-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSP6/utopJjR1rlp2pcpWSmWixCFny3Cl7ZImWhVXaY85yxF9x+skOwjdj2jxHhg 68Ova2Pb9EP5vSRssryYIw== 0000320187-06-000015.txt : 20060123 0000320187-06-000015.hdr.sgml : 20060123 20060123084841 ACCESSION NUMBER: 0000320187-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIKE INC CENTRAL INDEX KEY: 0000320187 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 930584541 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10635 FILM NUMBER: 06542167 BUSINESS ADDRESS: STREET 1: ONE BOWERMAN DR CITY: BEAVERTON STATE: OR ZIP: 97005-6453 BUSINESS PHONE: 5036713173 MAIL ADDRESS: STREET 1: ONE BOWERMAN DR CITY: BEAVERTON STATE: OR ZIP: 97005-6453 8-K 1 f8k060123.txt FORM 8K 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): January 20, 2006 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) NO CHANGE ______________________ (Former name or former address, if changed since last report) 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: [ ] 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 1.01 Entry Into A Material Definitive Agreement In connection with the resignation of William D. Perez as President and Chief Executive Officer of the Company as described in Item 5.02 below, the Company and Mr. Perez entered into a resignation letter agreement on January 20, 2006 pursuant to which they agreed that his resignation would be treated as a termination by the Company without cause under his employment agreement with the Company dated November 18, 2004. If terminated "without cause," Mr. Perez is entitled to receive certain severance benefits related to salary, bonus, and equity compensation, whereas upon a voluntary resignation Mr. Perez is not entitled to severance benefits. The approval by the Board of Directors of the resignation letter agreement was based on the Board's determination that Mr. Perez would not have resigned without the agreement. In accordance with the terms of the employment agreement and the resignation letter agreement, (a) Mr. Perez will receive a payment of two years' of his current annual base salary of $1.4 million per year, (b) Mr. Perez will receive the greater of 100% of his fiscal year 2006 target bonus of $1,750,000 under the Company's Performance Sharing Plan, or the payout percentage certified by the Compensation Committee at the end of the fiscal year, which may be up to 150% of the target bonus, (c) all restrictions will lapse with respect to the remaining 66,667 shares of a Class B Common Stock restricted stock bonus of 100,000 shares granted to Mr. Perez on December 28, 2004 which were to vest over three years from the date of grant, and (d) Mr. Perez will also vest in full with respect to the remaining unvested 133,334 shares of his option to purchase 200,000 shares of Class B Common Stock at an exercise price of $90.85, which was also granted on December 28, 2004 and scheduled to vest over three years, and he will have three years to exercise such option. The Company agreed to provide certain administrative services, reimburse prepaid club expenses, and pay certain transportation costs, transition costs, and moving costs which the Company estimates will total approximately $150,000. In addition, the Company will purchase Mr. Perez's Portland, Oregon house, and reimburse him for payments incurred to remodel and furnish the house, in an aggregate amount of approximately $3.6 million. The Company also agreed to pay to Mr. Perez a cash bonus to be determined by multiplying $188,667 (representing two-thirds of his targeted Long-Term Incentive Plan award for fiscal 2006) by the payout factor to be determined under the terms of that award based on fiscal 2006 performance, which payout factor may range from 0% to 150%. The Company also agreed that the restrictions will lapse with respect to one-fourth (or 5,709 shares) of a Class B Common Stock restricted stock bonus of 22,834 shares granted to Mr. Perez on July 15, 2005, which originally was to vest over four years. The Company also agreed to accelerate vesting of one-fourth (or 37,500 shares) of an option to purchase NIKE Class B Common Stock granted to Mr. Perez on July 15, 2005 at an exercise price of $87.59, and to extend the time in which he can exercise such option until December 31, 2006. It is anticipated that Mr. Perez will remain employed with the Company for a period not to exceed 60 days so that he may consult with the Company on transition matters. He will be paid a salary not to exceed $10,000 per month during that period. