UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2004
NIKE, INC.
(Exact Name of Registrant as Specified in Charter)
Oregon 1-10635 93-0584541
____________ ____________ ____________
(State of (Commission (I.R.S.Employer
Incorporation) File Number) Identification No.)
One Bowerman Drive
Beaverton, Oregon 97005-6453
(Address of Principal Executive Offices)
__________________________
(503) 671-6453
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
___________________________
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On November 18, 2004, the Board of Directors of NIKE, Inc. (the
"Company") appointed William D. Perez as President and Chief Executive
Officer of the Company and as a director of the Company, effective on
December 28, 2004. Philip H. Knight, co-founder and current Chairman
and Chief Executive Officer of the Company, will continue as Chairman of
the Board and remain active in the Company. Mr. Perez will report
directly to the Board of Directors. The Company anticipates that Mr.
Perez will serve on the Executive Committee of the Board of Directors.
William D. Perez, age 57, has been President and Chief Executive Officer
of S. C. Johnson & Son, Inc., a global consumer products company with
such brands as Windex, Ziploc, Pledge, Glade, and Saran, since 1996.
Mr. Perez joined S. C. Johnson & Son, Inc. in 1970, and has held a
number of senior positions in marketing, regional management, and global
management, becoming President and Chief Operating Officer of Worldwide
Consumer Products in 1993. Mr. Perez is also a director of Kellogg
Company, where he serves on the Audit Committee and the Consumer
Marketing Committee.
The Company and Mr. Perez have entered into an employment agreement, a
copy of which is filed as Exhibit 10.1 hereto. Under the terms of this
agreement, on December 28, 2004, Mr. Perez will receive (i) an initial
stock option for 200,000 shares of Company stock with a fair market
value exercise price, a ten-year term and vesting one-third per year
over three years, and (ii) an initial restricted stock bonus for 100,000
shares of Company stock vesting one-third per year over three years.
Mr. Perez will receive an initial annual salary of $1,350,000, target
bonuses under the Company's annual Performance Sharing Plan of 125% of
salary, annual option grants of at least 150,000 shares, annual
restricted stock bonus awards of at least $2,000,000 of Company stock,
and annual $600,000 target awards under the Company's three-year long-
term incentive programs. He will also participate in other employee
benefit programs available to executives of the Company. He is
guaranteed a bonus of at least $703,125 for the remainder of fiscal
2005. In July 2005, he will receive special target awards under the
Company's long-term incentive plan of $600,000 for a two-year
performance period and $283,000 for a one-year performance period. If,
on or prior to December 28, 2007, Mr. Perez's employment is terminated
by the Company without cause or by Mr. Perez for good reason, he will
receive a severance payment equal to two years' salary plus at least one
year's target annual bonus, and will have vesting accelerated on his
initial stock option and restricted stock awards. If Mr. Perez's
employment is terminated by the Company without cause or by Mr. Perez
for good reason after December 28, 2007, he will receive a severance
payment equal to two years' salary.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On November 18, 2004, the Board of Directors approved amendments to the
Bylaws to separate and clarify the respective roles of the Chairman of
the Board and the Chief Executive Officer, and to make various
conforming changes. A copy of the Company's Third Restated Bylaws, as
amended, is filed as Exhibit 3.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.2 Third Restated Bylaws, as amended.
10.1 Terms of Employment dated November 18, 2004 between
NIKE, Inc. and William D. Perez.
10.2 Form of Non-Statutory Stock Option Agreement for options
granted to executives under the 1990 Stock Incentive
Plan.
10.3 Form of Restricted Stock Bonus Agreement under the 1990
Stock Incentive Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NIKE, Inc.
(Registrant)
/s/ Donald W. Blair
Date: November 18, 2004 By: _______________________________
Donald W. Blair,
Chief Financial Officer