UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 19, 2015
 
NIKE, Inc.
(Exact name of registrant as specified in charter)
 
 
 
OREGON
1-10635
93-0584541
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
ONE BOWERMAN DRIVE
BEAVERTON, OR
 
97005-6453
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code:
(503) 671-6453
 
 
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:

 
  r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 8.01 Other Events

Today NIKE, Inc. issues a press release announcing that its Board of Directors had declared a two-for-one stock split of both Class A and Class B Common shares. The stock split will be in the form of a 100 percent stock dividend payable on December 23, 2015 to shareholders of record at the close of business December 9, 2015. The text of the release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Form 8-K:

99.1 Press Release dated November 19, 2015.


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: November 19, 2015
By:
/s/   Andrew Campion
 
 
Andrew Campion
 
 
Chief Financial Officer
 
 
 








Investor Contact:
 
 
 
Media Contact:
Kelley Hall
 
 
 
Kellie Leonard
(503) 532-3793
 
 
 
(503) 671-6171




NIKE, INC. ANNOUNCES NEW $12 BILLION SHARE REPURCHASE PROGRAM
14 PERCENT INCREASE IN QUARTERLY DIVIDEND
AND TWO-FOR-ONE STOCK SPLIT


BEAVERTON, Ore., Nov. 19, 2015 – NIKE, Inc. (NYSE: NKE) announced today that its Board of Directors approved a new four-year, $12 billion program to repurchase shares of NIKE’s Class B Common Stock. The Company anticipates that the current $8 billion share repurchase program will be completed before the end of fiscal 2016, and the new program will commence upon the completion of the current program.*

Repurchases under the Company’s new program will be made in open market or privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements, and other relevant factors. This share repurchase plan does not obligate the Company to acquire any particular amount of common stock, and it may be suspended at any time at the Company's discretion. NIKE had approximately 678 million shares of Class B Common Stock outstanding as of November 16, 2015.

“In a growing sports industry, NIKE is the clear leader,” said Mark Parker, President and CEO of NIKE, Inc. “We are built for growth, while also staying committed to creating shareholder value over the long term. We’ve proven it time and again, having returned over $23 billion to shareholders over the last 14 years through share repurchases and dividends. Moving forward, we see even greater potential for NIKE as we continue to unlock new markets, new experiences and new products.”*

The Board of Directors also declared a quarterly cash dividend on the Company’s outstanding Class A and Class B Common Stock of $0.32 per share, on a pre-split basis, payable on January 4, 2016 to shareholders of record at the close of business on December 9, 2015. The dividend represents a 14 percent increase over the previous pre-split quarterly rate of $0.28 per share. This is the fourteenth year in a row the Company has increased its annual dividend, over which time the dividend has increased by a factor of more than 10.

The Board of Directors also approved a two-for-one split of both NIKE’s Class A and Class B Common shares. The stock split will be in the form of a 100 percent stock dividend payable on December 23, 2015 to shareholders of record at the close of business December 9, 2015.

Upon completion of the split, the outstanding shares of NIKE’s Class A and Class B Common Stock will increase to approximately 353 million and 1.36 billion, respectively, based on the outstanding shares as of November 16, 2015. The Company expects its common stock to begin trading at the split-adjusted price on December 24, 2015.


About NIKE, Inc.

NIKE, Inc., based near 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, Inc. subsidiary brands include Converse, which designs, distributes and licenses casual sneakers, apparel and accessories;



and Hurley, which designs and distributes a line of action sports and youth lifestyle apparel and accessories. For more information, NIKE’s earnings releases and other financial information are available at http://investors.nike.com. Individuals can also visit http://news.nike.com/ and follow @Nike.

* This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by NIKE, Inc. with the Securities and Exchange Commission., including Forms 8-K, 10-Q, and 10-K.


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