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers On January 20, 2006, William D. Perez resigned as a director and President and Chief Executive Officer of the Company. Also on January 20, 2006, the Board of Directors appointed Mark G. Parker as a director and President and Chief Executive Officer of the Company effective immediately. Charles D. Denson will become President of the NIKE Brand. The Company anticipates that Mr. Parker will serve on the Executive Committee of the Board of Directors. On January 23, 2006, the Company issued a press release discussing the above resignation and appointment, a copy of which is furnished herewith as Exhibit 99.1. Mr. Parker, 50, has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management. Mr. Parker was appointed divisional Vice President in charge of development in 1987, corporate Vice President in 1989, General Manager in 1993, Vice President of Global Footwear in 1998, and President of the NIKE Brand in 2001. The Company's Compensation Committee has not yet considered what adjustments will be made to Mr. Parker's compensation in connection with his promotion to President and Chief Executive Officer. A previous agreement dated December 28, 2004 between Mr. Parker and the Company contains a covenant not to compete that extends for two years following the termination of his employment with the Company. The agreement provides that if Mr. Parker's employment is terminated by the Company at any time, or if he voluntarily resigns after December 31, 2006 but before December 31, 2007, the Company will make monthly payments to him during the two-year noncompetition period in an amount equal to one-twelfth of his then current annual salary and target performance bonus ("Annual Nike Income"). The agreement provides further that if Mr. Parker voluntarily resigns prior to December 31, 2006 or after December 31, 2007, the Company will make monthly payments to him during the two-year noncompetition period in an amount equal to one-twenty-fourth of his then current Annual Nike Income. If Mr. Parker is terminated without cause, the parties may mutually agree to waive the covenant not to compete, and if Mr. Parker is terminated for cause, the Company may unilaterally waive the covenant. If the covenant is waived, the Company will not be required to make the payments described above for the months as to which the waiver applies. The Compensation Committee has also not yet considered whether the foregoing agreement should be modified. Item 9.01 Financial Statements and Exhibits (d) Exhibits. 10.1 Resignation Letter Agreement between William D. Perez and the Company 99.1 Press Release dated January 23, 2006 SIGNATURES 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) Date: January 23, 2006 /s/ Donald W. Blair __________________________ By: Donald W. Blair Chief Financial Officer EX-10 2 exhibit_101.txt EXHIBIT 10.1 EXHIBIT 10.1 January 20, 2006 Board of Directors NIKE, Inc. One Bowerman Drive Beaverton, Oregon 97005-6453 Re: Resignation ___________ Dear Board Members: I have discussed with Chairman Phil Knight my continued service to NIKE and the Board, and for various reasons unrelated to my performance, I believe it may be best for me to resign as a director and officer of NIKE, Inc. Accordingly, I am tendering my resignation to the Board upon the condition that the Company agrees to treat the resignation as a "termination without cause" under my employment agreement, in which case the severance and vesting provisions shall apply upon termination of my employment. The Company will also agree to purchase my Portland house for my original purchase price plus subsequent remodeling expenses and purchases, and reimburse me for or provide certain other transitional expenses and services that I have outlined to Lindsay Stewart. The resignation will be effective upon the Board's acceptance of my resignation on these terms. While my employment agreement gives me an opportunity to be notified of and to resolve any issues or concerns of the Board, I understand the issues related to my resignation, and do not desire to resolve them, so I waive that provision in the agreement. I also agree to release the Company from any liability related to my employment or resignation, and I reaffirm my obligations under my non-competition agreement. If this resignation is acceptable, kindly countersign this letter. It has been a pleasure working with you. Very truly yours, William D. Perez Accepted on behalf of the Company: By: ________________________________ Title: _____________________________ EX-99 3 exhibit_99.txt PRESS RELEASE EXHIBIT 99 IMMEDIATE RELEASE INVESTOR CONTACT: Pamela Catlett 503.671.4589 MEDIA CONTACT: Alan Marks 503.671.2673 Nike, Inc. Names Mark Parker CEO, William D. Perez Resigns Charlie Denson appointed President, Nike brand BEAVERTON, OR (January 23, 2006) - The Board of Directors of NIKE, Inc. (NYSE:NKE) today announced the