Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2020, the Board of Directors of NIKE, Inc. (the "Company") adopted an amendment and restatement of the NIKE, Inc. Stock Incentive Plan (as amended and restated, the "Plan"), subject to shareholder approval at the Company's annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, held on September 17, 2020, the Company's shareholders approved the Plan to, among other changes, increase the number of shares of the Company's Class B Common Stock authorized for issuance under the Plan by 80,000,000 shares. A description of the Plan was set forth in the Company's definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 24, 2020 (the "Proxy Statement") in the section titled "Summary of the Stock Incentive Plan." The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

The Company's annual meeting of shareholders was held virtually on Thursday, September 17, 2020. The following matters were submitted to a vote of the shareholders, the results of which were as follows:

Proposal 1 - Election of Directors:

Directors Elected by holders of Class A Common Stock:


                                  Votes Cast For       Votes Withheld       Broker Non-Votes
     Cathleen A. Benko             308,915,859               0                     0
     Elizabeth J. Comstock         308,915,859               0                     0
     John G. Connors               308,915,859               0                     0
     Timothy D. Cook               308,915,859               0                     0
     John J. Donahoe II            308,915,859               0                     0
     Thasunda B. Duckett           308,915,859               0                     0
     Travis A. Knight              308,915,859               0                     0
     Mark G. Parker                308,915,859               0                     0
     John W. Rogers, Jr.           308,915,859               0                     0

Directors Elected by holders of Class B Common Stock:


                                 Votes Cast For       Votes Withheld       Broker Non-Votes
       Alan B. Graf, Jr.          914,781,244          55,949,178            107,727,869
       Peter B. Henry             966,046,027           4,684,395            107,727,869
       Michelle A. Peluso         964,498,749           6,231,673            107,727,869

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:


                   For             Against         Abstain         Broker Non-Votes
               671,411,282       571,342,132      36,892,867         107,727,869

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Proposal 3 - Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year ending May 31, 2021.

Class A and Class B Common Stock Voting Together:


                     For             Against         Abstain        Broker Non-Votes
                1,335,836,948       49,847,081      1,690,121              0

Proposal 4 - Approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated.

Class A and Class B Common Stock Voting Together:


                     For             Against         Abstain        Broker Non-Votes
                1,192,236,699       85,848,702      1,560,880         107,727,869

Proposal 5 - Shareholder proposal regarding political contributions disclosure.

Class A and Class B Common Stock Voting Together:


                   For             Against         Abstain         Broker Non-Votes
               425,670,087       811,350,805      42,625,389         107,727,869

Item 9.01 - Financial Statements and Exhibits.



(d) Exhibits.

       Exhibit No.                                        Exhibit
           10.1                               NIKE, Inc. Stock Incentive Plan
                             Cover Page Interactive Data File (embedded within the Inline XBRL
           104                                           document)

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