.
Proposal 1 Election of Directors
A Board of 12 directors will be elected at the Annual Meeting. All of the nominees were elected at the 2011 annual meeting of shareholders. Directors will hold office until the next annual meeting of shareholders or until their successors are elected and qualified.
Alan B. Graf, Jr., John C. Lechleiter, and Phyllis M. Wise are nominated by the Board of Directors for election by the holders of Class B Stock. The other nine nominees are nominated by the Board of Directors for election by the holders of Class A Stock.
Under Oregon law, if a quorum of each class of shareholders is present at the Annual Meeting, the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board of Directors.
The Corporate Governance Guidelines adopted by the Board of Directors provide that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall tender his or her resignation for consideration by the Nominating and Corporate Governance Committee. The Committee shall recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision within 90 days of the certification of the election results.
Background information on the nominees as of July 13, 2012, including some of the attributes that led to their selection, appears below. The Nominating and Corporate Governance Committee has determined that each director meets the qualification standards described in the section entitled “Director Nominations” above. In addition, the Board firmly believes that the experience, attributes, and skills of any single director should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board.
4
CORPORATE GOVERNANCE
PROPOSAL 1
Nominees for Election by Class A Shareholders
Elizabeth J. Comstock
Ms. Comstock, 51, a director since 2011, is Senior Vice President and Chief Marketing Officer of General Electric Company (“GE”). At GE, she was appointed Vice President, Communications, NBC News Communications in 1994, Senior Vice President, NBC Corporate Communications in 1996, Vice President of Corporate Communications in 1998, Corporate Vice President and Chief Marketing Officer in 2003, President, NBC Universal Integrated Media in 2006, and Senior Vice President and Chief Marketing Officer in 2008. Prior to joining GE in 1994, Ms. Comstock held a succession of positions at NBC, CBS, and Turner Broadcasting. Ms. Comstock is a trustee of the Smithsonian’s Cooper-Hewitt National Design Museum. Ms. Comstock was selected to serve on the Board because her broad experience in, and understanding of, media, marketing and innovation aligns well with the Company’s business model, which involves a great deal of each.
John G. Connors
Mr. Connors, 53, a director since 2005, is a partner in Ignition Partners LLC, a Seattle-area venture capital firm. Mr. Connors served as Senior Vice President and Chief Financial Officer of Microsoft Corporation from December 1999 to May 2005. He joined Microsoft in 1989 and held various management positions, including Corporate Controller from 1994 to 1996, Vice President, Worldwide Enterprise Group in 1999, and Chief Information Officer from 1996 to 1999. Mr. Connors is currently a member of the Board of Directors of Scout Analytics Inc., Parse, Inc., OpsCode, Inc., Motif Investing, Inc., FiREapps, Inc., DataSphere Technologies, Inc., Splunk, Inc., Tier 3, Inc., Korrio, Inc., the Washington Policy Center, and the University of Washington Tyee Club. Mr. Connors was selected to serve on the Board because his experience and skills in accounting, financial leadership, venture capital, technology, and international operations enable him to make valuable contributions to NIKE’s Audit Committee and Finance Committee.
Timothy D. Cook
Mr. Cook, 51, a director since 2005, is the Chief Executive Officer of Apple Inc. Mr. Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer. Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998. Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997. Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North American Fulfillment. Mr. Cook is currently a member of the Board of Directors of the National Football Foundation and Apple Inc. Mr. Cook was selected to serve on the Board because his operational executive experience and his knowledge of technology, marketing, and international business allow him to provide the Board with valuable perspectives and insights.
Douglas G. Houser
Mr. Houser, 77, a director since 1970, has been a partner and Senior Counsel in the Portland, Oregon, law firm of Bullivant, Houser, Bailey since 1965. Mr. Houser is a Life Trustee of Willamette University and a Fellow in the American College of Trial Lawyers, and he has served as a member of the Board of Governors and Treasurer of the Oregon State Bar Association and as a Director of the Rand Corporation, Institute for Civil Justice Board of Overseers, and the National Judicial College Foundation Board. Mr. Houser was selected to serve on the Board because his knowledge of NIKE and its Board, together with his experience as a principal of a significant law firm, allow him to provide beneficial contributions regarding legal issues, corporate responsibility, and board governance.
Philip H. Knight
Mr. Knight, 74, a director since 1968, is Chairman of the Board of Directors of NIKE. Mr. Knight is a co-founder of the Company and, except for the period from June 1983 through September 1984, served as its President from 1968 to 1990, and from June 2000 to December 2004. Prior to 1968, Mr. Knight was a certified public accountant with Price Waterhouse and Coopers & Lybrand and was an Assistant Professor of Business Administration at Portland State University. Mr. Knight led NIKE from a small partnership founded on a handshake to the world’s largest athletic footwear, apparel, and equipment company. He has extensive knowledge of and experience in Company operations, sports marketing, manufacturing, management, accounting, and financial matters, which make him uniquely qualified to serve as Chairman of the Board.
Mark G. Parker
Mr. Parker, 56, has been President and Chief Executive Officer and a director since 2006. He 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. He has extensive knowledge and experience regarding Company operations, sports marketing, manufacturing, research, design, development, and management, and is an effective leader of NIKE. His position as CEO makes his participation on the Board critical.
Johnathan A. Rodgers
Mr. Rodgers, 66, a director since 2006, retired as the President and Chief Executive Officer of TV One, LLC in July 2011. Prior to joining TV One, LLC in March 2003, Mr. Rodgers was President, Discovery Networks US for Discovery Communications, Inc. from 1996 to 2003. Prior to his work at Discovery Communications, Mr. Rodgers had a 20-year career at CBS, Inc. where he held a variety of executive positions, including President, CBS Television Stations. Mr. Rodgers is also a director of Procter & Gamble Company and a Trustee of the University of California — Berkeley. Mr. Rodgers was selected to serve on the Board because his experience and knowledge in media, broadcasting, and telecommunications, his skills in executive leadership, and knowledge of multicultural media allow him to provide valuable insights to the Board regarding corporate responsibility, diversity, compensation, and marketing.
Orin C. Smith
Mr. Smith, 70, a director since 2004, was President and Chief Executive Officer of Starbucks Corporation from 2000 to 2005. He joined Starbucks as Vice President and Chief Financial Officer in 1990, became President and Chief Operating Officer in 1994, and became a director of Starbucks in 1996. Prior to joining Starbucks, Mr. Smith spent a total of 14 years with Deloitte & Touche. He was later the Executive Vice President and Chief Financial Officer of two transportation companies. Between these assignments, he was Chief Policy and Finance Officer in the administrations of two Washington State Governors. Mr. Smith is currently the lead Director of the board of directors of The Walt Disney Company and serves on the Board of Regents of the University of Washington. Mr. Smith was selected to serve on the Board because his experience and skills in accounting, financial leadership, marketing, international and retail operations enable him to make valuable contributions to NIKE’s Audit Committee and Finance Committee.
NIKE, INC.· 2012 Notice of Annual Meeting 5
CORPORATE GOVERNANCE
PROPOSAL 1
John R. Thompson, Jr.
Mr. Thompson, 71, a director since 1991, was head coach of the Georgetown University men’s basketball team from 1972 until 1998. Mr. Thompson was head coach of the 1988 United States Olympic basketball team. He hosted a sports radio talk show in Washington, D.C. for 13 years, and he is a nationally broadcast sports analyst for Turner Network Television (TNT) and the Westwood One, Inc. radio network. He serves as Assistant to the President of Georgetown University for Urban Affairs, and he is a past President of the National Association of Basketball Coaches and presently serves on its Board of Governors. Mr. Thompson was selected to serve on the Board because his extensive experience and knowledge of education, college and professional sports, media, broadcasting, and knowledge of urban issues allow him to provide valuable insights to the Board regarding sports marketing, corporate responsibility, and diversity.
Nominees for Election by Class B Shareholders
Alan B. Graf, Jr.
Mr. Graf, 58, a director since 2002, is the Executive Vice President and Chief Financial Officer of FedEx Corporation, a position he has held since 1998, and is a member of FedEx Corporation’s Executive Committee. Mr. Graf joined FedEx Corporation in 1980 and was Senior Vice President and Chief Financial Officer for FedEx Express, FedEx’s predecessor, from 1991 to 1998. He previously served on the boards of directors of Kimball International Inc., Storage USA, Inc. and Arkwright Mutual Insurance Co., and he is currently a director of Mid-America Apartment Communities, Inc. Mr. Graf was selected to serve on the Board because his experience and skills in auditing, accounting, financial management, and international operations enable him to effectively lead NIKE’s Audit Committee, serving as its Chair and financial expert.
John C. Lechleiter
Dr. Lechleiter, 58, a director since 2009, is Chairman of the Board, President, and Chief Executive Officer of Eli Lilly and Company (“Lilly”). He has served as President and Chief Executive Officer since April 1, 2008. He has been a member of Lilly’s board of directors since 2005 and was named Chairman on January 1, 2009. Dr. Lechleiter began work at Lilly as a senior organic chemist in Lilly’s process research and development division in 1979. He is a member of the American Chemical Society and Business Roundtable. He serves on the boards of Pharmaceutical Research and Manufacturers of America (PhRMA), United Way Worldwide, Xavier University, the Life Sciences Foundation, and the Central Indiana Corporate Partnership. Dr. Lechleiter was selected to serve on NIKE’s Board because his operational executive experience and his knowledge of science, marketing, management, and international business allow him to provide the Board with significant contributions in those strategic areas.
Phyllis M. Wise
Dr. Wise, 67, a director since 2009, is Vice President and Chancellor of the University of Illinois, at Urbana-Champaign. She joined the University of Maryland School of Medicine as an assistant professor in 1976, was appointed associate professor in 1982, and professor in 1987. Dr. Wise was appointed a professor and chair of the department of physiology at the University of Kentucky in 1993, and was appointed dean of the division of biological sciences and distinguished professor of neurobiology at the University of California-Davis in 2002. In 2005, she was appointed Provost and Vice President for Academic Affairs at the University of Washington, and served as Provost and Executive Vice President from 2007 to 2010, and interim President until July 2011, where she was also professor of physiology and biophysics, biology, and obstetrics and gynecology. During her tenure, she led the establishment of the College of the Environment, the mission of which is to provide solutions to developing a sustainable healthy environment through research and teaching. Dr. Wise has a doctorate in zoology from the University of Michigan and an honorary doctorate from Swarthmore College, and she is an elected member of the Institute of Medicine. Dr. Wise was selected to serve on the Board because her extensive experience in medical science, health, higher education, and societal issues allow her to provide valuable contributions to the Board’s deliberations of strategic importance.
6
CORPORATE GOVERNANCE
PROPOSAL 1
Director Compensation for Fiscal 2012

Name
Fees Earned or
Paid in Cash
($)

Option Awards ⁽¹⁾
($)

Change in Pension Value
and Nonqualified Deferred
Compensation Earnings ⁽²⁾
($)

All Other
Compensation ⁽³⁾
($)

Total
($)

Elizabeth J. Comstock 76,500    139,560    —    468    216,528
John G. Connors 84,000    139,560    —    20,741    244,301
Jill K. Conway 23,714    —    —    41,391    65,105
Timothy D. Cook 85,506    139,560    —    20,219    245,285
Ralph D. DeNunzio 33,676    —    —    —    33,676
Alan B. Graf, Jr. 103,505    139,560    —    219    243,284
Douglas G. Houser 79,000    162,820    27,283    20,219    289,322
John C. Lechleiter 77,500    139,560    —    219    217,279
Johnathan A. Rodgers 79,500    139,560    —    219    219,279
Orin C. Smith 90,500    139,560    —    20,114    250,174
John R. Thompson, Jr. 54,000    139,560    —    22,340    215,900
Phyllis M. Wise 83,005    139,560    —    15,324    237,889
(1) Represents the grant date fair value of annual director options granted in fiscal 2012 computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. On September 19, 2011, each director elected at the 2011 Annual Meeting other than Mr. Houser was granted an option for 6,000 shares with an exercise price of $90.20 per share, which was the closing market price of our Class B Stock on the grant date. On September 19, 2011, Mr. Houser was granted an option for 7,000 shares with an exercise price of $90.20 per share. The assumptions made in determining the grant date fair values of options under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2012. As of May 31, 2012, non-employee directors held outstanding options for the following numbers of shares of our Class B Stock: Ms. Comstock, 12,000; Mr. Connors, 50,000; Mr. Cook, 32,000; Mr. Graf, 56,000; Mr. Houser, 39,000; Dr. Lechleiter, 21,000; Mr. Rodgers, 34,000; Mr. Smith, 58,000; Mr. Thompson, 24,000; and Dr. Wise, 17,000.
(2) Represents above-market earnings credited during fiscal 2012 to the account of Mr. Houser under our prior Executive Deferred Compensation Plan adopted in 1983 (the “1983 DCP”). While deferrals under the 1983 DCP were discontinued in 1990, earnings have continued to accrue on the 1983 DCP account balances. Under the terms of the 1983 DCP, Mr. Houser received a guaranteed return equal to the current monthly rate of Moody’s seasoned corporate bonds index, plus 4%, which paid an average interest rate of 8.63% in fiscal 2012.
(3) Includes medical and life insurance premiums paid by us of $22,121 for each of Dr. Conway and Mr. Thompson. Also includes matching charitable contributions by us under the NIKE Matching Gift Program, under which directors are eligible to contribute to qualified charitable organizations and we provide a matching contribution to the charities in an equal amount, up to $20,000 in the aggregate for each director annually. In fiscal 2012, we matched contributions to charities in the following amounts: Mr. Connors, $20,000, Dr. Conway, $19,270, Mr. Cook, $20,000, Mr. Houser, $20,000, Mr. Smith, $20,000, and Dr. Wise, $15,000. Also includes sample and test products we provided to directors during the fiscal year, the value of which we estimate at $468 for Ms. Comstock, $741 for Mr. Connors, $219 for Messrs. Cook, Graf, Houser, Rodgers, Thompson and Dr. Lechleiter, $114 for Mr. Smith, and $324 for Dr. Wise, based on our incremental cost.
Director Fees and ~~Retirement Plan~~


		~~181,000~~100,000 shares for Mr. DeStefano, 260,000 shares for Mr. Sprunk, and ~~1,605,500~~4,005,300 shares for the executive officer and director group.

(9)
	~~employment terminates before that date, in which case any remaining restricted shares are forfeited.~~

~~(11)~~	Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company’s Restated Articles of Incorporation, as amended.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file with the ~~Securities and Exchange Commission (the “SEC”)~~SEC and the ~~New York Stock Exchange~~NYSE initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10 percent shareholders are required by the regulations of the SEC to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended May 31, ~~2005~~2012 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied ~~with.~~

Transactions with Related Persons

Mr. Knight makes his airplane available for business use by the Company for no charge. NIKE operates and maintains the aircraft. Mr. Knight has reimbursed the Company $932,895 for NIKE’s operating costs related to his personal use of this aircraft during fiscal 2012, determined based on the cost of fuel and other variable costs associated with the flights under FAR 91-501(d).

Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health insurance and for life insurance policies for Howard Slusher, the father of John Slusher, Vice President of Sports Marketing, following expiration of the agreement. During fiscal 2012, the Company paid Howard Slusher $129,976 for health and life insurance premiums.

Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker is a Marketplace Manager, and has been employed by the Company for over 28 years; Stephen Parker is the General Manager, Asia Pacific-Converse, and has been employed by the Company for over 24 years; and Ann Parker is an Executive Talent Scout, and has been employed by the Company for over 22 years. During fiscal year 2012, the Company paid aggregate compensation to Bob Parker, Stephen Parker and Ann Parker in the amounts of $418,083, $526,131, $259,728, respectively. The ~~following table discloses~~ compensation ~~awarded to, earned by, or~~was consistent with compensation paid to other employees holding similar positions, and was composed of salary, performance bonus, the ~~Company’s former~~grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and ~~current Chief Executive Officer~~matching contributions to Company-sponsored retirement plans, and ~~its next four most highly compensated executive officers for all~~a relocation benefit payment to Ann Parker.