appointment of Nike brand co-President Mark Parker as the company's new President and Chief Executive Officer following the resignation of William D. Perez. Parker also succeeds Perez on the company's Board of Directors. The board and Perez mutually agreed to end his relationship with the company without cause, citing differences regarding leadership between Perez and Philip H. Knight, Nike's founder and board chairman. In naming Parker as CEO and a director, the board turned to a seasoned Nike veteran with 27 years of experience at the company who has been involved in many of Nike's most significant product innovations and integrated brand campaigns. He also has been one of the key executives leading the company's long-term strategic planning. Since 2001, Parker and co-President Charlie Denson have successfully led the Nike brand during a period of strong financial performance and growth. Denson will now lead the Nike brand as president. Commenting on the management changes, Knight said: "Succession at any company is challenging, and unfortunately the expectations that Bill and I and others had when he joined the company a year ago didn't play out as we had hoped. I want to personally thank Bill for his dedication and commitment over the past year." "Mark has a proven track record in driving creativity, innovation and growth," Knight said. "He's an experienced, talented executive and has played an instrumental role in building our business and making the Nike brand as strong as it is today. Mark is the right person to drive our business forward." Parker, 50, joined Nike in 1979 and has served in various management capacities in product design, development, marketing and brand management. He is widely recognized as the product visionary for the Nike Air franchise and many other industry-leading product design and performance innovations. Prior to heading the Nike brand, Parker ran the company's multibillion dollar footwear and apparel businesses. "I've spent my life building the Nike brand, and I'm excited to lead one of the world's most dynamic organizations," Parker said. "I am committed to continue delivering profitable growth for our shareholders, creating distinctive product innovation and compelling brand connections for consumers, and building strong relationships with our retail partners. We have a strong management team in place that I will continue to develop, and I have tremendous confidence in our ability to continue growing the Nike, Inc. portfolio and delivering long-term value to shareholders." Denson, 49, president of the Nike brand, also is a Nike veteran with broad, global experience. He joined Nike in 1979, starting as an assistant manager in one of Nike's original retail stores in Portland, Oregon. He has held a variety of senior general management roles including leadership of Nike's U.S. and European businesses. Perez joined Nike in December 2004 after a long career with S.C. Johnson, based in Racine, Wisconsin. "I have great respect for the Nike brand, the company and the board," Perez said. "Nike is an incredible organization with tremendous growth opportunities. However, Phil and I weren't entirely aligned on some aspects of how to best lead the company's long-term growth. It became obvious to me that the long-term interests of the company would be best served by my resignation." Conference Call for Analysts and Investors To discuss these changes with analysts and investors, the company will hold a conference call at 1 pm EST today. U.S. Locations: (800) 289-0572 International Locations: (913) 981-5543 The call also will be webcast live at www.NikeBiz.com/invest. If you are unable to participate in the conference call or would like to access a replay of the call, it will be available beginning January 23, 2006 through January 30, 2006. From U.S. locations, dial (888) 203- 1112 and enter conference number 7082410 when instructed to do so. From international locations, dial (719)457-0820. A replay of the call will also be available at www.NikeBiz.com/invest. About NIKE, Inc. NIKE, Inc. based in Beaverton, Oregon is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Wholly-owned Nike subsidiaries include Converse Inc., which designs, markets and distributes athletic footwear, apparel and accessories; Bauer NIKE Hockey Inc., a leading designer and distributor of hockey equipment; Cole Haan, a leading designer and marketer of luxury shoes, handbags, accessories and coats; Hurley International LLC, which designs, markets and distributes action sports and youth lifestyle footwear, apparel and accessories and Exeter Brands Group LLC, which designs and markets athletic footwear and apparel for the value retail channel. -----END PRIVACY-ENHANCED MESSAGE-----