Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnJune 17, 2020 , the Compensation Committee (the "Committee") of the Board of Directors (the "Board") ofNIKE, Inc. (the "Company") approved amendments to theNIKE, Inc. Executive Performance Sharing Plan (the "PSP") and theNIKE, Inc. Amended and Restated Long-Term Incentive Plan (the "LTIP") to reflect (a) changes related to the elimination of the exception from the deduction limit contained in Section 162(m) of the Internal Revenue Code of 1986, as amended, previously available for performance-based compensation and (b) other ministerial changes to facilitate and clarify the administration of each of the PSP and LTIP, respectively. In addition, the Committee adopted new forms of award agreement with respect to grants of stock options and restricted stock units under theNIKE, Inc. Stock Incentive Plan. The foregoing description of the amendments to the PSP and LTIP and the new forms of award agreement does not purport to be complete and is qualified in its entirety by reference to the PSP (as amended), LTIP (as amended), Form of Non-Statutory Stock Option Agreement and Form of Restricted Stock Unit Agreement that are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and incorporated by reference herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnJune 17, 2020 , the Board amended the Company's Fifth Restated Bylaws (the "Bylaws"), effective immediately, to allow a meeting of the Company's shareholders to be held by means of remote communication and not at any physical location, as may be determined by the Board. The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws (as amended) that are attached hereto as Exhibit 3.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 3.1NIKE, Inc. Fifth Restated Bylaws, as amended 10.1NIKE, Inc. Executive Performance Sharing Plan 10.2NIKE, Inc. Amended and Restated Long-Term Incentive Plan Form of Non-Statutory Stock Option Agreement under the 10.3NIKE, Inc. Stock Incentive Plan Form of Restricted Stock Unit Agreement under theNIKE , 10.4 Inc. Stock Incentive Plan Cover Page Interactive Date File (embedded within the Inline 104 XBRL document)
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