Mr. Thompson’s son, John Thompson III, is the head basketball coach at Georgetown University, and the Company has a contract with him to provide endorsement and consulting services ~~rendered by them in all capacities~~ to the Company through August 2014, with base compensation over the five year term of the contract of $500,000, and ~~its subsidiaries~~up to $80,000 per year of product and other performance incentives.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, ~~2005~~2012 were Timothy D. Cook, Elizabeth J. Comstock, John C. Lechleiter, Johnathan A. Rodgers, and prior to his retirement, Ralph D. DeNunzio. The Committee is composed solely of independent, non-employee directors. No member of the ~~two preceding~~Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the Company during the fiscal ~~years.~~

Our executive compensation program is aligned with our business strategy and culture to attract and retain top talent, reward business results and individual performance, and most importantly, maximize shareholder returns. Our total compensation program for the Named Executive Officers is highly incentive-based and competitive in the marketplace, with Company performance determining a significant portion of total compensation.

Our Named Executive Officers for fiscal 2012 were: Mark G. Parker (President and Chief Executive Officer), Donald W. Blair (Vice President and Chief Financial Officer), Charles D. Denson (President of the NIKE Brand), Gary M. DeStefano (President, Global Operations), and Eric D. Sprunk (Vice President, Merchandising and Product Management).

The Compensation Committee of the Board of Directors (the “Committee”) is comprised of Timothy D. Cook (Chairman), Elizabeth J. Comstock, John C. Lechleiter, and Jonathan A. Rodgers, each of whom is an independent director under applicable NYSE listing standards. Ralph DeNunzio, the Company’s former Compensation Committee Chairperson, retired on September 19, 2011.

The total compensation for each of the Named Executive Officers is shown in the Summary Compensation Table on page 17. While we describe executive compensation in greater detail throughout this Compensation Discussion and Analysis, highlights of actions the Committee took in fiscal 2012 include:

The non-binding advisory proposal regarding compensation of the Named Executive Officers submitted to shareholders at our 2011 Annual Meeting was approved by over 98% of the votes cast. The Committee considered this favorable shareholder vote as a strong endorsement of our executive compensation program. The Committee will continue to consider the outcome of the Company’s say-on-pay votes when conducting its regular practice of evaluating the program and making future compensation decisions for the Named Executive Officers.

The Compensation Committee of the Board of Directors (the “Committee”) oversees the performance evaluation of the CEO against goals and objectives set by the Committee, and based on the evaluation, recommends the CEO’s compensation to the independent members of the Board of Directors. Subject to the approval of the independent members of the Board of Directors, the Committee also determines the compensation of our other Named Executive Officers. The Committee also oversees the performance evaluation of those officers and the administration of our executive compensation programs. The Committee receives recommendations from the CEO as to compensation of other Named Executive Officers, and the CEO participates in Committee discussions regarding the compensation of those officers. The Committee meets in executive session without the CEO to determine his compensation. The Committee is comprised of Timothy D. Cook (Chairman), Elizabeth J. Comstock, John C. Lechleiter, and Johnathan A. Rodgers, each of whom is an independent director under applicable NYSE listing standards. The Committee operates pursuant to a written charter that is available on our website at:http://investors.nikeinc.com.

Each year, the Committee reviews our executive total compensation programs to ensure they continue to reflect the Committee’s commitment to align the objectives and rewards of our executive officers with the creation of value for our shareholders. The programs have been designed to reinforce our pay-for-performance philosophy by delivering total compensation that motivates and rewards short-and long-term financial performance to maximize shareholder value, and to be externally competitive to attract and retain outstanding and diverse executive talent. In conducting their annual review, the Committee considers information provided by our human resources staff. Our human resources staff retains Aon Hewitt Associates and Towers Watson, both independent compensation consulting firms, to provide surveys and reports containing competitive market data. These consultants do not formulate executive compensation strategies for NIKE or recommend individual executive compensation. The human resources staff uses the surveys and reports to make recommendations to the Committee concerning executive compensation. The Committee has the sole authority under its charter to retain compensation consultants to assist the Committee in

evaluating the compensation of executive officers, but chose to not retain any such consultants in fiscal 2012. The Committee relies on its collective experience and judgment along with the recommendations prepared by our human resources staff to set executive compensation.

To help establish competitive ranges of base salary, incentive compensation opportunities, and target total compensation for the purpose of making recommendations to the Committee, our human resources staff uses competitive market data from surveys and reports prepared by Aon Hewitt Associates and Towers Watson. We consider market survey data from a peer group of 14 companies which have similar revenue size, have similar products or markets, or reflect the companies with which we compete for executive talent. In addition, we consider market data across many industries focusing on companies with revenues of $10 billion or more.

For purposes of setting executive compensation for fiscal 2012, the companies in this peer group were unchanged from fiscal 2011 and consisted of the following:

In February 2012, we conducted our periodic review of our peer group to determine whether any changes were appropriate. Based on that review, we determined that for purposes of setting executive compensation in fiscal 2013, the peer group should be refined to include J.C. Penney Company Inc., Kimberly-Clark Corporation, and Time Warner Inc., and to remove Apple Inc. from the above peer group.

The surveys that our human resources staff reviews show percentile compensation levels for various executive positions with comparable job responsibilities. The Committee does not endeavor to set executive compensation at or near any particular percentile, and it considers target total compensation to be competitive if it is within the 50^th to 75^th percentiles. Market data is one of many factors that the Committee considers in the determination of executive compensation levels. Other factors include internal pay equity, level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, succession planning and retention strategies, budget considerations, and our performance.

As noted in the Executive Summary, our executive compensation program is aligned with our business strategy and culture to attract and retain top talent, reward business results and individual performance, and most importantly, maximize shareholder returns. Our total compensation program for the Named Executive Officers is highly incentive-based and competitive in the marketplace, with Company performance determining a significant portion of total compensation. Our program consists of the following elements:

In determining the award levels for each of the elements in our total compensation program, our philosophy is to “pay for performance.” As a result, we place relatively greater emphasis on the incentive components of compensation (Executive Performance Sharing Plan, Long-Term Incentive Plan, and stock options) to align the interests of our executives with shareholders, and motivate them to maximize shareholder returns. This is balanced with retention incentives provided by base salary, restricted stock awards, and restricted stock unit awards.

We look to the experience and judgment of the Committee to determine what it believes to be the appropriate target compensation mix for each Named Executive Officer. We do not apply fixed ratios or formulae, or rely solely on

market data or quantitative measures. In allocating compensation among the various elements, the Committee considers market data, Company performance and budget, the impact of the executive’s position in the Company, individual past performance, expectations for future performance, experience in the position, any anticipated increase in the individual’s responsibilities, internal pay equity for comparable positions, and retention incentives for succession planning.

In fiscal 2012, incentive components (including restricted stock but excluding Mr. Parker’s restricted stock unit award as shown in the below chart) accounted for 88% of the CEO’s target compensation, 85% of the NIKE Brand President’s target compensation, and approximately 76% of the other Named Executive Officers’ target compensation. For purposes of this analysis, Mr. Parker’s restricted stock unit retention award is excluded to appropriately represent his target compensation mix as approved by the Committee in June 2011.

When making recommendations to the Committee concerning base salary levels for our Named Executive Officers, our human resources staff considers the market data described above to recommend base salaries generally between the 50^th and 75^th percentiles of the salaries for comparable positions reflected in the surveys and reports. Other factors considered in setting annual salary levels include the individual’s performance in the prior year, expectations regarding the individual’s future performance, experience in the position, any anticipated increase in the individual’s responsibilities, internal pay equity for comparable positions, succession planning strategies, and our annual salary budget. The Committee reviews these factors each year and adjusts base salary levels to ensure that we are appropriately rewarding performance.

The Committee generally reviews base salaries of the Named Executive Officers annually based on a review of individual performance at a meeting in June, with salary adjustments becoming effective for the first pay period ending in August. During the salary review in June 2011, the Committee decided to maintain the base salaries for Messrs. Parker, Blair, Denson, and DeStefano at $1,550,000, $850,000, $1,320,000, and $1,030,000, respectively, based on its determination that the base salaries were appropriately aligned with comparable positions in the market. The Committee decided to increase Mr. Sprunk’s annual salary 4.1% from $850,000 to $885,000 to align his salary with market and reflect his performance against his individual goals, which was generally in line with average Company-wide merit increases for fiscal 2011.

In setting a Named Executive Officer’s overall compensation package, the Committee attempts to place a relatively greater emphasis on the incentive components of compensation described below.

Annual bonuses are paid to the Named Executive Officers under our Executive Performance Sharing Plan (“PSP”). Our “pay for performance” philosophy for bonuses is simple: if we exceed our financial objectives, we will pay more; if we fail to reach them, we will pay less or nothing at all. The PSP for all executives is based 100% on overall corporate performance each year as measured by income before income taxes excluding the effect of any acquisitions, divestitures or accounting changes (“PTI”). Basing our bonus program for all executives on overall corporate performance is intended to foster teamwork and send the message to each executive that his or her role is to help ensure overall organizational success and maximize shareholder returns.

Each year the Committee establishes a target bonus for each Named Executive Officer under the PSP expressed as a percentage of base salary paid during the year. For fiscal 2012, the Committee increased Mr. Parker’s target bonus from 135% to 150%, Mr. Denson’s target bonus from 120% to 130%, and the target bonus for Messrs. Blair, DeStefano, and Sprunk from 80% to 90%. The Committee sets these target bonus levels each year based on its judgment of the impact of the position in the Company and what it believes to be competitive against market data as described above under Use of Market Survey Data, while maintaining internal pay equity for comparable positions.

The maximum bonus possible under the PSP is 150% of the target bonus, and the threshold bonus is 50% of the target bonus. If we do not achieve the threshold performance goal, the bonus payout would be zero, and if we exceed the maximum performance goal, the bonus payout would be capped at 150% of the target bonus. In June 2011, the Committee approved PSP performance goals for fiscal 2012 of $3,000 million of PTI for the target bonus payout, $3,240 million of PTI for the 150% maximum bonus payout, and $2,844 million of PTI for the 50% threshold bonus payout. The performance goal for the target payout represented a 5.5% increase over fiscal 2011 PTI of $2,844 million. The performance goal for the maximum payout represented a 13.9% increase above the prior year PTI, and the performance goal for the threshold payout equaled the prior year’s PTI results. The percentage changes in PTI over prior year results required to achieve the target, maximum, and threshold bonus payouts each year are not uniform percentages, but are established by the Committee based on its evaluation of our business plan and prospects for the year.

In fiscal 2012, NIKE achieved PTI of $2,983 million, a 4.9% increase over fiscal 2011 PTI. This achievement was below the target performance goal established by the Committee in June 2011. As a result, each executive officer’s bonus was paid out at 95% of the target bonus.

The first component in our long-term portfolio mix is performance-based awards payable in cash under our Long-Term Incentive Plan (“LTIP”). As with the annual bonus, the LTIP follows our “pay for performance” philosophy. If we exceed our targets, we will pay more; if we fall short, we will pay less or nothing at all. This program focuses executives on overall, long-term financial performance, and is intended to reward them for improving shareholder returns. At the beginning of each fiscal year, the Committee establishes performance goals and potential cash payouts for the next three fiscal years for all executives under the LTIP. LTIP measures for all executives are based 50% on cumulative revenues for the three-year performance period and 50% on cumulative diluted earnings per share (“EPS”) for the period, in each case excluding the effect of acquisitions, divestitures and accounting changes.

During the compensation review in June 2011, the Committee approved LTIP target award levels for all Named Executive Officers for the fiscal 2012-2014 performance period. The target awards were set at $3,000,000 for Mr. Parker, $1,500,000 for Mr. Denson and $500,000 for Messrs. Blair, DeStefano and Sprunk. The target award for Mr. Parker was increased from $2,000,000 in the prior year, reflecting the Committee’s desire to have a higher portion of his compensation dependent on achievement of long-term growth measures. The current maximum payout for any performance period under the LTIP is $4,000,000. Any payment to Mr. Parker under his fiscal 2012-2014 LTIP award in excess of that amount is subject to shareholder approval of the proposed increase in the maximum payout included in Proposal No. 4 in this proxy statement. Target award levels for the other Named Executive Officers remained at the same levels approved each year since 2008. The Committee sets individual Named Executive Officer target LTIP levels each year based on its judgment of what it believes to be a desirable mix of long-term compensation, the impact of the position in the Company, and what it finds to be competitive against market data as described above under “Use of Market Survey Data,” while maintaining internal pay equity for comparable positions.

The Committee set the maximum possible payout under the LTIP equal to 200% of the target award and the threshold payout equal to 50% of the target award. For the fiscal 2012-14 performance period, the cumulative EPS necessary to achieve the target award payout requires a compounded annual growth rate (“CAGR”) in EPS of 13% from fiscal 2011 results of $4.39. The 200% maximum payout requires cumulative EPS corresponding to an 18.5% CAGR and the 50% threshold payout requires cumulative EPS corresponding to a 7.8% CAGR. The Committee considered our long-term financial goal of mid-teens EPS growth in setting the CAGR for the target award payout level. For revenue over the fiscal 2012-14 performance period, the cumulative revenue necessary to achieve the target award payout requires a CAGR in revenues of 8.0% from fiscal 2011 results of $20,862 million. The 200% maximum payout requires cumulative revenues corresponding to an 11.5% CAGR. The 50% threshold payout requires cumulative revenues corresponding to a 5.3% CAGR. The Committee considered our long-term financial goal of high single digit revenue growth in setting the CAGR for the target award payout level. The total payout percentage will be the average of the payout percentages determined for cumulative revenues and cumulative EPS, respectively. Payout below the threshold payout level may occur if either the revenue or EPS related percentage achievement is less than 50%. If both revenue and EPS fall below the threshold level, there is no payment.

Our executive officers were eligible to receive LTIP award payouts based on performance targets set in August 2009 covering the fiscal 2010-12 performance period. Based on our performance over the last three fiscal years, the maximum 200% payout percentage under these awards was earned. Cumulative revenues for the period were $64,004 million and cumulative EPS for the period was $12.98, which for both measures was above the 200% maximum payout level set by the Committee.

The second component in our long-term portfolio mix is stock options. Stock options are designed to align the interests of the Company’s executives with those of shareholders by encouraging executives to enhance the value of the Company and, hence, the price of the Class B Stock. This is true “pay for performance”: executives are rewarded only if the market price of our stock rises, and they get nothing if the price does not rise. Our stock option program is generally based on granting options for a consistent number of shares each year for each position. When determining the grants, the Committee focuses on the number of shares, not the value for accounting purposes. Our approach is based on our desire to carefully control annual share usage and avoid fluctuations in grant levels due to share price changes. The Committee awards stock options to each executive based on its judgment. The Committee considers a number of factors including the individual’s performance, management succession, competitive market data as described above under “Use of Market Survey Data,” internal pay equity for comparable positions, and a desirable mix of long-term incentives. Our human resources staff periodically tests the reasonableness of our stock option grants against competitive market data and may make recommendations to the Committee. Options are generally granted annually to selected employees, including the Named Executive Officers, in July of each year under our shareholder-approved Stock Incentive Plan. Stock options for fiscal 2012 were granted by the Committee on July 15, 2011 with an exercise price equal to the closing market price of our stock on that date.

In July 2011, the Committee granted options to Mr. Parker for 165,000 shares, Mr. Denson for 120,000 shares and to Messrs. Blair, DeStefano, and Sprunk for 50,000 shares which were the same number of stock options granted to each of them in July 2010. The Committee, in its judgment, decided not to change from the prior year the number of shares granted to Messrs. Parker, Blair, Denson, DeStefano, and Sprunk based on a review of each of the factors described above, and the Committee’s determination that the relative weighting of equity incentive compensation to target total compensation remained appropriate.

Options we grant generally vest over a four year period, and are forfeited if the employee leaves before vesting occurs, to promote executive retention. A standard retirement feature of stock options granted to all employees from 2002 through 2009 was to accelerate vesting of some or all options for any employee with at least five years of service where the sum of the employee’s age plus years of service totaled a minimum of 55, as described below under “Potential Payments Upon Termination or Change-in-Control.” Based on their ages and years of service, Messrs. Parker, Blair, Denson, DeStefano, and Sprunk could terminate employment at any time and receive full vesting of their options granted prior to July 2010.

