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

On June 16, 2022, the Board of Directors of NIKE, Inc. (the "Company") adopted an amendment and restatement of the NIKE, Inc. Employee Stock Purchase Plan (as amended and restated, the "ESPP"), subject to shareholder approval at the Company's annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, held on September 9, 2022, the Company's shareholders approved the ESPP to increase the number of shares of the Company's Class B Common Stock authorized for issuance under the ESPP by 11,000,000 shares. A description of the ESPP was set forth in the Company's definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 21, 2022 (the "Proxy Statement") in the section titled "Summary of the Employee Stock Purchase Plan." The descriptions of the ESPP contained herein and in the Proxy Statement are qualified in their entirety by reference to the ESPP, 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 Friday, September 9, 2022. 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           298,107,848               0                     0
      Timothy D. Cook             298,107,848               0                     0
      John J. Donahoe II          298,107,848               0                     0
      Thasunda B. Duckett         298,107,848               0                     0
      Travis A. Knight            298,107,848               0                     0
      Mark G. Parker              298,107,848               0                     0
      John W. Rogers, Jr.         298,107,848               0                     0

Directors Elected by Holders of Class B Common Stock:



                                 Votes Cast For       Votes Withheld       Broker Non-Votes
       Alan B. Graf, Jr.          914,590,417          73,253,700            101,691,849
       Peter B. Henry             971,058,364          16,785,753            101,691,849
       Michelle A. Peluso         859,803,517          128,040,600           101,691,849

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:



                    For             Against         Abstain        Broker Non-Votes
                832,876,712       451,434,918      1,640,335         101,691,849

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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, 2023

Class A and Class B Common Stock Voting Together:



                     For             Against         Abstain        Broker Non-Votes
                1,325,597,936       60,327,088      1,718,790              0

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

Class A and Class B Common Stock Voting Together:



                     For             Against         Abstain        Broker Non-Votes
                1,273,920,210       10,951,784      1,079,971         101,691,849

Proposal 5 - Shareholder proposal regarding a policy on China sourcing

Class A and Class B Common Stock Voting Together:



                  For              Against          Abstain         Broker Non-Votes
               79,642,809       1,175,118,421      31,190,735         101,691,849

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

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

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