Chief Operating Officer ("COO"), and the appointment ofMatthew Friend to succeedMr. Campion as CFO, each effectiveApril 1, 2020 .Ms. O'Neill succeedsElliott Hill , who notified the Company onFebruary 12, 2020 of his intention to retire from his position as President of Consumer and Marketplace effectiveMarch 31, 2020 .Mr. Campion succeedsEric Sprunk , who notified the Company onFebruary 12, 2020 of his intention to retire from his position as COO effectiveMarch 31, 2020 .Mr. Hill andMr. Sprunk are expected to retire fromNIKE by the end of calendar year 2020. Following their retirements, each of Mr. Hill andMr. Sprunk will be subject to the terms and conditions of his noncompetition agreement, as is described in the Company's annual proxy statement on Schedule 14A as filed with theSecurities and Exchange Commission onJuly 23, 2019 . Pursuant to their noncompetition agreements, the Company will make monthly payments to each of them during the one-year noncompetition period, each in an amount equal to one-twelfth of his annual base salary.Mr. Campion , 48, joinedNIKE in 2007 as Vice President of Global Planning and Development, leading long-range financial and strategic planning, and was appointed Chief Financial Officer of theNIKE Brand in 2010. In 2014, he was appointed Senior Vice President, Strategy, Finance and Investor Relations in addition to his role as Chief Financial Officer of theNIKE Brand, and in 2015 he was appointedNIKE's CFO. In connection withMr. Campion's new role as COO, he will receive a special transition award of restricted stock units ("RSUs") with a grant date fair value of$10,000,000 that will vest ratably over four years.Mr. Friend , 42, who succeedsMr. Campion asNIKE's CFO, currently serves as Chief Financial Officer of Operating Segments and Vice President of Investor Relations. He joinedNIKE in 2009 as Senior Director of Corporate Strategy and Development, and was appointed Chief Financial Officer of Emerging Markets in 2011. In 2014,Mr. Friend was appointed Chief Financial Officer of Global Categories, Product and Functions, and was subsequently appointed Chief Financial Officer of theNIKE Brand in 2016. In 2019,Mr. Friend was also appointed Vice President of Investor Relations. In connection withMr. Friend's appointment asNIKE's CFO, he will receive an annual base salary of$875,000 , a target annual bonus opportunity of 120% of his annual base salary, and a target annual long-term cash incentive award opportunity of$1,000,000 commencing with the fiscal 2018-2020 performance period. He will also receive a special transition award of RSUs with a grant date fair value of$6,000,000 that will vest ratably over four years. In addition, as part of standard compensation and benefit arrangements for senior executives,Mr. Friend and the Company have entered into a noncompetition agreement (the "Non-Compete Agreement") that applies for one year followingMr. Friend's termination of employment with the Company. The Non-Compete Agreement provides that, ifMr. Friend's employment is terminated byNIKE without cause (as defined in the Non-Compete Agreement), the Company will make monthly payments to him during the one-year noncompetition period, each in an amount equal to one-twelfth of his annual base salary; ifMr. Friend resigns, the Company will make monthly payments to him during the one-year noncompetition period, each in an amount equal to one-twenty fourth of his annual base salary.NIKE may unilaterally waiveMr. Friend's non-compete obligations set forth in the Non-Compete Agreement, in which caseNIKE will not be required to make the payments described in the preceding sentence during the period as to which the waiver applies. The foregoing summary is qualified in its entirety by reference to the Form of Covenant Not to Compete, which is attached as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference into this Item 5.02. Item 7.01. Regulation FD Disclosure The Company issued a press release onFebruary 18, 2020 announcing the senior leadership changes, which is attached 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 (Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing ofNIKE under the Securities Act of 1933 or the Exchange Act. Item 9.01. Financial Statements and Exhibits (d) Exhibits.
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Exhibit No. Exhibit 10.1 Form of Covenant Not to Compete 99.1 Press release issued byNIKE, Inc. onFebruary 18, 2020 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document
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