In June 2010, after a review of the Company’s succession plans, the Committee and the Board of Directors amended the Stock Incentive Plan for future option grants to remove this accelerated vesting feature and replaced it with a strengthened provision to encourage employees to delay retirement, thus enhancing retention. Beginning with the July 2010 grants, only those employees with a minimum of five years of service who are age 55 and above at the time of termination of employment will be eligible for the provision. Under the provision, only unvested stock options that have been granted for at least one full year to employees between the ages of 55 to 59 at the time of termination of employment will continue to vest, and may be exercised for up to four years after termination. If an employee is age 60 or older and has at least five years of service at termination, unvested stock options that have been granted for at least one full year will receive accelerated vesting and may be exercised for up to four years after termination. The features related to accelerated vesting are described below on page 21 under “Potential Payments upon Termination or Change-in-Control.” Based on their ages and years of service, as of May 31, 2012, Messrs. Parker, Denson and DeStefano could terminate employment at any time and receive continued vesting of their options granted in July 2010.

The third component in our long-term portfolio mix is restricted stock awards. Stock ownership and stock-based incentive awards align the interests of our Named Executive Officers with the interests of our shareholders, as the value of this incentive rises and falls with the stock price, consistent with shareholder returns. Restricted stock awards are generally granted in July at the same meeting at which stock options are granted under our shareholder-approved Stock Incentive Plan. Awards generally vest in three equal installments on each of the first three anniversaries of the grant date. The awards promote executive retention, as unvested shares held at the time the executive’s employment is terminated are forfeited. Award recipients receive dividends on the full number of restricted shares awarded, both vested and unvested.

Historically, the Committee has generally awarded restricted stock to Named Executive Officers once every three years. Our human resources staff periodically reviews the value and frequency of grants against competitive market data as described above under “Use of Market Survey Data,” and may recommend changes to the Committee. In June 2010, after a review of long-term incentive compensation, the Committee determined that beginning with July 2010 grants, restricted stock awards to Named Executive Officers will be awarded annually. This supports our succession plans by helping ensure retention of key leaders critical to growing the business. This practice aligns with our practice prior to fiscal 2011 of granting restricted stock annually to Mr. Parker and Mr. Denson to provide a greater alignment between their compensation and shareholder returns. The Committee also believes that this change will provide greater consistency and comparability of executive compensation disclosure from year-to-year. The Committee may also award restricted stock in connection with promotions or other special circumstances.

In July 2011, the Committee granted a restricted stock award to Mr. Parker valued at $3,500,000, representing 38,168 shares of our Class B Stock, based on the closing price of our Class B Stock on the grant date. This was the same value of restricted stock granted to Mr. Parker in 2010. Mr. Denson received an award valued at $2,050,000, Mr. Sprunk received an award valued at $600,000 and Messrs. Blair and DeStefano each received an award valued at $550,000. This represented 22,356 shares of our Class B Stock for Mr. Denson, 6,544 shares of our Class B Stock for Mr. Sprunk, and 5,998 shares of our Class B Stock for Messrs. Blair and DeStefano, based on the closing price of our Class B Stock on the grant date. This was an increase of $50,000 for Messrs. Denson, Blair, and DeStefano and an increase of $100,000 for Mr. Sprunk. The Committee, in its judgment, set these award levels based on several factors, including what the Committee believed to be a desirable mix of long-term compensation, their determination of an appropriate weighting of potential future contribution to the Company, retention incentives, and competitive grants based on competitive market data.

From time to time, the Committee also grants restricted stock units (“RSUs”) that vest based on continued service through a future service date with the Company specifically to further promote retention. These RSU awards accumulate dividend equivalents that are only paid upon full vesting. The awards have no value to the executive unless he/she remains employed with the Company for the full vesting period, and will be canceled if the executive terminates or retires within the vesting period. RSU retention awards are subject to our change-in-control vesting and clawback policy described below.

On May 18, 2012, the Committee approved a grant to Mr. Parker of RSUs valued at $20,000,000, representing 189,682 RSUs based on the closing price of our Class B Stock on the grant date. Mr. Parker’s RSUs are scheduled to vest in full on the fifth anniversary of the grant date. In determining the award amount, the Committee considered several factors including the Company’s succession and retention strategy, a review of Mr. Parker’s accumulated vested and unvested awards, individual performance, and the Committee’s business judgment and experience. In accordance with applicable SEC rules the full award value is included in the Summary Compensation Table on page 17, the Grants of Plan-Based Awards in Fiscal 2012 table on page 18 and the Outstanding Equity Awards at May 31, 2012 table on page 19. As this award was intended as a retention incentive it was viewed by the Committee as compensation over the five-year vesting period and not solely as compensation for fiscal 2012.

The NIKE 401(k) Savings and Profit Sharing Plan is our tax qualified retirement savings plan pursuant to which our employees, including the Named Executive Officers, are able to make pre-tax contributions from their cash compensation. We make matching contributions for all participants each year equal to 100% of their elective deferrals up to 5% of their total eligible compensation. We also make annual profit sharing contributions to the accounts of our employees under the 401(k) Savings and Profit Sharing Plan. The contributions are allocated among eligible employees based on a percentage of their total salary and bonus for the year. The total profit sharing contribution and the percentage of salary and bonus contributed for each employee is determined each year by the Board of Directors. For fiscal 2012, the Board of Directors approved a profit sharing contribution for each employee equal to 3.81% of the employee’s total eligible salary and bonus.

The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Savings and Profit Sharing Plan, and also limits the amount of salary and bonus ($245,000 for fiscal 2012) with respect to which matching contributions and profit sharing contributions can be made under that plan. Accordingly, we provide our executive officers and other highly compensated employees with the opportunity to defer their compensation, including amounts in excess of the tax law limit, under our nonqualified Deferred Compensation Plan. We also make profit sharing contributions under the Deferred Compensation Plan with respect to salary and bonus of any employee that exceeds the tax law limit, and for fiscal 2012 these contributions were equal to 3.81% of the total salary and bonus of each Named Executive Officer in excess of $245,000. These contributions under the Deferred Compensation Plan allow our Named Executive Officers and other highly compensated employees to receive profit sharing retirement contributions in the same percentage as our other employees. We do not match executive deferrals to the Deferred Compensation Plan. Executive officer balances in the Deferred Compensation Plan are unsecured and at-risk, meaning the balances may be forfeited in the event of the Company’s financial distress such as bankruptcy. Our matching and profit sharing contributions for fiscal 2012 to the accounts of the Named Executive Officers under the qualified and nonqualified plans are included in the All Other Compensation column in the Summary Compensation Table below.

In exchange for non-competition agreements from all of our Named Executive Officers, we have agreed to provide during the non-competition period the monthly payments described in “Potential Payments upon Termination or Change-in-Control” below on page 21, some of which are at the election of the Company. We believe that it is appropriate to compensate individuals to refrain from working with competitors following termination, and that compensation enhances the enforceability of such agreements.

Under the terms of stock option and restricted stock awards granted before fiscal 2011, any unvested awards would vest upon certain transactions that would result in a change in control, such as shareholder approval of a liquidation, a sale, lease, exchange or transfer of substantially all of the assets of the Company, or a consolidation, merger, plan of exchange, or transaction in which the Company is not the surviving corporation. These transactions are described below under “Potential Payments Upon Termination or Change-in-Control.” This vesting feature, re-approved by shareholders in 2005, was in place because we believed that utilizing a single event to vest awards provided a simple and certain approach for treatment of equity awards in a transaction that would likely result in the elimination or de-listing of our stock. This provision recognized that such transactions have the potential to cause a significant disruption or change in employment relationships and thus treated all employees the same regardless of their employment status after the transaction. In addition, it provided our employee option holders with the same opportunities as our other shareholders, who are free to realize the value created at the time of the transaction by selling their equity.

In June 2010, the Committee approved a revision to our change-in-control vesting provision under which future stock option, restricted stock, and restricted stock unit awards are subject to accelerated vesting only when two events (a “double trigger”) occur. Beginning with grants made in July 2010, vesting of grants is generally accelerated only if there is a change in control of the Company and either the acquiring entity fails to assume the awards or the employee’s employment is terminated by the acquirer without cause or by the employee for good reason within two years following a change in control. This double trigger was adopted to encourage executive retention through a period of uncertainty and a subsequent integration with an acquirer. The Committee believes that this approach will enhance shareholder value in the context of an acquisition, and align executives with the interests of investors.

At the Committee’s request, in fiscal 2012 management prepared and discussed with the Committee an assessment of potential risk associated with the Company’s compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of employee compensation. The assessment considered certain design features of the compensation programs that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped payouts of incentive compensation, a balance of short- and long-term incentives, a balance of cash and equity incentives, vesting of awards over time, and the potential for clawback of incentive compensation. In addition, for equity compensation the Committee and the Board restricted both the future eligibility for accelerated vesting of stock options upon termination of employment and the accelerated vesting of all equity awards upon change in control (as described above).

In June 2010, the Committee and Board of Directors approved a policy for recoupment of incentive compensation (the “clawback policy”). The Board of Directors adopted the clawback policy to prevent executives involved in certain wrongful conduct from unjustly benefiting from that conduct, and to remove the financial incentives to engage in that conduct. The clawback policy generally requires an executive officer who is involved in wrongful conduct that results in a restatement of the Company’s financial statements to repay to the Company up to the full amount of any incentive compensation based on the financial statements that were subsequently restated. Incentive compensation includes the annual PSP bonus, LTIP payout, profit sharing contributions to the Deferred Compensation Plan, and excess proceeds from sales of stock acquired under stock option, restricted stock and restricted stock unit awards that occurred prior to the restatement.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for annual compensation over $1 million paid to their chief executive officer and the next three most highly compensated executive officers. The Internal Revenue Code generally excludes from the calculation of the $1 million cap compensation that is based on the attainment of pre-established, objective performance goals established under a shareholder-approved plan. Annual bonuses under our Executive Performance Sharing Plan, long-term incentive awards under our Long-Term Incentive Plan and stock options under our 1990 Stock Incentive Plan are all structured in a manner intended to qualify any compensation paid thereunder as “performance-based compensation” excluded from the calculation of the $1 million annual cap. However, base salary and compensation on vesting of restricted stock and restricted stock unit awards are subject to the $1 million deductibility cap. Accordingly, in fiscal 2012 a portion of the compensation paid to Messrs. Parker, Denson, DeStefano, and Sprunk was not deductible.

The Compensation Committee of the Board of Directors (the “Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The following table sets forth compensation for fiscal 2010-2012 paid to or earned by our Chief Executive Officer, our Chief Financial Officer and our next three most highly compensated executive officers who were serving as executive officers on May 31, 2012. These individuals are referred to throughout this proxy statement as the “Named Executive Officers.”


	~~third~~stock-based compensation. The grant date fair value of the ~~shares~~options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair values of options under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2012.

The following table contains information concerning the long-term incentive bonus opportunities, annual incentive bonus opportunities, restricted stock and restricted stock unit awards and stock options granted to the Named Executive Officers in fiscal 2012.

The following table sets forth information concerning outstanding stock options and unvested restricted stock held by the Named Executive Officers at May 31, 2012.

The following table summarizes equity compensation plans approved by shareholders and equity compensation plans that were not approved by the shareholders as of May 31, ~~2005:~~

~~Notwithstanding anything~~
(3) These weighted-average exercise prices do not reflect the shares that will be issued upon the payment of outstanding awards of restricted stock units.
Non-Qualified Deferred Compensation in Fiscal 2012
Name Plan
Name Executive
Contributions
in Fiscal 2012 ⁽¹⁾ NIKE Contributions
in Fiscal 2012 ⁽¹⁾
Aggregate Earnings
in Fiscal 2012
Aggregate Withdrawals/
Distributions in Fiscal 2012 Aggregate Balance
at 5/31/2012 ⁽¹⁾
Mark G. Parker
DCP    $ 934,614    $ 196,087    $ 31,343    —    $ 6,272,228
Donald W. Blair
DCP    1,418,683    71,940    (846,093 ) —    5,275,120
Charles D. Denson
DCP    2,668,172    152,721    (980,416 ) —    21,119,722
Gary M. DeStefano
DCP    —    90,732    (68,987 ) —    1,485,580
Eric D. Sprunk
DCP    —    71,940    (118,363 ) —    3,043,236
(1) All amounts reported in the Executive Contributions column are also included in amounts reported in the Summary Compensation Table. The amounts reported in the NIKE Contributions column represent profit sharing contributions made by us in early fiscal 2012 based on fiscal 2011 results; these amounts are also included in amounts reported for fiscal 2011 in the All Other Compensation column of the Summary Compensation Table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Parker, $5,718,615; Mr. Blair, $4,592,978; Mr. Denson, $18,956,741; Mr. DeStefano, $848,866; and Mr. Sprunk, $338,529.
Non-Qualified Deferred Compensation Plans

The Named Executive Officers are eligible to participate in our Deferred Compensation Plan (the “DCP”). Participants in the ~~contrary set forth~~DCP may elect in ~~any~~advance to defer up to 100 percent of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the following Performance Graph and the Report of the Compensation Committee below shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts.

The following graph demonstrates a five-year comparison of cumulative total returns for NIKE’s Class B Stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Footwear Index, and the Standard & Poor’s Apparel, Accessories & Luxury Goods Index. The graph assumes an investment of $100 on May 31, 2000 in each of the Company’s Common Stock, and the stocks comprising the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Footwear Index, and the Standard & Poor’s Apparel, Accessories & Luxury Goods Index. Each of the indices assumes that all dividends were reinvested.

The Standard & Poor’s Footwear Index consists of NIKE and Reebok International. Because NIKE is part of the S&P Footwear Index, the price and returns of NIKE stock have a substantial effect on this index. The Standard & Poor’s Apparel, Accessories & Luxury Goods Index consists of Liz Claiborne, Inc., VF Corp., and Jones Apparel. The Standard & Poor’s Footwear and Apparel, Accessories, and Luxury Goods Indices include companies in two major lines of business in which the Company competes. The indices do not encompass all of the Company’s competitors, nor all product categories and lines of business in which the Company is engaged.

~~The Stock Performance shown on the Graph above is not necessarily indicative of future performance. The Company will not make nor endorse any predictions as to future stock performance.~~

The Compensation Committee of the Board of Directors (the “Committee”) determines the compensation of the Chief Executive Officer and, subject to the approval of the Board of Directors, the compensation of the Company’s other four most highly compensated executive officers, and oversees the administration of executive compensation programs.

~~Executive Compensation Policies and Programs.~~ The Company’s executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to maximize shareholder returns by achieving both short- and long-term strategic Company goals. The programs link each executive’s compensation directly to individual and Company performance. A significant portion of each executive’s total compensation is variable and dependent upon the attainment of strategic and financial goals, individual performance objectives, and the appreciation in value of the Common Stock.

~~There are three basic components to the Company’s “pay for performance” system:~~their annual base ~~pay; annual incentive bonus;~~salary, bonus and long-term incentive ~~compensation.~~ payments.

Each ~~component is addressed~~year, we share profits with our employees in the ~~context~~form of ~~individual and Company performance, competitive conditions and equity~~profit sharing contributions to defined contribution retirement plans. The contributions are allocated among employees. In determining competitive compensation levels, the Company analyzes information from several independent surveys that include information regarding the general industry as well as other consumer product companies. Since the Company’s market for executive talent extends beyond the sports industry, the survey data includes global name-brand consumer product companies with median revenues of approximately $15 billion. A comparison of the Company’s financial performance with that of the companies and indices shown in the Performance Graph is only one of many factors considered by the Committee to determine executive compensation.

~~Base Pay.~~ Base pay is designed to be competitive (generally in the second or third quartile) as compared to salary levels for equivalent executive positions at other global consumer product companies. An executive’s actual salary within this competitive framework will varyeligible employees based on responsibilities, experience, leadership, potential future contribution, and demonstrated individual performance (measured against strategic management objectives such as maintaining customer satisfaction, developing innovative products, strengthening market share and profitability, and expanding the markets for the Company’s products). The types and relative importance of specific financial and other business objectives vary among the Company’s executives depending on their positions and the particular operations or functions for which they are responsible. The Company’s philosophy and practice is to place a relatively greater emphasis on the incentive components of compensation.

