NIKE, Inc. and Phil Knight Announce Ownership and Governance Actions
June 30 2015 - 4:30PM
Business Wire
NIKE CEO Mark Parker Recommended as Future
Chairman and CEO as Part of Planned Transition
Travis Knight Joins NIKE Board of Directors
NIKE, Inc. (NYSE:NKE) and its Chairman, Phil Knight, today
announced actions that will provide long-term stability in the
ownership and governance of the company including transfer of
ownership of Phil Knight’s shares to a Limited Liability
Company.
Concurrent with today’s announcement, Knight and the NIKE Board
of Directors also announced the start of a succession planning
process that will conclude in the appointment of NIKE’s next
Chairman. Knight has informed the NIKE Board of Directors of his
recommendation to have Mark Parker, NIKE’s President and Chief
Executive Officer since 2006, succeed him as Chairman. Further, the
Company also named Travis Knight as the newest member of NIKE’s
Board of Directors.
“For me, NIKE has always been more than just a company – it has
been my life’s passion,” said Knight. “Over the years, I’ve spent a
great deal of time considering how I might someday evolve my
ownership and leadership of NIKE in a way that benefits all of our
stakeholders. Today, we have taken a number of important steps that
will continue to promote NIKE’s long-term growth.”*
Chairman Succession Planning Process Initiated
Knight and the NIKE Board of Directors announced the start of a
succession planning process that will conclude in the appointment
of NIKE’s next Chairman, which the Board currently expects to occur
sometime in 2016. Knight has informed the NIKE Board of Directors
of his recommendation to have Mark Parker succeed him as Chairman.
Knight will continue to be actively involved with NIKE well beyond
the time he steps aside as Chairman.
Knight said, “I have long felt a great responsibility to provide
clarity and certainty for the long-term governance and leadership
of NIKE and for my ultimate transition as Chairman. I have worked
closely with the NIKE Board in developing this plan and in
identifying the most qualified person to serve as my successor in
this role. I believe Mark is the best choice to succeed me. He has
been an outstanding CEO for the past nine years, and has
demonstrated time and again his love for this Company and his clear
vision for capturing the tremendous potential NIKE has to innovate,
inspire, and drive growth. For myself, I intend to continue to work
with NIKE and look forward to contributing to its future well after
my chairmanship ends.”*
“Phil founded NIKE to serve athletes,” said Parker. “That vision
and inspiration continues to drive our success today around the
world. I have been privileged to work with Phil for over 35 years,
and NIKE’s exceptional management team and I are committed to
building on Phil’s vision to drive the next era of growth for
NIKE.”*
Phil Knight’s Transfer of Ownership to Swoosh, LLC
Knight added, “As I announced today, I have created Swoosh to
hold the majority of my shares of NIKE Class A Common Stock. Swoosh
will itself have a governance structure that is designed to make
thoughtful and forward-looking decisions with respect to the
ongoing voting and management of those shares. I believe this
structure will maintain NIKE’s strong corporate governance, which
has focused our management on serving the consumer and pursuing
profitable, long-term growth.”
To implement the new ownership structure for Knight’s NIKE Class
A Common Stock, the following actions were taken:
- Knight has formed a Limited Liability
Company named Swoosh, LLC, and has contributed 128,500,000 shares
of NIKE Class A Common Stock to the entity representing
approximately 15% of the combined total outstanding shares of NIKE
Class A and Class B Common Stock;
- Knight has formed a Board of Directors
of Swoosh to serve as its governing body, which will determine how
the Class A shares are voted and managed going forward. The Board
of Directors will initially have four members, who exercise five
votes.
- Of the five votes assigned to the Board
of Directors of Swoosh, two will initially be held by Knight, and
the other three will be held by:
- Mark Parker, President and CEO of NIKE
and a NIKE director since 2006;
- Alan Graf, Jr., Executive Vice
President and CFO of FedEx Corporation and a NIKE director since
2002; and
- John Donahoe II, President and CEO of
eBay Inc. and a NIKE director since 2014.
- In the future, Knight may choose to
appoint an additional director and assign one or both of his votes
to that director.
A Schedule 13D has been filed by Swoosh with the Securities and
Exchange Commission that provides additional details of today’s
announcement.
Travis Knight Appointed to Board of Directors
The Company also announced the appointment of Travis Knight to
NIKE’s Board of Directors, effective immediately. Knight, 41, is
President and CEO of the animation studio LAIKA, LLC, which
specializes in feature films. He has been involved in all principal
creative and business decisions at LAIKA since its founding in 2003
and has served as Producer and Lead Animator on Academy Award
nominated films The Boxtrolls (2014) and ParaNorman (2012, for
which he won an Annie Award, the animation industry’s highest
honor, for his character animation work), and Lead Animator on
Coraline (2009). Knight was named a “Rising Star of Animation” by
Animation Magazine in 2007. Prior to LAIKA, he was recognized for
his work on the Emmy Award-winning stop-motion animated television
series The PJs and worked on numerous national commercial campaigns
during his tenure at Oregon’s renowned Vinton Studios. Knight
is currently producing and directing Kubo and the Two Strings,
premiering in 2016. He is the son of Phil Knight.
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,
markets and distributes athletic lifestyle footwear, apparel and
accessories; and Hurley, which designs, markets and
distributes surf and youth lifestyle footwear, 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.
* The marked paragraphs contain 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 with the S.E.C., including
Forms 8-K, 10-Q, and 10-K.
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NIKE, Inc.Investor Contact:Kelley
Hall, 503-532-3793orMedia
Contact:Kellie Leonard, 503-671-6171
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