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): June 16, 2005
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.
____________________________________________________
On June 16, 2005, the Compensation Committee (the "Committee") of
the Board of Directors of NIKE, Inc. (the "Company") approved
performance-based awards under the Company's Long-Term Incentive Plan to
all executive officers of the Company on identical terms except for the
target award amounts. The following table summarizes the terms of those
awards for those officers who were "named executive officers" in the
Company's proxy statement for its 2004 annual meeting of shareholders, or
are expected to be "named executive officers" in the Company's proxy
statement for its 2005 annual meeting of shareholders:
C>
Performance
or Other Period
Until Maturation or
Name and Title Payout (1) Threshold ($) Target ($) Maximum ($)
______________ __________ _____________ __________ ___________
William D. Perez Fiscal Years 2006 to 2008 0 600,000 900,000
President and Fiscal Years 2006 to 2007 0 600,000 900,000
Chief Executive Fiscal Year 2006 0 283,000 424,500
Officer
Philip H. Knight - - - -
Chairman of the
Board of
Directors
Mark G. Parker Fiscal Years 2006 to 2008 0 500,000 750,000
President of
The NIKE Brand
Charles D. Denson Fiscal Years 2006 to 2008 0 500,000 750,000
President of
the NIKE Brand
Mindy F. Grossman Fiscal Years 2006 to 2008 0 400,000 600,000
Vice President
of Global Apparel
Gary M. DeStefano Fiscal Years 2006 to 2008 0 300,000 450,000
President of
USA Operations
_____________
(1) The Committee established a series of performance targets based on
revenues and earnings per share for each applicable performance
period corresponding to award payouts ranging from 0% to 150% of
the target awards. Under the terms of the awards, on August 15 of
the last year of the applicable performance period participants
will be issued a payout at the average of the percentage levels
corresponding to the results for the two targets, subject to the
Committee's discretion to reduce or eliminate any award based on
Company or individual performance. A portion of the payout equal
to the required tax withholding will be payable in cash and used
to satisfy the withholding. The balance of the payout will be
payable at the election of the participant in either (a) cash, (b)
shares of Class B Common Stock of the Company valued at the
closing price of the Class B Common Stock on the New York Stock
Exchange on the payout date, or (c) a mix of cash and shares. The
cash and shares will be 100% vested at that time. The awards to
Mr. Perez were required pursuant to the terms of Mr. Perez's
employment agreement with the Company, a copy of which was filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
November 18, 2004.
The form of long-term incentive award agreement for the awards is
filed under Item 9.01 of this Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of
___________________________________________________________________
Directors; Appointment of Principal Officers.
____________________________________________
(b) On June 16, 2005, Delbert J. Hayes, a director of the Company,
notified the Company of his decision not to stand for re-election as a
director at the Company's 2005 annual meeting of shareholders. His
decision is not the result of any disagreement with the Company or its
management.
Item 9.01 Financial Statements and Exhibits.
___________________________________________
(c) Exhibits
10.1 Form of Long-Term Incentive Award Agreement under the Long-
Term Incentive Plan.
10.2 Form of Restricted Stock Bonus Agreement under the 1990 Stock
Incentive Plan.
10.3 Form of Non-Statutory Stock Option Agreement for options
granted to non-employee directors under the 1990 Stock
Incentive Plan.
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: June 20, 2005 By: _________________________________
Donald W. Blair
Chief Financial Officer