~~Annual Incentive Bonus.~~ Each executive is eligible to receive an annual cash bonus under the Executive Performance Sharing Plan. The “target” level for that bonus, like the base salary level, is set with reference to Company-wide bonus programs, as well as competitive conditions. These target levels are intended to motivate the Company’s executives by providing substantial bonus payments for the

~~Long-Term Incentive Compensation.~~ The long-term compensation program is tied directly to shareholder return. Under the current program, long-term incentive compensation consists of stock options, 25% of which vest in each of the four years after grant, and performance-based stock or cash awards under the Long-Term Incentive Plan (“LTIP”).

Stock options are awarded with an exercise price equal to the fair market value of the Class B Stock on the date of grant. Accordingly, the executive is rewarded only if the market price of the Class B Stock appreciates. Since options vest over time, the Company periodically grants new options to provide continuing incentives for future performance. The size of previous grants and the number of options held are considered by the Committee, but are not entirely determinative of future grants. Like base pay, the grant is set with regard to competitive considerations, and each executive’s actual grant is based upon individual performance measured against the criteria described in the preceding paragraphs and the executive’s potential for future contributions. From time to time, executives may receive restricted stock awards, which vest over three or four years.

Under the LTIP, the Committee has established a series of performance targets corresponding to awards of stock or cash ranging from 10% to 150% of the target awards. The performance targets have been based on revenues and earnings per share for performance periods of three years, in order to provide an incentive to achieve the Company’s longer-term performance goals. If performance targets are achieved, shares of stock or cash issued to executives are fully vested upon payment.

Stock options and performance-based stock and cash awards under the LTIP are designed to align the interests of the Company’s executives with those of shareholders by encouraging executives to enhance the value of the Company and, hence, the price of the Class B Stock and the shareholders’ return. In addition, through deferred vesting and three-year performance periods, this component of the compensation system is designed to create an incentive for the ~~individual executive~~year. To the fullest extent permitted under Internal Revenue Code limitations, these contributions are made to ~~remain with the Company.~~

~~Other Plans.~~ ~~The Company maintains combined profit sharing~~employees’ accounts under our qualified 401(k) Savings and ~~401(k) retirement plans, a non-qualified Deferred Compensation Plan, and Employee Stock Purchase Plans. Under the profit sharing retirement plan, the Company annually contributes to a trust~~Profit Sharing Plan. Contributions based on behalf of employees, including executive officers, an amount that in the past five fiscal years has equaled an annual contribution of between 3.20% to 5.69% of each employee’s eligible earnings. The percentage is determined by the Board of Directors.

For fiscal 2005, under the terms of the profit sharing plan, each employee, including each executive officer, received a contribution to his or her plan account of 4% of the employee’s total eligible salary and

~~Under the 401(k) retirement plan, the Company contributes up~~is extended to ~~4% of~~12 months, but not beyond each employee’s earnings as a matching contribution for pre-tax salary deferred into the plan. This matching contribution is initially invested in Class B Stock, which strengthens the linkage between employee and shareholder interests.

The Company’s Employee Stock Purchase Plan (“ESPP”) qualifies under Section 423 of the Internal Revenue Code. The ESPP allows employees to defer up to 10% of their annual compensation for purchases of Class B Stock, subject to certain limitations. The stock is purchased every six months at 85% of the lower of the price of the stock at the beginning or end of the six-month period. Pursuant to the Foreign Subsidiary Employee Stock Purchase Plan, the Company offers and sells Class B Stock on substantially identical terms to employees of selected non-U.S. subsidiaries. These plans are intended to encourage employee investment in the Company and to provide an incentive for employees to increase shareholder returns.

~~Annual Reviews.~~ Each year, the Committee reviews the executive compensation policies with respect to the linkage between executive compensation and the creation of shareholder value, as well as the competitiveness of the programs. The Committee determines what changes, if any, are appropriate in the compensation programs for the following year. In conducting the annual review, the Committee considers information provided by Human Resources staff and uses surveys and reports prepared by independent compensation consultants.

Each year, the Committee, with the Chief Executive Officer and Human Resources staff, reviews the individual performance of each of the other four most highly compensated executive officers, and the Chief Executive Officer’s recommendations with respect to the appropriate compensation levels and awards. The Committee sets performance and bonus targets, and certifies awards, under the Executive Performance Sharing Plan and the LTIP, makes stock option grants and restricted stock awards, determines the compensation of the Chief Executive Officer, and makes recommendations to the Board of Directors for final approval of all other compensation matters. The Committee also reviews with the Chief Executive Officer and the Human Resources staff the financial and other strategic objectives, such as those identified above, for each of the named executive officers for the following year.

For fiscal year 2005, the Company met targeted performance objectives set for named executive officers sufficient for a payout under the Executive Performance Sharing Plan. This resulted from increased profitability due to aligning costs with revenues, increased gross margin, and sales increases in key product categories and markets. Furthermore, the Company’s balance sheet and competitive position in the industry remained strong. The Company’s financial performance corresponded to bonuses of 143% of the individual target bonuses under the Executive Performance Sharing Plan, and 145% of the individual target payouts under the three-year LTIP.

~~Chief Executive Officer.~~ ~~Mr. Perez was appointed President and Chief Executive Officer on December 28, 2004, succeeding Mr. Knight, who remains Chairman of the Board.~~option’s original 10-year term. Under the terms of the ~~employment agreement between~~stock options granted to each Named Executive Officer in and after fiscal 2011, upon the ~~Company~~death or disability of the officer, all unexercisable options become fully exercisable and ~~Mr. Perez, he received an initial stock option grant and an initial restricted stock bonus under~~ the terms described in the tables on pages 13-15, an initial annual salary of $1,350,000, and an annual bonus target under the Company’s Performance Sharing Plan of 125% of his salary. He will also receive 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 received special target awards under the Company’s long-term incentive plan of $600,000standard three-month period for ~~a two-year performance period and $283,000 for a one-year performance period. The agreement includes certain payments upon~~exercising options following termination of employment ~~described~~is extended to four years, but not beyond each option’s original 10-year term. If death or disability of a Named Executive Officer had occurred on ~~page 24.~~

~~In reviewing Mr. Perez’s performance,~~May 31, 2012, the ~~Committee focused primarily on~~sum of (i) for outstanding unexercisable options that would have become exercisable, the ~~Company’s performance~~aggregate value as of May 31, 2012 of those options assuming a 12-month term, in the case of options granted before fiscal ~~year 2005 following Mr. Perez’s appointment. The Company’s financial results demonstrated strong revenue~~2011, and ~~earnings growth. The Committee noted continued progress toward~~a four-year remaining term, in the ~~achievement~~case of ~~various strategic objectives such as operational~~options granted in or after fiscal 2011, and ~~supply chain efficiencies, growth~~otherwise calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under accounting guidance applicable to stock-based compensation, plus (ii) for outstanding exercisable options, the increase in ~~key product categories~~value, if any, of those options resulting from the extension of the post-termination exercise period from three months to 12 months, in the case of options granted before fiscal 2011, and ~~regions, and revenue growth. The Committee also considered~~from three months to four years, in the ~~other factors described above. Consistent~~case of options granted in or after fiscal 2011, with the ~~plans and the employment agreement, Mr. Perez received a bonus~~option values as of $1,003,008, of which $703,125 was guaranteed under the employment agreement. Future cash bonuses under the Executive Performance Sharing Plan are not guaranteed, except in certain situations of employment termination described on page 24. Mr. Perez also received a long-term bonus of $120,350, which is equal to the amount he would have received if he had been a participant in the remaining portion of the fiscal 2003-2005 performance period of the LTIP, with a target award of $83,000. The Committee increased Mr. Perez’s base salary for the 2006 fiscal year by 3.7% to $1,400,000.

Mr. Knight served as President and Chief Executive Officer until December 28, 2004. He remains Chairman of the Board and an officer of the Company. Effective February 1, 2005, the Committee reduced Mr. Knight’s salary to $1,000,000 per year. Because Mr. Knight served as CEO for only part of the fiscal year, the Committee reduced his fiscal 2005 bonus and LTIP payout by one-third, to $1,554,665 and $386,860, respectively. The Committee also determined that Mr. Knight would not receive bonuses or LTIP awards or payouts for fiscal years after fiscal 2005.

~~Section 162(m) of the Internal Revenue Code.~~ In 2000 shareholders re-approved the Executive Performance Sharing Plan, in 2002 they re-approved the LTIP, and in 2003 they re-approved the stock incentive plan. It is proposed that shareholders amend and re-approve the Executive Performance Sharing Plan and the 1990 Stock Incentive Plan this year. The plans are each designed to satisfy the performance-based exception to the Section 162(m) limitation on deductibility with respect to incentive compensation for named executive officers, except that restricted stock bonuses do not qualify as performance based.

~~The members of the Compensation Committee of the Board of Directors during the fiscal year ended~~ May 31, ~~2005 are listed above. The Committee~~2012 for three-month, 12-month and four-year remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under accounting guidance applicable to stock-based compensation, is ~~composed solely of independent, non-employee directors.~~

~~The Company has an employment agreement with President and Chief Executive Officer William D. Perez.~~ Sprunk.

Under the terms of ~~this agreement, Mr. Perez will receive target bonuses under~~ the ~~Company’s annual Performance Sharing Plan~~stock options granted to Named Executive Officers before fiscal 2011, if termination of ~~125% of salary, annual option grants of~~the officer’s employment occurs when the officer’s retirement point total is at least ~~150,000 shares, annual restricted stock bonus awards of~~55 and the officer has been employed by us for at least ~~$2,000,000~~five years, then a portion of the unexercisable options will become exercisable for a maximum remaining term of three months as follows:


Retirement Point Total		Percent of Unexercisable Option That Becomes Exercisable
55 or 56		20%
57		40%
58		60%
59		80%
60		100%

An officer’s “retirement point total” means the sum of the officer’s age plus the number of years that the officer has been employed by us. As of May 31, 2011, the retirement point total for each of the Named Executive Officers was over 60, and these officers are therefore eligible to have all unexercisable pre-2011 options become fully exercisable on any termination of employment. The aggregate value as of May 31, 2012 of pre-2011 options held by each of the Named Executive Officers that would have become exercisable if termination of employment (other than due to death or disability) had occurred on that date based on the positive spread between the exercise price of each option and a stock price of $108.18 per share, which was the closing price of our Class B Stock on May 31, 2012, is $5,867,325 for Mr. Parker; $4,718,850 for Mr. Denson; and ~~annual $600,000 target awards under~~$2,018,250 for Messrs. Blair, DeStefano and Sprunk.

Under the ~~Company’s three-year long-term incentive programs. He will also participate in other employee benefit programs available to executives~~terms of the ~~Company. If,~~stock options granted to Named Executive Officers in or after fiscal 2011, the treatment of stock options on ~~or prior to December 28, 2007, Mr. Perez’s employment~~retirement is ~~terminated by the Company without cause or by Mr. Perez~~modified. Under these agreements, vesting of options that have been outstanding for ~~good reason, he will receive a severance payment equal to two years’ salary plus~~ at least one ~~year’s target annual bonus,~~year will be accelerated if the holder retires after reaching age 60 with at least 5 years of service, and vesting of options that have been outstanding for at least one year will continue notwithstanding termination of employment if the holder retires after reaching age 55 with at least 5 years of service. In addition, for any holder who retires after reaching age 55 with at least 5 years of service, the standard three-month period for exercising these options following termination of employment will be extended to four years, but not beyond the option’s original 10-year term. If termination of employment of a Named Executive Officer (other than due to death or disability) had occurred on May 31, 2012, the sum of (i) for outstanding unexercisable post-2010 options that would have ~~vesting accelerated on his initial~~become exercisable, the aggregate value as of May 31, 2012 of those options assuming a four-year remaining term and otherwise calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under accounting guidance applicable to stock-based compensation, plus (ii) for outstanding exercisable post-2010 options, the increase in value, if any, of those options resulting from the extension of the post-termination exercise period from three months to four years, with the option values as of May 31, 2012 for three-month and four-year remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under accounting guidance applicable to stock-based compensation, is $5,557,549 for Mr. Parker, $4,041,854 for Mr. Denson, and $1,684,106 for Mr. DeStefano. The value for Messrs. Blair and Sprunk is zero because neither has reached age 55.

Stock Award Acceleration

As of May 31, 2012, each Named Executive Officer held unvested restricted stock ~~option~~ and restricted stock ~~awards. If Mr. Perez’s employment is terminated by~~units as set forth in the ~~Company without cause~~Outstanding Equity Awards table above. Under the terms of their award agreements, all unvested restricted shares and restricted stock units will immediately vest upon the death or ~~by Mr. Perez for good reason after December 28, 2007, he will receive a severance payment equal to two years’ salary.~~

~~An agreement between the Company and President~~disability of the ~~NIKE Brand Mark G.~~officer. The value of the unvested restricted shares and restricted stock units held by each Named Executive Officer as of May 31, 2012 that would have become vested if death or disability had occurred on that date is as set forth in the “ Stock Award Acceleration” column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.

Payments Under Noncompetition Agreements

We have an agreement with each of Mr. Parker and Mr. Denson that contains a covenant not to compete that extends for two years following the termination of ~~his~~the officer’s employment with ~~the Company. The~~us. Each agreement provides that if ~~Mr. Parker’s~~the officer’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~~us, we 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~~Performance Sharing Plan bonus (“Annual Nike

~~The Company has a similar agreement with President~~ If


	22

PROPOSAL 2 AND PROPOSAL 3

the employment of ~~NIKE Brand Charles D. Denson that extends for two years following the termination of his employment with the Company. The agreement provides that if Mr. Denson’s employment is~~these officers had been terminated by ~~the Company at any time, or if he voluntarily resigns after December~~us on May 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~~2012 and target performance bonus (“Annual Nike Income”). The agreement provides further that if Mr. Denson voluntarily resigns on or prior to December 31, 2006 or on 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. Denson is terminated without cause, the parties may mutually agree to waive the covenant not to compete, and if Mr. Denson is terminated for cause, the Company may unilaterally waive the covenant. Ifassuming the covenant is not waived, ~~the Company will not be~~we would have been required to ~~make the payments described above~~pay Mr. Parker $322,917 per month and Mr. Denson $253,000 per month for the ~~months as~~24-month period ending May 31, 2014. If these officers had voluntarily resigned on May 31, 2012 and assuming the covenant is not waived, we would have been required to ~~which~~pay Mr. Parker $161,458 per month and Mr. Denson $126,500 per month for the ~~waiver applies.~~

~~The Company has an employment agreement~~24-month period ending May 31, 2014.

We have noncompetition agreements with Messrs. Blair, DeStefano and a covenant not to compete with Vice President Mindy Grossman that was renewed for a three-year term as of September 28, 2003. Under the new agreement, her base salary will be $800,000 per year, subject to annual increases based on performance. The Company will pay certain travel expenses for her and her family between New York City and Beaverton, Oregon, her target bonus under the Executive Performance Sharing Plan for fiscal 2004 and thereafter was set at 75 percent of her annual salary, and her target award level under the Long-Term Incentive Plan for all awards made in or after fiscal 2004 was set at $400,000. During the term of her contract, she is to be granted an option to purchase at least 50,000 shares of Class B Stock each year, which will generally vest with respect to 25% of each optionSprunk on the ~~first four anniversaries~~same terms, except that the noncompetition period is one year instead of two years, the ~~date~~six-month delay for commencement of ~~grant. If Ms. Grossman’s employment is terminated (i) without cause, (ii) by her for good reason, or (iii) due to disability, she will receive severance~~ payments ~~equal to one times her final annual salary~~does not apply and 60% of the salary earned year-to-date in the fiscal year of termination, and her initial option and restricted stock grants will be fully vested. In addition, if Ms. Grossman’s employment with the Company is terminated, the Company will make monthly payments to her during a one-year period of a covenant not to compete in an amount equal to her last monthly salary. The Companywe may unilaterally waive the covenant ~~not to compete.~~in all cases including termination without cause. In addition, for Messrs. Blair and Sprunk, the monthly payments are one-twelfth or one-twenty-fourth of their current annual salaries, instead of their Annual Nike Income, and for Mr. DeStefano, the monthly payments on voluntary resignation are one-twenty-fourth of his current annual salary. If the employment of these officers had been terminated by us on May 31, 2012 and assuming the covenant is not waived, we would have been required to pay Mr. Blair $70,833 per month, Mr. DeStefano $163,083 per month and Mr. Sprunk $73,750 per month for the ~~Company~~12-month period ending May 31, 2013. If these officers had voluntarily resigned on May 31, 2012 and assuming the covenant is not waived, we would have been required to pay Mr. Blair $35,417 per month, Mr. DeStefano $42,917 per month and Mr. Sprunk $36,875 per month for the 12-month period ending May 31, 2013.

