Nike shareholders approve employee stock purchase plan increase to 78 million shares
Shareholders voted at the annual meeting to authorize 16 million additional Class B shares for the employee purchase plan.
NIKE, Inc. (NKE) held its virtual annual meeting of shareholders on Tuesday, September 8, 2026, where investors voted on several proposals including an amendment to the company employee stock purchase plan, according to a regulatory filing.
The company said shareholders approved an amendment to the Employee Stock Purchase Plan to increase the number of authorized Class B Common Stock shares reserved for issuance by 16,000,000 shares, bringing the total reserved shares to 78,000,000.
Key takeaways
- Shareholders approved an increase of 16,000,000 shares for the employee stock purchase plan.
- Total reserved Class B Common Stock shares for the plan reached 78,000,000 following the vote.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal 2027.
- Advisory vote on executive compensation received 736,936,017 votes for and 349,508,277 votes against.
Annual meeting voting results
Shareholders voted on six separate proposals during the virtual meeting. Proposal 1 covered the election of directors for both Class A and Class B common stock. Class A holders elected Timothy Cook, Maria Henry, Peter Henry, Elliott Hill, Travis Knight, Jørgen Vig Knudstorp, Mark Parker, and Michelle Peluso, with each receiving 280,747,848 votes cast for and zero withheld. Class B holders elected Thasunda Duckett, Mónica Gil, and Robert Swan.
Proposal 2 concerned the advisory vote on executive compensation, with 736,936,017 votes for, 349,508,277 votes against, 1,597,298 abstentions, and 147,695,064 broker non-votes. Proposal 3 ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027, with 1,175,590,556 votes for and 58,924,987 votes against.
Proposal 4 authorized the employee stock purchase plan changes, passing with 1,081,095,618 votes for, 5,127,600 votes against, and 1,818,374 abstentions. Two shareholder proposals failed to pass. Proposal 5 regarding a discrimination in charitable support report received 7,363,988 votes for and 1,073,903,174 votes against. Proposal 6 regarding environmental targets received 110,862,692 votes for and 935,451,481 votes against.
Stock purchase plan terms
The employee stock purchase plan operates through a series of six-month offerings starting on April 1 and October 1 each year. Eligible employees purchase Class B common stock at 85% of the fair market value on either the offering date or the purchase date, whichever is lower, using payroll deductions between 1% and 10% of compensation.
Options are subject to a limit of 500 shares per offering and a maximum annual fair market value accrual of $25,000 under Section 423 of the Internal Revenue Code. The plan is administered by the chief human resources officer or an authorized officer delegated by the board.
Why it matters
The approval of additional shares allows the company to continue offering its employee stock purchase plan without exhausting its reserved pool, supporting employee ownership incentives as outlined in the proxy statement.
By the numbers
| Metric | Value | Source | |---|---|---|> | Additional shares authorized | 16,000,000 | 8-K Filing | | Total shares reserved for plan | 78,000,000 | Exhibit 10.1 | | Stock purchase plan votes for | 1,081,095,618 | 8-K Filing | | Stock purchase plan votes against | 5,127,600 | 8-K Filing | | Auditor ratification votes for | 1,175,590,556 | 8-K Filing |
Plan administration and holding periods
Shares purchased through the plan are held in custody by a financial firm appointed by the company. Participants cannot transfer whole shares out of the custodian account into their own name or a regular brokerage account until two years after the offering date of the offering in which the shares were purchased. Dividend reinvestment shares are exempt from this holding period requirement. The company pays all administrative expenses incident to the operation of the plan, including record keeping, accounting fees, legal fees, and commissions on purchases and dividend reinvestments.