Proposal 2

Shareholder Advisory Vote on Executive Compensation

We are submitting to shareholders an advisory vote to approve the compensation of our Named Executive Officers (a “say-on-pay proposal”) as we did in fiscal 2011. The Compensation Committee values the opinions of shareholders and will consider the outcome of the vote when making future compensation decisions.

At the Company’s 2011 annual meeting of shareholders, 98% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee believes this affirms shareholders’ support of the Company’s approach to executive compensation.

As discussed in the Compensation Discussion and Analysis, our compensation philosophy is designed to attract and retain highly-talented individuals, provide rewards for strong business results and individual performance, and motivate executives to maximize long-term shareholder returns. The program is competitive in the marketplace, highly incentive-based to align interests of executives with those of shareholders, and balanced across incentives to appropriately mitigate risk.

To achieve our philosophy, the Compensation Committee has continued to strengthen pay-for-performance principles by incorporating strong governance practices over time, including:

Increasing the portion of total compensation that is “at risk”

Limiting vesting of equity awards upon a change-in-control to circumstances in which a “double trigger” has occurred

Restricting the availability of retirement vesting for stock options, prohibiting option re-pricing or discounting without shareholder approval, and limiting the number of full value shares that can be issued

Adopting a “clawback” policy applicable to all executive officers to recoup incentive compensation for wrongful conduct that results in an accounting restatement.

The Compensation Committee and the Board of Directors believe that the information provided in this proxy statement demonstrates that our executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests to maximize long-term shareholder returns.

We submit say-on-pay proposals annually to approve the compensation of our Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables).

Because your vote is advisory, it will not be ~~required to make~~binding on the ~~payments described above for~~Board; however, the ~~months as to which~~Board values shareholder opinions, and the ~~waiver applies.~~

~~Mr. Knight makes his airplane available for business use by~~Compensation Committee will take into account the Company for no charge. NIKE operates and maintains the aircraft. During fiscal 2005, Mr. Knight reimbursed the Company $309,578 for NIKE’s operating costs related to his personal use of this aircraft.

On March 14, 2005, the Company and Mr. Perez entered into an aircraft time-sharing agreement, under which Mr. Perez may use the Company’s aircraft for personal use and reimburse the Company for its operating costs related to such use. During fiscal 2005, Mr. Perez reimbursed the Company $52,910 for NIKE’s operating costs related to his personal useoutcome of the ~~aircraft.~~

will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voting against the proposal. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists, but are not counted as voting either for or against and therefore have no effect on the results of the vote.

Proposal 3

Approval of Increase in Authorized Common Stock

The Board of Directors recommends that shareholders of the Company approve an amendment to Article IV of the Company’s Restated Articles of Incorporation, as amended, to increase the Company’s authorized Class A Stock from ~~110,000,000~~175,000,000 to ~~175,000,000~~200,000,000 shares and the authorized Class B Stock from ~~350,000,000~~750,000,000 shares to ~~750,000,000~~1,200,000,000 shares. As of May 31, ~~2005,~~2012, (a) a total of ~~71,881,484~~89,892,248 shares of Class A Stock and ~~189,188,272~~370,512,593 shares of Class B Stock were outstanding, (b) ~~71,881,484~~89,892,248 shares of Class B Stock were reserved for issuance upon conversion of outstanding shares of Class A Stock, (c) ~~19,360,696~~32,449,882 shares of Class B Stock were reserved for issuance upon exercise of outstanding stock options and stock appreciation rights and upon vesting of outstanding restricted stock unit awards, and (d) a total of ~~12,655,974~~34,258,862 shares of Class B Stock were reserved for future option grants and other issuances under the Company’s 1990 Stock Incentive Plan ~~Long-Term Incentive Plan~~ and Employee Stock Purchase Plans. In addition, the Company has proposed to increase by 16,000,000 the number of shares of Class B Stock reserved for future issuance under the 1990 Stock Incentive Plan (see “Proposal 4 Approval of Amendment to the 1990 Stock Incentive Plan”). Accordingly, as of May 31, ~~2005,~~2012, the Company had ~~38,118,516~~85,107,752 unreserved Class A shares and ~~assuming shareholder approval of Proposal 4, 40,913,574~~222,886,418 unreserved Class B shares available for issuance for other purposes.


NIKE, INC.· 2012 Notice of Annual Meeting		23

PROPOSAL 3 AND PROPOSAL 4

The reason for this amendment is to permit the Company to effect one or more stock splits by means of stock dividends. The Board of Directors has not approved such a split, but believes it to be desirable to have that flexibility in the future if the Board determines at such time that such action would be in the best interests of the Company.

While the proposed amendment is intended to facilitate future stock splits or stock dividends, the shares could also be used for other purposes such as financings, compensation plans, business acquisitions and other general corporate purposes. The shares could be issued from time to time for such purposes as the Board may approve and, unless required by applicable law or stock exchange rules, no further vote of the shareholders will be required. The Board has no present plans, proposals or

The authorization of additional shares of Common Stock could have an anti-takeover effect, although that is not the intention of this proposal. For example, without further shareholder approval, the Board of Directors could sell Common Stock in a private transaction to purchasers who would oppose a takeover, thereby potentially preventing a transaction favored by a majority of independent shareholders under which shareholders would have received a premium for their shares over then current market prices. Other existing provisions applicable to the Company that might have a material anti-takeover effect include (a) the right of holders of the Class A Stock (over 90% of which is held by Philip H. Knight) to elect a majority of the Company’s directors, which right continues to apply as long as the Class A Stock represents at least 12.5% of the total outstanding Common Stock; (b) the Oregon Control Share Act, which under certain circumstances would operate to deprive a person or group that acquires more than 20% of the outstanding Common Stock of voting rights with respect to those shares; (c) the Oregon Business Combination statute, which places restrictions on business combination transactions with persons or groups that own 15% or more of the outstanding Common Stock, unless the transaction is approved by the Board of Directors; and (d) provisions of outstanding employee and director options and stock awards that accelerate vesting of options upon the occurrence of a change of control of the Company. The Board has no knowledge of any present efforts to accumulate shares of the Company’s Common Stock in the market or to gain control of the Company, and has no present intention to adopt any other provisions or enter into any other arrangements that would have a material anti-takeover effect.

The additional shares of Common Stock for which authorization is sought would be identical to the shares of Common Stock the Company now has authorized. Holders of Common Stock do not have preemptive rights to subscribe to additional securities which may be issued by the Company.

The Board of Directors considers this amendment advisable to provide flexibility for future stock splits, stock dividends and capital requirements. Approval of this amendment by the shareholders at the Annual Meeting may avoid the expensive procedure of calling and holding a special meeting of shareholders for such a purpose at a later date.

Board Recommendation

The Board of Directors recommends voting FOR the amendment to the Articles of Incorporation to increase the authorized Common Stock of the Company. Approval of Proposal 23 would require (i) the presence at the Annual Meeting of a majority of the outstanding shares of Class A Stock and a majority of the outstanding shares of Class B Stock, and (ii) that in each such class the number of shares voting in favor of this Proposal exceeds the number of shares voting against this Proposal. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists but are not counted as voting either for or against and therefore have no effect on the results of the vote.

In 1997, the Board of Directors adopted, and the shareholders approved, our Long-Term Incentive Plan (the “Plan”). The Plan gives us broad authority to make long-term incentive awards payable in cash and to qualify such awards as “performance-based compensation” as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) ~~prevents a publicly held corporation from taking federal income tax deductions for compensation in excess~~, thereby permitting full deductibility of ~~$1 million per year~~any amounts paid under the Plan to ~~any of its chief executive officer or four other most highly compensated executive officers’.~~ the Named Executive Officers.

The Code ~~however exempts compensation that qualifies as “performance-based” as defined in regulations.~~

The Board of Directors responded to this 1993 tax law by adopting the Executive Performance Sharing Plan (the “Plan”), which was approved by the shareholders at the fiscal 1996 annual meeting and then re-approved by the shareholders at the 2001 annual meeting. The purpose of the Plan is to satisfy Code requirements for shareholder-approved, performance-based compensation to preserve the Company’s income tax deduction for annual incentive bonus payments to its most highly compensated executive officers. The Plan is a continuation of the previously existing incentive bonus program for corporate officers, and is similar to the incentive bonus program for all employees of the Company.

The Plan provides that it will terminate at the first shareholder meeting that occurs in the fifth fiscal year after the Company’s shareholders last approved the Plan. This provision is consistent with the tax law requirementrequires that the Plan be re-approved by shareholders every five years in order for awards under the Plan to continue to qualify as performance-based compensation. ~~Accordingly, unless~~See “Certain Tax Consequences.” The shareholders re-approved the Plan in 2007. Unless the shareholders again re-approve the Plan as requested in this proposal, the Plan will terminate at the Annual Meeting. If the shareholders re-approve the Plan, the Plan will be extended for an additional five years until the ~~fiscal 2011 annual meeting.~~

~~In addition, on June 16, 2005, the~~first shareholder meeting in 2017.

The Board of Directors ~~approved amendments~~has adopted an amendment to the Plan, subject to shareholder approval, to increase the ~~per-employee limit on annual bonuses under the Plan from (i) the lesser of 150% of base salary or $2 million~~maximum amount payable to (ii) the lesser of 200% of base salary or $5 million. The Company’s employment agreement with William D. Perez, President and Chief Executive Officer, provides for annual target awards under the Plan equal to 125% of his base salary with potential maximum payouts of 150% of the target awards for exceptional Company performance. His annual salary for fiscal 2006 is $1,400,000, so a payout to him at the higher performance levels will exceed both the existing 150% of base salary limit and the existing $2,000,000 limit under the Plan. Mr. Perez has acknowledged that his bonus compensationany participant under the Plan for ~~fiscal 2006~~performance periods ending in any year from $4,000,000 to $12,000,000. The Board of Directors believes that the increased limit recognizes changes in executive compensation practices and provides flexibility to offer higher rewards for higher levels of performance. In June 2011 and June 2012, awards were approved for Mr. Parker for the 2012-2014 performance period and the 2013-2015 performance period, respectively, under which the maximum payable is $6,000,000 and $7,000,000, respectively, and all amounts payable under these awards over the current $4,000,000 maximum are subject to shareholder approval of ~~this~~ Proposal 3. 4.

The existing limits in the Plan were established in 1995, and the Board of Directors believes that changes in chief executive officer pay levels and practices since then as evidenced by Mr. Perez’s agreement make it necessary to increase these limits.

~~The following summary~~complete text of the Plan, marked to show the proposed amendment, is attached to this proxy statement as Exhibit A. The following description of the proposed ~~to be~~ amended Plan is a summary of certain provisions and is qualified in its entirety by reference to ~~the terms of the Plan, a copy of which is attached as~~ Exhibit ~~B to this Proxy Statement.~~

~~Persons Covered.~~ The ~~persons covered by~~Plan provides that all of our employees and the Plan are all corporate officers of the Company. Under the Company’s Bylaws, corporate officers are those elected by the Board of Directors. The corporate officers currently comprise a total of 17 persons, 16 of which are executive officers. Other officers and employees of ~~the Company will continue to be~~our subsidiaries are eligible to receive ~~annual cash incentive bonuses outside~~awards under the Plan. Although this group currently consists of approximately 42,000 persons, our current intent is to grant awards under the ~~Plan.~~

Plan to approximately 300 officers and senior managers.
Administration. Grants of target awards under the Plan and all other decisions regarding the administration of the Plan ~~will be~~are made by ~~the Compensation Committee~~a committee of the Board of Directors ~~(the “Committee”). The Committee is~~ comprised solely of “outside directors” as that term is defined in regulations under Section 162(m).

Currently, the Plan is administered by the Compensation Committee (the “Committee”).
24
PROPOSAL 4
Target Awards. ~~Within 90 days of the beginning of each fiscal year of the Company, the~~The Committee ~~will establish for each corporate officer the performance target or targets and related~~may grant target awards payable in cash ~~upon meeting~~and shall make such awards within 90 days after the commencement of the period covered by the award (the “Performance Period”). All or part of the awards will be earned if performance targets established by the Committee for the ~~year.~~Performance Period are met and the participant satisfies any other restrictions established by the Committee. Performance targets must be expressed as an objectively determinable level of our performance or the performance of ~~the Company or~~ any ~~subsidiary, division~~of our subsidiaries, divisions or other ~~unit of the Company,~~units, based on one or more of the following: net income, net income before taxes, operating income, revenues, return on sales, return on equity, earnings per share, total shareholder return, or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges, as determined by the Committee at the time of establishing the performance target. The ~~maximum~~Committee shall not establish target award opportunities for ~~a corporate officer~~any participant such that the maximum amount payable under target awards which have Performance Periods ending in any single fiscal year ~~will be the lesser of 200% of the officer’s base salary established at the beginning of the year, or $5 million.~~

exceeds $12,000,000.
Determination of Award Payouts.At the end of each ~~fiscal year,~~Performance Period, the Committee will certify the attainment of the performance targets and the calculation of the payouts of the related target awards. No award shall be paid if the related performance ~~target is~~targets are not ~~met, but the~~met. The Committee may also, in its discretion, reduce or eliminate ~~an officer’s~~a participant’s calculated award based on circumstances relating to our performance or the performance of the participant.
Clawback Policy. Awards under the Plan granted after May 31, 2010 are subject to the Company’s Policy for Recoupment of Incentive Compensation. This clawback policy generally requires executive officers who are involved in wrongful conduct that results in a restatement of the Company’s financial statements to repay to the Company orup to the ~~officer.~~

full amount of any payout received based in part on results for any year that was restated, as determined by the Board of Directors.
Amendment and Termination.The Plan may be amended by the Committee, with the approval of the Board of Directors, at any time except to the extent that shareholder approval would be required to maintain the qualification of Plan awards as performance-based compensation. Unless again re-approved by the shareholders, the Plan will terminate at the first meeting of our shareholders in the year 2017.
Certain Tax Consequences
Section 162(m) of the ~~Company~~Code limits to $1,000,000 per person the amount that we may deduct for compensation paid to any of our most highly compensated officers in any year. Under IRS regulations, compensation received through a performance-based award will not be subject to the $1,000,000 limit if the performance-based award and the plan meet certain requirements. One such requirement is shareholder approval at least once every five years of the performance criteria upon which award payouts will be based and the maximum amount payable under awards, both of which are set forth in the ~~Company’s 2011 fiscal year.~~

~~2006 Target Awards.~~Plan. Approval of this Proposal 4 will constitute re-approval of the performance criteria previously approved by shareholders and approval of the increased maximum amount payable under the Plan. Other requirements are that objective performance goals and the amounts payable upon achievement of the goals be established by a committee of at least two outside directors and that no discretion be retained to increase the amount payable under the awards. We believe that, if this proposal is approved by the shareholders, compensation received on payouts of awards granted under the Plan in compliance with all of the above requirements will continue to be exempt from the $1,000,000 deduction limit.
Plan Benefits
In June ~~2005,~~2011, the Committee ~~established performance targets and~~approved target awards under the Plan for the ~~corporate officers for~~ fiscal ~~2006. As~~2012-2014 Performance Period which are summarized in ~~prior years,~~the Grants of Plan-Based Awards in Fiscal 2012 table above. In June 2012, the Committee approved target awards under the Plan which are summarized in the following table. The Performance Period for these target awards is the three-year period consisting of our 2013-2015 fiscal ~~2006 are based on~~years. Since the ~~achievement~~Plan was adopted in 1997, similar target awards have been made for the three-year Performance Periods commencing each year. The payout for the fiscal 2010-2012 Performance Period was 200% of ~~pre-established target levels of net income before taxes.~~target. The actual ~~amounts to be paid under those awards cannot be determined at this time, as such amounts are dependent upon~~compensation received by the ~~Company’s performance for the current fiscal year. However, Mr. Perez’s target award~~Named Executive Officers under the Plan for fiscal ~~2006~~2010-2012 is ~~$1,750,000, Mr. Knight will not be participating~~shown in footnote 3 to the Non-Equity Incentive Plan ~~for~~

The Board of Directors recommends that shareholders vote FOR ~~re-approval~~approval of the extension of and amendments to the Plan. Holders of Class A Stock and Class B Stock will vote together as a single class on Proposal 3.4. If a quorum is ~~percent~~present at the Annual Meeting, Proposal 34 will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voting against the proposal. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists, but are not counted as voting either for or against and therefore have no effect on the results of the vote.

The Board of Directors believes that the availability of stock options and other stock-based incentives under the Company’s 1990 Stock Incentive Plan (the “1990 Plan”) is important to the Company’s ability to attract and retain experienced employees and to provide an incentive for them to exert their best efforts on behalf of the Company. As of July 25, 2005, out of a total of 50,000,000 shares of Class B Stock reserved for issuance under the 1990 Plan, only 3,321,162 shares remained available for grant. The Board of Directors believes additional shares will be needed under the 1990 Plan to provide appropriate incentives to key employees. Accordingly, on June 16, 2005 the Board of Directors approved an amendment to the 1990 Plan, subject to shareholder approval, to reserve an additional 16,000,000 shares of Class B Stock for the 1990 Plan, thereby increasing the total number of shares reserved for issuance under the 1990 Plan from 50,000,000 to 66,000,000 shares. The additional 16,000,000 shares proposed for issuance under the 1990 Plan represent 8.2% of the total outstanding Class A Stock and Class B Stock as of July 25, 2005. In addition, the Board of Directors has approved an amendment to the 1990 Plan, subject to shareholder approval, to increase the per-employee limit on grants of options and stock appreciation rights under the 1990 Plan from 200,000 shares to 400,000 shares annually. A shareholder-approved per-employee limit on grants of options and stock appreciation rights is required to comply with regulations under Section 162(m) of the Code. See “Tax Consequences.”

Grants of stock options under the 1990 Plan, net of option cancellations, totaled 5,005,000 shares in fiscal 2005, 4,636,000 shares in fiscal 2004 and 4,565,000 shares in fiscal 2003, or an average of 1.8% of the outstanding Common Stock per year. Grants of restricted stock bonuses under the 1990 Plan totaled 114,343 shares in fiscal 2005, 148,134 shares in fiscal 2004 and 9,358 shares in fiscal 2003. On July 15,

The complete text of the 1990 Plan, marked to show the proposed amendment, is attached to this proxy statement as Exhibit C. The following description of the 1990 Plan is a summary of certain provisions and is qualified in its entirety by reference to Exhibit C.

~~Eligibility.~~ All employees, officers and directors of the Company and its subsidiaries, as well as consultants, advisors and independent contractors to the Company, are eligible to be selected for awards under the 1990 Plan. The number of persons who currently hold options granted under the Plan is approximately 3,200.

~~Administration.~~ The 1990 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee may promulgate rules and regulations for the operation of the 1990 Plan and related agreements and generally supervises the administration of the 1990 Plan. The Committee determines the individuals to whom awards are made under the 1990 Plan, the amount of the awards, and the other terms and conditions of the awards, except that the Committee has delegated to a board committee consisting of the Chief Executive Officer the authority to grant awards with respect to a maximum of 50,000 shares to any eligible employee who is not at the time of such grant subject to the reporting requirements and liability provisions contained in Section 16 of the Securities Exchange Act of 1934 and the regulations thereunder. The Committee may also advance any waiting period, accelerate any exercise date, or waive or modify any restriction with respect to an award.

~~Term of 1990 Plan.~~ The Plan will continue until all shares available for issuance under the 1990 Plan have been issued and all restrictions on such shares have lapsed. The Board of Directors has the power to suspend, terminate, modify or amend the 1990 Plan at any time.

~~Stock Options.~~ The Committee may grant stock options to eligible individuals under the 1990 Plan. The Committee will determine the individuals to whom options will be granted, the exercise price of each option, the number of shares to be covered by each option, the period of each option, the times at which each option may be exercised, and whether each option is an Incentive Stock Option (intended to meet all of the requirements of an Incentive Stock Option as defined in Section 422 of the Code) or a non-statutory stock option. If an option is an Incentive Stock Option, the exercise price must be at least 100 percent of the fair market value of the underlying shares on the date of grant. If a grantee of an Incentive Stock Option at the time of grant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company, the exercise price may not be less than 110 percent of the fair market value of the underlying shares on the date of grant. If the option is a non-statutory

Options may be granted for varying periods established at the time of grant, not to exceed 10 years from the date of grant for Incentive Stock Options. Incentive Stock Options are nontransferable except in the event of the death of the holder. The Committee has discretion to allow non-statutory stock options to be transferred to immediate family members of the optionee, subject to certain limitations. Options will be exercisable in accordance with the terms of an option agreement entered into at the time of the grant. In the event of the death or other termination of an optionee’s employment with the Company, the 1990 Plan provides that the optionee’s options may be exercised for specified periods thereafter (one year in the case of termination by reason of death or disability and three months in the case of termination for any other reason). The 1990 Plan also provides that upon any termination of employment, the Committee may extend the exercise period for any period up to the expiration date of the option and may increase the portion of the option that is exercisable.

The purchase price for shares purchased pursuant to the exercise of options must be paid in cash or, with the consent of the Committee, in whole or in part in shares of Class B Stock. With the consent of the Committee, an optionee may request the Company to apply the shares to be received on exercise of a portion of an option to satisfy the exercise price for additional portions of the option. Upon the exercise of an option, the number of shares subject to the option and the number of shares available for issuance under the 1990 Plan will be reduced by the number of shares issued upon exercise of the option. Option shares that are not purchased prior to the expiration, termination or cancellation of the related option will become available for future awards under the 1990 Plan.

~~Stock Appreciation Rights.~~ The Committee may grant stock appreciation rights (“SARs”) to eligible individuals under the 1990 Plan. SARs may, but need not, be granted in connection with an option. An SAR gives the holder the right to payment from the Company of an amount equal in value to the excess of the fair market value on the date of exercise of one share of Class B Stock over its fair market value on the date of grant (or, if granted in connection with an option, the exercise price per share under the option to which the SAR relates), multiplied by the number of shares covered by the portion of the SAR or option that is surrendered. The fair market value of the Class B Stock on the date of exercise shall be deemed to be the closing price of the Class B Stock as reported in the NYSE-Composite Transactions in The Wall Street Journal, or such other reported value of the Class B Stock as shall be specified by the Committee, on the date of exercise, or if such date is not a trading day,

An SAR is exercisable only at the time or times established by the Committee. If an SAR is granted in connection with an option, it is exercisable only to the extent and on the same conditions that the related option is exercisable. Payment by the Company upon exercise of an SAR may be made in shares of Class B Stock valued at fair market value, or in cash, or partly in stock and partly in cash, as determined by the Committee. The Committee may withdraw any SAR granted under the 1990 Plan at any time and may impose any conditions upon the exercise of an SAR or adopt rules and regulations from time to time affecting the rights of holders of SARs. If an SAR is not exercised prior to the expiration, termination or cancellation of the SAR, the unissued shares subject to the SAR will become available for future awards under the 1990 Plan. Cash payments for SARs will not reduce the number of shares available for awards under the 1990 Plan. No SARs have been granted under the 1990 Plan.

~~Stock Bonuses.~~ The Committee may award Class B Stock to eligible individuals as stock bonuses under the 1990 Plan. The Committee will determine the individuals to receive stock bonuses, the number of shares to be awarded and the time of the award. No cash consideration (other than tax withholding amounts) will be paid by bonus recipients to the Company in connection with stock bonuses. Shares received as a stock bonus may be subject to terms, conditions and restrictions as determined by the Committee. Restrictions may include restrictions concerning transferability, forfeiture of the shares issued, or such other restrictions as the Committee may determine. Stock bonus shares that are forfeited to the Company will be available for future grant under the 1990 Plan.

~~Restricted Stock.~~ The Committee may award restricted shares to eligible individuals in such amounts, for such consideration (including promissory notes and services), subject to such restrictions, and on such terms as the Committee may determine. Restrictions may include restrictions concerning transferability, repurchase by the Company, forfeiture of the shares issued, or such other restrictions as the Committee may determine. No restricted shares may be issued for consideration that is less than 75 percent of the fair market value of such shares at the time of issuance. Restricted shares that are forfeited to or repurchased by the Company will be available for future grant under the 1990 Plan.

~~Acceleration in Certain Events.~~ The 1990 Plan provides for automatic acceleration of the vesting of options and SARs granted under the 1990 Plan in the event that the shareholders of the Company approve (i) certain transactions involving the Company and pursuant to which the Company is not the surviving entity or pursuant to which the Common Stock of the Company would be converted into cash, securities, or other property, (ii) a sale or other transfer of all or substantially all of the assets of the Company or (iii) adoption of any plan or proposal for the liquidation or dissolution of the Company. Such acceleration may also be effected at the discretion of the Committee in the event of a merger, consolidation or plan of exchange in which the Company is the surviving entity. These provisions relating to acceleration may, in certain circumstances, tend to discourage attempts to acquire the Company.

The 1990 Plan also provides for automatic acceleration of options and related SARs held by any employee whose employment is terminated by reason of death, disability, or “retirement” as defined in the 1990 Plan.

~~Corporate Mergers.~~ The Committee may make awards under the 1990 Plan that have terms and conditions that vary from those specified in the Plan when such awards are granted in substitution for, or in connection with the assumption of, existing awards made by another corporation and assumed or otherwise agreed to be provided for by the Company in connection with a corporate merger or other similar transaction to which the Company or an affiliated Company is a party.

Certain options authorized to be granted under the 1990 Plan are intended to qualify as “Incentive Stock Options” for federal income tax purposes. Under federal income tax law in effect as of the date of this proxy statement, an optionee will recognize no regular income upon grant or exercise of an Incentive Stock Option. The amount by which the market value of shares issued upon exercise of an Incentive Stock Option exceeds the exercise price, however, is included in the optionee’s alternative minimum taxable income and may, under certain conditions, be taxed under the alternative minimum tax. If an optionee exercises an Incentive Stock Option and does not dispose of any of the shares thereby acquired within two years following the date of grant and within one year following the date of exercise, then any gain realized upon subsequent disposition of the shares will be treated as income from the sale or exchange of a capital asset. If an optionee disposes of shares acquired upon exercise of an Incentive Stock Option before the expiration of either the one-year holding period or the two-year holding period specified in the foregoing sentence (a “disqualifying disposition”), the optionee will realize ordinary income in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option price or (ii) the excess of the fair market value of the shares on the date of disposition over the option price. Any additional gain realized upon the disqualifying disposition will constitute capital gain. The Company will not be allowed any deduction for federal income tax purposes at either the time of grant or the time of exercise of an Incentive Stock Option. Upon any disqualifying disposition by an optionee, the Company will generally be entitled to a deduction to the extent the optionee realizes ordinary income.

Certain options authorized to be granted under the 1990 Plan will be treated as non-statutory stock options for federal income tax purposes. Under federal income tax law in effect as of the date of this proxy statement, no income is generally realized by the grantee of a non-statutory stock option until the option is exercised. At the time of exercise of a non-statutory stock option, the optionee will realize ordinary income, and the Company will generally be entitled to a deduction, in the amount by which the fair market value of the shares subject to the option at the time of exercise exceeds the exercise price. The Company is required to withhold income taxes on such income if the optionee is an employee. Upon the sale of shares acquired upon exercise of a non-statutory stock option, the optionee will realize capital

An individual who receives stock under the 1990 Plan will generally realize ordinary income at the time of receipt unless the shares are not substantially vested for purposes of Section 83 of the Code. Absent an election under Section 83(b), an individual who receives shares that are not substantially vested will realize ordinary income in each year in which a portion of the shares substantially vests. The amount of ordinary income recognized in any such year will be the fair market value of the shares that substantially vest in that year less any consideration paid for the shares. The Company will generally be entitled to a deduction in the amount includable as ordinary income by the recipient at the same time or times as the recipient recognizes ordinary income with respect to the shares. The Company is required to withhold income taxes on such income if the recipient is an employee.

Section 162(m) of the Code limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to any of its most highly compensated officers in any year. Under IRS regulations, compensation received through the exercise of an option or stock appreciation right will not be subject to the $1,000,000 limit if the option or stock appreciation right and the plan pursuant to which it is granted meet certain requirements. One requirement is shareholder approval at least once every five years of a per-employee limit on the number of shares as to which options and stock appreciation rights may be granted. Approval of this Proposal 4 will constitute approval of the per-employee limit under the 1990 Plan. Other requirements are that the option or stock appreciation right be granted by a committee of at least two outside directors and that the exercise price of the option or stock appreciation right be not less than fair market value of the Class B Stock on the date of grant. Accordingly, the Company believes that if this proposal is approved by shareholders, compensation received on exercise of options and stock appreciation rights granted under the 1990 Plan in compliance with all of the above requirements will continue to be exempt from the $1,000,000 deduction limit.

The Board of Directors recommends that shareholders vote FOR approval of the amendments to the 1990 Plan. Holders of Class A Stock and Class B Stock will vote together as a single class on Proposal 4. If holders of a majority of the shares of Common Stock vote on the proposal, Proposal 4 will be adopted if a majority of the votes cast are cast for the proposal. Abstentions are considered votes cast and have the same effect as “no” votes in determining whether the proposal is adopted. Broker non-votes are not counted as voted on the proposal and therefore have no effect on the results of the vote.

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as independent registered public accounting firm to examine the Company’s consolidated financial statements for the fiscal year ending May 31, ~~2006~~2013 and to render other professional services as required.

The Audit Committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification.

If the appointment is not ratified by our shareholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm.

Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.

Aggregate fees billed by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for audit services related to the most recent two fiscal years, and for other professional services ~~billed~~incurred in the most recent two fiscal years, were as follows:

In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. During fiscal ~~2005, fees totaling $19,025, or 0.2%~~2012 and fiscal 2011, all such services were approved in advance.

Board Recommendation

The Board of ~~total fees, were paid to~~Directors recommends that shareholders vote FOR ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~several small engagements in foreign locations that were not pre-approved, but were approved by~~ the ~~Audit Committee promptly after their inadvertent omission from pre-approval was noticed.~~

fiscal year ending May 31, 2013.

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the following Report of the Audit Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts.

The Audit Committee has:

Reviewed and discussed the audited financial statements with management.

•
	•	~~Reviewed and discussed the audited financial statements with management.~~

	•	Discussed with the independent auditors the matters required to be discussed by ~~SAS 61.~~

	•	~~Received~~Statement on Auditing Standards No. 61, as amended, and as adopted by the ~~written disclosures and the letter from the independent accountants required by Independence Standards~~Public Company Accounting Oversight Board ~~Standard No. 1, and has discussed with the independent accountant the independent accountant’s independence.~~

	•	~~Based on the review and discussions above, recommended~~(“PCAOB”) in Rule 3200T pursuant to ~~the Board~~Item 407(d)(3)(i)(B) of ~~Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with~~Regulation S-K of the Securities ~~and~~ Exchange ~~Commission.~~Act of 1934, as amended, regarding “Communications with Audit Committees.”

Received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

Members of the Audit Committee:

Alan B. Graf, Jr., Chairman

John G. Connors

Orin C. Smith


	~~Alan B. Graf, Jr., Chairman~~26

PROPOSAL 6

Proposal 6

Shareholder Proposal Regarding Political Contributions Disclosure

The North Carolina Department of State Treasurer, on behalf of the North Carolina Retirement Systems, 2325 North Salisbury Street, Raleigh, North Carolina 27603, a holder of 587,813 shares of Class B Stock, submitted the following resolution (the “Proposal”), for the reasons stated. The Board of Directors recommends a voteAGAINST the Proposal and asks shareholders to read through NIKE’s response which follows the shareholder proposal.

RESOLVED: NIKE shareholders request that NIKE (“Company”) provide a report, updated semiannually, that discloses the Company’s:

1.	Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda.

The report shall include:

a.	An itemized accounting that includes the identity of the recipient as well as the amount of Company funds paid to each recipient that are used for political contributions or expenditures as described above; and

b.	The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.

The report shall be presented to the Board of Directors (or relevant Board oversight committee) and posted on NIKE’s website.

Supporting Statement

As long-term shareholders of NIKE, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect political contributions to candidates, political parties, or political organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

Disclosure is: consistent with public policy, in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s “Citizens United” decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability expose the company to reputational and business risks that could threaten long-term shareholder value.

NIKE contributed nearly $1,000,000 (perhaps more) in corporate funds since the 2002 election cycle (National Institute on Money in State Politics: http://www.followthemoney.org/index.phtml).

However, public databases provide an incomplete picture of Company political spending. For example, NIKE’s payments to trade associations that then are directed to political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use Company money politically. This common-sense proposal asks our Company to disclose all of its political spending — including payments to trade associations and other tax-exempt organizations that are then used for political purposes. Adoption would bring NIKE in line with a growing number of corporate leaders — including Exelon, Merck, and Microsoft — that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure in order to fully evaluate the political use of corporate assets.

Therefore, we urge shareholders to vote FOR this proposal.

The Company’s Statement in Opposition to Proposal 6

The Company agrees with the proponent that transparency and accountability in corporate spending on political activities are healthy and important corporate governance objectives, so shareholders can have the information they need to make informed decisions. The Company disagrees, however, that the Proposal is necessary to achieve those objectives. We have substantially implemented what we believe are the essential purposes of the Proposal, namely to give shareholders confidence there is proper oversight of political activity, and to allow them to assess any risks associated with significant contributions.

The Company already has a Political Contributions Policy (the “Policy”), which is designed to ensure that political contributions, trade group memberships, and policy statements are made in a manner consistent with the Company’s core values to protect or enhance shareholder value, without regard to the private political preferences of the Company’s corporate officers. Our Policy describes the policies and procedures for making corporate political contributions, how they are approved, who must approve them, and how they are reported to the Board’s Nominating and Corporate Governance Committee. We disclose our Policy on our website athttp://investors.nikeinc.com/Investors/Corporate-Governance/Political-Contributions/default.aspx. All of the Company’s political contributions and expenditures are made in accordance with the Policy, and we comply with all applicable laws and regulations relating to reporting political contributions.

In addition, our Policy calls for annual disclosure on our website of all direct political contributions to any candidate, political party, or ballot initiative in any year that exceeds $100,000. Our Policy also requires disclosure of all political contributions in any U.S. state where we make more than 50% of our political contributions in any year. We believe these disclosures provide shareholders meaningful information to assess any risks posed by significant political contributions.

Our Policy also requires that management annually report to the Board’s independent Nominating and Corporate Governance Committee on compliance with our Policy, and to review the strategic priorities for political contributions and trade association affiliations, to make sure they align with the long-term business objectives of the Company.

The expanded disclosure requested in the Proposal could place the Company at a competitive disadvantage by revealing political strategies and priorities designed to protect the economic future of the Company, its shareholders, and employees. Because parties with interests adverse to the Company also participate in the political process to their business advantage, any unilateral expanded disclosure could benefit them, while harming the interests of the Company and its shareholders. Any reporting requirements that go beyond those required under existing law should be applicable to all participants in the political process, rather than the Company alone (as the proponent requests).


NIKE, INC.· 2012 Notice of Annual Meeting	~~John G. Connors~~
	~~Delbert J. Hayes~~
	~~Orin C. Smith~~27

OTHER INFORMATION

In summary, the Board of Directors believes the proposal is duplicative and unnecessary, because the Company already has a comprehensive policy for oversight and disclosure of political contributions. If adopted, the proposal would apply only to the Company and to no other company, and would cause the Company to incur undue cost and administrative burden, as well as competitive harm, without commensurate benefit to our shareholders.
Board Recommendation
The Board of Directors recommends a vote AGAINST the shareholder proposal. Holders of Class A Stock and Class B Stock will vote together as a single class on Proposal 6. If holders of a majority of the shares of Common Stock vote on the proposal, Proposal 6 will be adopted if the votes cast in favor of the Proposal exceed the votes cast against the proposal. Accordingly, abstentions and broker non-votes will have no effect on the results of the vote.
Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the following Report of the Audit Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts.
~~OTHER MATTERS~~Other Matters
As of the time this proxy statement was printed, management was unaware of any proposals to be presented for consideration at the Annual Meeting other than those set forth herein, but if other matters do properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy according to their best judgment.
~~SHAREHOLDER PROPOSALS~~Shareholder Proposals
A proposal by a shareholder for inclusion in the Company’s proxy statement and form of proxy for the ~~2006~~2013 annual meeting of shareholders must be received by John F. Coburn III, ~~Assistant~~ Secretary of NIKE, at One Bowerman Drive, Beaverton, Oregon 97005-6453, on or before ~~April 14, 2006~~March 28, 2013 to be eligible for inclusion. Rules under the Securities Exchange Act of 1934 describe standards as to the submission of shareholder proposals. In addition, the Company’s bylaws require that any shareholder wishing to make a nomination for Director, or wishing to introduce a proposal or other business at a shareholder meeting must give the Company at least 60 days’ advance written notice, and that notice must meet certain requirements described in the bylaws.
~~For the Board of Directors~~
~~LINDSAY D. STEWART~~
~~Secretary~~
38
~~EXHIBIT A~~
~~NIKE, Inc.~~
~~Charter of the Audit Committee~~
~~Purpose~~
      ~~The purpose of the Audit Committee (the “Committee”) of~~For the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and internal controls of the Company. The Committee’s purpose includes assisting the Board’s oversight of:
John F. Coburn III
Secretary
• 28 ~~the integrity of the Company’s financial statements;~~
• ~~the Company’s compliance with legal and regulatory requirements;~~
• ~~the independent auditor’s qualifications and independence; and~~
• ~~the performance of the Company’s internal audit function and independent auditor.~~
      The Committee’s purpose also includes preparing the report of the Committee that the Securities and Exchange Commission (“SEC”) rules require to be included in the Company’s annual proxy statement.
~~Membership~~
      The Audit Committee shall consist of at least three directors as determined by the Board. The Committee members shall meet the independence, financial literacy, and other requirements of the NYSE and all other applicable rules, regulations, and statutes. At least one of the members must be a financial expert as defined by applicable rules, regulations, and statutes. The chair of the Committee shall be designated by the Board and shall have accounting or related financial management expertise. A member of the Committee may not simultaneously serve on the audit committee of more than three public companies unless such service is approved by the Board upon its determination, based on the recommendation of the Nominating and Corporate Governance Committee, that the simultaneous service would not impair the ability of the member to effectively serve on the Company’s Audit Committee. A member of the Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, or be an affiliated person of the Company or a subsidiary thereof. The chair and the members of the Committee shall be appointed by the Board of Directors approximately annually.
~~A-1~~
~~Meetings~~
      The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may permit attendance at meetings by management and such~~ex officio~~ members as the Committee may determine appropriate or advisable from time to time. The Committee shall report regularly to the Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings.
~~Duties and Responsibilities~~
      ~~The Committee will have the following duties and responsibilities:~~
   1. The sole authority to retain, with shareholder ratification, and terminate the Company’s independent auditor, to approve all audit engagement fees, compensation and terms, and to directly oversee the work of the independent auditor with respect to the annual audit of the Company.
      ~~2. To instruct the Company’s independent auditor that it is to report directly to the Committee.~~
      3. The sole authority to approve in advance all audit and legally permitted non-audit services to be provided by any independent public accountants; provided, however, that advance approval of non-audit services shall not be required if:
      a. the aggregate amount of fees for all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its auditor during the fiscal year in which the non-audit services are provided;
      ~~b. the services were not recognized by the Company at the time of the engagement to be non-audit services; and~~
      c. the services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.
      4. The sole authority to delegate to one or more designated members of the Committee who are independent directors of the Board, the authority to grant advance approvals of audit and non-audit services as described in Section 3 above.
      5. At least annually, to obtain and review a report by the independent auditor describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more
EXHIBIT A
~~A-2~~
Exhibit A
~~independent audits carried out by the firm and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company.~~
      6. At least annually, to evaluate the independent auditor’s qualifications, performance, and independence, which evaluation shall include the review and evaluation of the lead partner of the independent auditor and a review of the report referred to in Section 5 above. In making its evaluation, the Committee shall take into account the opinions of management and the Company’s internal auditors. The Committee shall further ensure the rotation of the lead audit and review partners every five years, or more frequently as the Committee shall determine in its sole discretion. The Committee shall decide as to whether the Company is obtaining high quality audits and whether rotation of the auditor would be helpful. The Committee shall present its conclusions with respect to the independent auditor to the Board.
      7. To discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
      ~~8. To review NIKE’s Annual Report to be filed with the SEC on Form 10-K, and recommend to the Board that the audited financial statements be included in the Form 10-K.~~
      ~~9. To discuss with the independent auditor any items required to be communicated by the independent auditor in accordance with SAS 61 and 100.~~
      ~~10. To discuss with the Chief Executive Officer and the Chief Financial Officer the individual certifications required to be filed with the Company’s periodic reports to the SEC.~~
      ~~11. To discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.~~
      ~~12. To engage and compensate independent counsel and other advisors, as the Committee determines necessary to carry out its duties.~~
      13. To discuss policies with respect to risk assessment and risk management and to discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
      ~~14. To meet separately, at least quarterly, with management, with internal auditors, and with the independent auditor.~~
      15. To review with the independent auditor any audit problems or difficulties and management’s response, including, but not limited to, any restriction on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments that were noted or proposed by the auditor but were passed as immaterial or otherwise, any communications between the audit team and audit firm’s
~~A-3~~
national office respecting auditing or accounting issues presented by the engagement, and any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company. The review shall also include discussion of the responsibilities, budget and staffing of the Company’s internal audit function.
      ~~16. To resolve disagreements between management and the independent auditor regarding financial reporting.~~
      ~~17. To obtain from the Company’s independent auditor any information required to be provided pursuant to Rule 2-07 of Regulation S-X.~~
      ~~18. To review and approve, if appropriate, the internal audit charter and any changes thereto.~~
      ~~19. To ensure that the chief internal auditor is independent of the Company’s management and to concur in the selection, retention, and dismissal of the chief internal auditor.~~
      ~~20. To review management’s assessment of the the effectiveness of the Company’s accounting and internal control structure and procedures.~~
      21. To establish procedures for (i) the receipt, retention, treatment, processing and resolution of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
      ~~22. To set hiring policies for employees or former employees of the independent auditor all in accordance with applicable legal requirements.~~
      23. To meet periodically with the general counsel or other legal counsel to review legal and regulatory matters, including any matters that may have a material effect on the financial statements of the Company.
      24. To meet periodically with the Company’s internal Clearance Director, who will (i) review and approve in advance all trades of NIKE common stock owned by the Company’s directors and officers who are subject to Section 16 of the “34 Act, (ii) be a member of, and be provided with all information furnished to, the Disclosure Committee, (iii) meet at least annually with the Company’s directors and officers to inform them of the stock trading policies and procedures applicable to them, and (iv) provide periodic reports to the Committee regarding the performance of his or her duties and any issues or problems encountered.
      25. To receive reports from the Company’s internal Disclosure Committee, which is responsible for quarterly review of material issues regarding accounting, financial reporting, public disclosure, internal control, and fraud issues in respect of the financial statements of the Company.
~~A-4~~
      26. To report regularly to the Board any material issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor, or the performance of the internal audit function.
      27. To direct the preparation of and approve the Audit Committee Report for inclusion in the annual Proxy Statement that summarizes the Committee’s activities in compliance with Item 7 of Schedule 14A under the Securities Exchange Act of 1934.
      28. To direct the preparation and execution of the NYSE’s annual written affirmation of director independence and qualifications to serve on the Committee as required by the NYSE Listed Company Manual.
      ~~29. To annually evaluate the performance of the Committee and report the results of the Committee performance evaluation to the Board.~~
      ~~30. To review and assess annually the adequacy of the Committee’s charter.~~
      ~~31. To perform such additional activities and consider such other matters within the scope of its responsibilities as the Committee or the Board deems necessary or appropriate.~~
~~A-5~~
~~EXHIBIT B~~
NIKE, Inc. Long-Term Incentive Plan^*
Executive Performance Sharing Plan*
This is the ~~Executive Performance Sharing~~Long-Term Incentive Plan of NIKE, Inc. for the payment of incentive compensation to designated employees.
Section 1.Definitions.
The following terms have the following meanings:
~~Board:~~ ~~The Board of Directors of the Company.~~
~~Code:~~ ~~The Internal Revenue Code of 1986, as amended.~~
~~Committee:~~ ~~The~~~~Compensation~~[~~Personnel~~~~] Committee of the Board, provided however, if the~~~~Compensation~~[~~Personnel~~] Committee of the Board is not composed entirely of Outside Directors, the “Committee” shall mean a committee composed entirely of at least two Outside Directors appointed by the Board from time to time.
~~Company:~~ ~~NIKE, Inc.~~
~~Exchange Act:~~ ~~The Securities Exchange Act of 1934, as amended.~~
~~Outside Directors:~~ ~~The meaning ascribed to this term in Section 162(m) of the Code and the regulations proposed or adopted thereunder.~~
~~Performance Target:~~ An objectively determinable level of performance as selected by the Committee to measure performance of the Company or any subsidiary, division, or other unit of the Company for the Year based on one or more of the following: net income, net income before taxes, operating income, revenues, return on sales, return on equity, earnings per share, total shareholder return, or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges, as determined by the Committee at the time of establishing a Performance Target.
~~Plan:~~ ~~The Executive Performance Sharing Plan of the Company.~~
Board: The Board of Directors of the Company.
Code: The Internal Revenue Code of 1986, as amended.
Committee: The Compensation Committee of the Board, provided however, if the Compensation Committee of the Board is not composed entirely of Outside Directors, the “Committee” shall mean a committee composed entirely of at least two Outside Directors appointed by the Board from time to time.
Company: NIKE, Inc.
Outside Directors: The meaning ascribed to this term in Section 162(m) of the Code and the regulations proposed or adopted thereunder.
Performance Period: The period of time for which Company performance is measured for purposes of a Target Award.
Performance Target: An objectively determinable level of performance as selected by the Committee to measure performance of the Company or any subsidiary, division, or other unit of the Company for the Performance Period based on one or more of the following: net income, net income before taxes, operating income, revenues, return on sales, return on equity, earnings per share, total shareholder return, or any of the foregoing before the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges, as determined by the Committee at the time of establishing a Performance Target.
Plan: The Long-Term Incentive Plan of the Company.
Target Award: An amount of ~~cash~~ compensation to be paid to a Plan participant based on achievement of a particular Performance Target level established by the Committee, expressed as a percentage of the participant’s base salary at the beginning of the Year, determined in accordance with guidelines established by the Committee.
~~Year:~~ ~~The fiscal year of the Company.~~
* Matters in bold and underlined are new; matters in brackets and italics are to be ~~deleted.~~
paid in cash to a Plan participant based on achievement of a particular Performance Target level, as established by the Committee.
~~B-1~~Year: The fiscal year of the Company.
Section 2.Objectives.
The objectives of the Plan are to:
      ~~(a) recognize and reward on an annual basis the Company’s corporate officers for their contributions to the overall profitability and performance of the Company; and~~
      ~~(b) qualify compensation under the Plan as “performance-based compensation” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.~~
(a) recognize and reward on a long-term basis selected employees of the Company and its subsidiaries for their contributions to the overall profitability and performance of the Company; and
(b) qualify compensation under the Plan as “performance-based compensation” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.
Section 3.Administration.
The Plan will be administered by the Committee. Subject to the provisions of the Plan, the Committee will have full authority to interpret the Plan, to establish and amend rules and regulations relating to it, to determine the terms and provisions for making awards and to make all other determinations necessary or advisable for the administration of the Plan.
Section 4.Participation. ~~Participation in~~
Target Awards may be granted under the Plan ~~shall be limited~~only to individuals selected by the Committee who are ~~corporate officers~~employees of the Company or a subsidiary of the Company.

Section 5.Determination of the Performance Targets and Awards.
(a)Performance Targets and Awards. The Committee shall ~~determine,~~establish in writing, in its sole discretion, the Performance Targets and Target Award opportunities for each participant, within 90 days of the beginning of ~~each Year.~~the applicable Performance Period. The Committee may establish (i) several Performance Target levels for each participant, each corresponding to a different Target Award opportunity, and (ii) different Performance Targets and Target Award opportunities for each participant in the Plan.
(b)Other Terms and Restrictions. The ~~maximum~~Committee may establish other restrictions to payment under a Target Award, ~~opportunity~~such as a continued employment requirement, in addition to satisfaction of the Performance Targets.
(c)Maximum Awards. The Committee shall not establish Target Award opportunities for any participant such that the maximum amount payable under ~~the Plan for a participant~~Target Awards which have Performance Periods ending in any single Year ~~shall be the lesser of~~exceeds $4~~200%~~12[~~150%~~~~] of the participant’s base salary established at the beginning of the Year, or~~$5[$2~~] million. For competitive reasons, the specific Performance Targets determined by the Committee will not be publicly disclosed.~~
,000,000.
Section 6.Determination of Plan Awards.
At the conclusion of the ~~Year,~~Performance Period, in accordance with Section 162(m)(4)(C)(iii) of the Code, prior to the payment of any award under the Plan, the Committee shall certify in the Committee’s internal meeting minutes the attainment of the Performance Targets for the ~~Year~~Performance Period and the calculation of the awards. No award shall be paid if the related Performance Target is not met. ~~In no event shall an award to any participant exceed the lesser of~~~~200%~~[~~150%~~~~] of the participant’s base salary, or~~$5[$2~~] million.~~ The Committee may, in its sole discretion, reduce or eliminate any participant’s calculated award based on circumstances relating to the performance of the Company or the participant. Awards will be paid in ~~cash~~accordance with the terms of the awards as soon as practicable following the Committee’s certification of the awards.
Section 7.Termination of Employment.
The terms of a Target Award may provide that in the event of a participant’s termination of employment for any reason during a ~~Year,~~Performance Period, the participant (or his or her beneficiary) will receive, at the time provided in Section 6, all or any portion of the award to which the participant would otherwise have been entitled.
~~B-2~~Section 8.Clawback Policy.
Unless otherwise provided at the time of establishing a Target Award, all awards under the Plan shall be subject to the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by the Committee and in effect at the time the Target Award is established, or such other policy for “clawback” of incentive compensation as may be approved from time to time by the Committee.
Section 8.     9.Miscellaneous.
(a)Amendment and Termination of the Plan.The Committee with the approval of the Board may amend, modify or terminate the Plan at any time and from time to time except insofar as approval by the Company’s shareholders is required pursuant to Section 162(m)(4)(C)(ii) of the Code. The Plan shall terminate at the first shareholder meeting that occurs in the fifth ~~Year~~year after the Company’s shareholders approve the Plan. Notwithstanding the foregoing, no such amendment, modification or termination shall affect the payment of Target Awards previously established.
(b)No Assignment.Except as otherwise required by applicable law, no interest, benefit, payment, claim or right of any participant under the plan shall be subject in any manner to any claims of any creditor of any participant or beneficiary, nor to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any attempt to take any such action shall be null and void.
* Matters inbold and underline are new; matters in~~italics and strikeout~~ are to be deleted.
NIKE, INC.· 2012 Notice of Annual Meeting 29
EXHIBIT A
(c)No Rights to Employment.Nothing contained in the Plan shall give any person the right to be retained in the employment of the Company or any of its subsidiaries. The Company reserves the right to terminate a participant at any time for any reason notwithstanding the existence of the Plan.
(d)Beneficiary Designation.The Committee shall establish such procedures as it deems necessary for a participant to designate a beneficiary to whom any amounts would be payable in the event of a participant’s death.
(e)Plan Unfunded.The entire cost of the Plan shall be paid from the general assets of the Company. The rights of any person to receive benefits under the Plan shall be only those of a general unsecured creditor, and neither the Company nor the Board nor the Committee shall be responsible for the adequacy of the general assets of the Company to meet and discharge Plan liabilities, nor shall the Company be required to reserve or otherwise set aside funds for the payment of its obligations hereunder.
(f)Applicable Law.The Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Oregon.
~~B-3~~
~~EXHIBIT C~~
~~NIKE, Inc. 1990 Stock Incentive Plan~~
      1. ~~Purpose~~. The purpose of this Stock Incentive Plan (the “Plan”) is to enable NIKE, Inc. (the “Company”) to attract and retain as directors, officers, employees, consultants, advisors and independent contractors people of initiative and ability and to provide additional incentives to such persons.
      2. ~~Shares Subject to the Plan~~. Subject to adjustment as provided below and in paragraph 10, the shares to be offered under the Plan shall consist of Class B Common Stock of the Company (“Shares”), and the total number of Shares that may be issued under the Plan shall not exceed~~sixty-six~~[~~fifty~~~~] million (~~~~66,000,000~~[~~50,000,000~~]) Shares. If an option or stock appreciation right granted under the Plan expires, terminates or is canceled, the unissued Shares subject to such option or stock appreciation right shall again be available under the Plan. If Shares sold or awarded as a bonus under the Plan are forfeited to the Company or repurchased by the Company, the number of Shares forfeited or repurchased shall again be available under the Plan.
      3. ~~Effective Date and Duration of Plan~~.
      ~~(a)~~ ~~Effective Date~~. The Plan shall become effective when adopted by the Board of Directors of the Company. However, no option or stock appreciation right granted under the Plan shall become exercisable until the Plan is approved by the affirmative vote of the holders of a majority of the Common Stock of the Company represented at a shareholders meeting at which a quorum is present and any awards under the Plan prior to such approval shall be conditioned on and subject to such approval. Subject to this limitation, options and stock appreciation rights may be granted and Shares may be awarded as bonuses or sold under the Plan at any time after the effective date and before termination of the Plan.
      ~~(b)~~ ~~Duration~~. The Plan shall continue in effect until all Shares available for issuance under the Plan have been issued and all restrictions on such Shares have lapsed. The Board of Directors may suspend or terminate the Plan at any time except with respect to options and Shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding options, any right of the Company to repurchase Shares or the forfeitability of Shares issued under the Plan.
      4. ~~Administration~~.
      The Plan shall be administered by a committee appointed by the Board of Directors of the Company consisting of not less than two directors (the “Committee”), which shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards, except that only the Board of Directors may amend or terminate the Plan as provided in paragraphs 3 and 13. Subject to the provisions of the Plan, the Committee may from time to time adopt and amend rules and regulations relating to administration of
~~C-1~~
the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Committee shall be final and conclusive. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. Notwithstanding anything to the contrary contained in this Paragraph 4, the Board of Directors may delegate to the Chief Executive Officer of the Company, as a one-member committee of the Board of Directors, the authority to grant awards with respect to a maximum of 50,000 Shares to any eligible employee who is not, at the time of such grant, subject to the reporting requirements and liability provisions contained in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the regulations thereunder.
      5. ~~Types of Awards; Eligibility~~. The Committee may, from time to time, take the following action, separately or in combination, under the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), as provided in paragraph 6(b); (ii) grant options other than Incentive Stock Options (“Non-Statutory Stock Options”) as provided in paragraph 6(c); (iii) award stock bonuses as provided in paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph 8; and (v) grant stock appreciation rights as provided in paragraph 9. Any such awards may be made to employees, including employees who are officers or directors, of the Company or any parent or subsidiary corporation of the Company and to other individuals described in paragraph 1 who the Committee believes have made or will make an important contribution to the Company or its subsidiaries; provided, however, that only employees of the Company shall be eligible to receive Incentive Stock Options under the Plan. The Committee shall select the individuals to whom awards shall be made. The Committee shall specify the action taken with respect to each individual to whom an award is made under the Plan. No employee may be granted options or stock appreciation rights under the Plan for more than~~400,000~~[~~200,000~~~~] Shares in any calendar year.~~
      6. ~~Option Grants~~.
      ~~(a)~~ ~~Grant~~. The Committee may grant options under the Plan. With respect to each option grant, the Committee shall determine the number of Shares subject to the option, the option price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option.
~~C-2~~
      ~~(b)~~ ~~Incentive Stock Options~~. ~~Incentive Stock Options shall be subject to the following terms and conditions:~~
      (i) An Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary of the Company only if the option price is at least 110 percent of the fair market value of the Shares subject to the option on the date it is granted, as described in paragraph 6(b)(iii), and the option by its terms is not exercisable after the expiration of five years from the date it is granted.30
   (ii) Subject to paragraphs 6(b)(i) and 6(d), Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.
ANNUAL
MEETING
AND
PROXY STATEMENT
September 20, 2012
Beaverton, Oregon
      (iii) The option price per share shall be determined by the Committee at the time of grant. Subject to paragraph 6(b)(i), the option price shall not be less than 100 percent of the fair market value of the Shares covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be deemed to be the closing price of the Class B Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal on the day preceding the date the option is granted, or if there has been no sale on that date, on the last preceding date on which a sale occurred, or such other reported value of the Class B Common Stock of the Company as shall be specified by the Committee.
      (iv) No Incentive Stock Option shall be granted on or after the tenth anniversary of the last action by the Board of Directors approving an increase in the number of shares available for issuance under the Plan, which action was subsequently approved within 12 months by the shareholders.
      ~~(c)~~ ~~Non-Statutory Stock Options~~. The option price for Non-Statutory Stock Options shall be determined by the Committee at the time of grant. The option price may not be less than 75 percent of the fair market value of the Shares covered by the Non-Statutory Stock Option on the date the option is granted. The fair market value of Shares covered by a Non-Statutory Stock Option shall be determined pursuant to paragraph 6(b)(iii).
      ~~(d)~~ ~~Exercise of Options~~. Except as provided in paragraph 6(f), no option granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by the Company or any parent or subsidiary corporation of the Company and shall have been so employed continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules established by the Committee shall not, however, be deemed an interruption of employment for this purpose. Except as provided in paragraphs 6(f), 10 and 11, options granted under the Plan may be exercised from time to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Committee, provided that options shall not be exercised for fractional shares.
~~C-3~~
Unless otherwise determined by the Committee, if the optionee does not exercise an option in any one year with respect to the full number of Shares to which the optionee is entitled in that year, the optionee’s rights shall be cumulative and the optionee may purchase those Shares in any subsequent year during the term of the option.
      ~~(e)~~ ~~Nontransferability~~. Except as provided below, each stock option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee, either voluntarily or by operation of law, and each option by its terms shall be exercisable during the optionee’s lifetime only by the optionee. A stock option may be transferred by will or by the laws of descent and distribution of the state or country of the optionee’s domicile at the time of death. A Non-Statutory Stock Option shall also be transferable pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act. The Committee may, in its discretion, authorize all or a portion of a Non-Statutory Stock Option granted to an optionee to be on terms which permit transfer by the optionee to (i) the spouse, children or grandchildren of the optionee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of Immediate Family Members, or (iii) a partnership in which Immediate Family Members are the only partners, provided that (x) there may be no consideration for any transfer, (y) the stock option agreement pursuant to which the options are granted must expressly provide for transferability in a manner consistent with this paragraph, and (z) subsequent transfers of transferred options shall be prohibited except by will or by the laws of descent and distribution. Following any transfer, options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of paragraphs 6(d), 6(g), 10 and 11 the term “optionee” shall be deemed to refer to the transferee. The events of termination of employment of paragraph 6(f), shall continue to be applied with respect to the original optionee, following which the options shall be exercisable by the transferee only to the extent, and for the periods specified, and all other references to employment, termination of employment, life or death of the optionee, shall continue to be applied with respect to the original optionee.
      ~~(f)~~ ~~Termination of Employment or Death~~.
      (i) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary corporation of the Company terminates for any reason other than because of retirement, physical disability or death, the option may be exercised at any time prior to the expiration date of the option or the expiration of three months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of such termination.
      (ii) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary corporation of the Company terminates as a result of the optionee’s retirement, the option may be exercised by the optionee to the extent specified in this paragraph 6(f)(ii) at any time prior to the expiration date of the option or the expiration of three months after the date of such termination of employment, whichever is the shorter period. For purposes of this
~~C-4~~
paragraph 6(f), “retirement” means a termination of employment that occurs at a time when (A) the optionee’s retirement point total is at least 55, and (B) the optionee has at least five full years of service as an employee of the Company or a parent or subsidiary corporation of the Company. For purposes of this paragraph 6(f), “retirement point total” means the sum of the optionee’s age in full years plus the optionee’s full years of service as an employee of the Company or a parent or subsidiary corporation of the Company. Upon retirement, the optionee may exercise the portion of the option that the optionee was entitled to exercise immediately prior to retirement plus a percentage of the remaining unvested portion of the option based on the optionee’s retirement point total at the time of retirement as set forth in the following table:

Percent of Unvested Option
Retirement Point Total that Becomes Exercisable

55 or 56 20 %
57 40 %
58 60 %
59 80 %
60 100 %
      (iii) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary corporation of the Company terminates because the optionee becomes disabled (within the meaning of Section 22(e)(3) of the Code), the option may be exercised by the optionee free of the limitations on the amount that may be purchased in any one year specified in the option agreement at any time prior to the expiration date of the option or the expiration of one year after the date of such termination, whichever is the shorter period.
      (iv) Unless otherwise provided at the time of grant, in the event of the death of the optionee while in the employ of the Company or a parent or subsidiary corporation of the Company, the option may be exercised free of the limitations on the amount that may be purchased in any one year specified in the option agreement at any time prior to the expiration date of the option or the expiration of one year after the date of such death, whichever is the shorter period, but only by the person or persons to whom such optionee’s rights under the option shall pass by the optionee’s will or by the laws of descent and distribution of the state or country of domicile at the time of death.
      (v) The Committee, at the time of grant or at any time thereafter, may extend the three-month and one-year expiration periods any length of time not later than the original expiration date of the option, and may increase the portion of an option that is exercisable, subject to such terms and conditions as the Committee may determine.
      (vi) To the extent that the option of any deceased optionee or of any optionee whose employment terminates is not exercised within the applicable period, all further rights to purchase Shares pursuant to such option shall cease and terminate.
~~C-5~~
      ~~(g)~~ ~~Purchase of Shares~~. Unless the Committee determines otherwise, Shares may be acquired pursuant to an option granted under the Plan only upon receipt by the Company of notice in writing from the optionee of the optionee’s intention to exercise, specifying the number of Shares as to which the optionee desires to exercise the option and the date on which the optionee desires to complete the transaction, and if required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the optionee’s present intention to acquire the Shares for investment and not with a view to distribution. Unless the Committee determines otherwise, on or before the date specified for completion of the purchase of Shares pursuant to an option, the optionee must have paid the Company the full purchase price of such Shares in cash or with the consent of the Committee, in whole or in part, in Common Stock of the Company valued at fair market value. The fair market value of Common Stock of the Company provided in payment of the purchase price shall be the closing price of the Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal or such other reported value of the Common Stock of the Company as shall be specified by the Committee, on the date the option is exercised, or if such date is not a trading day, then on the immediately preceding trading day. No Shares shall be issued until full payment therefor has been made. With the consent of the Committee, an optionee may request the Company to apply automatically the Shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not yet been issued) to satisfy the purchase price for additional portions of the option. Each optionee who has exercised an option shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount to the Company on demand. If the optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the optionee, including salary, subject to applicable law. With the consent of the Committee, an optionee may satisfy this obligation, in whole or in part, by having the Company withhold from the Shares to be issued upon the exercise that number of Shares that would satisfy the withholding amount due or by delivering Common Stock of the Company to the Company to satisfy the withholding amount. Upon the exercise of an option, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued upon exercise of the option.
      7. ~~Stock Bonuses~~. The Committee may award Shares under the Plan as stock bonuses. Shares awarded as a stock bonus shall be subject to the terms, conditions, and restrictions determined by the Committee. The restrictions may include restrictions concerning transferability and forfeiture of the Shares awarded, together with such other restrictions as may be determined by the Committee. The Committee may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Committee. The certificates representing the Shares awarded shall
~~C-6~~
bear any legends required by the Committee. The Company may require any recipient of a stock bonus to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the recipient, including salary, subject to applicable law. With the consent of the Committee, a recipient may deliver Common Stock of the Company to the Company to satisfy this withholding obligation. Upon the issuance of a stock bonus, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued.
      8. ~~Restricted Stock~~. The Committee may issue Shares under the Plan for such consideration (including promissory notes and services) as determined by the Committee, provided that in no event shall the consideration be less than 75 percent of fair market value of the Shares at the time of issuance. Shares issued under the Plan shall be subject to the terms, conditions and restrictions determined by the Committee. The restrictions may include restrictions concerning transferability, repurchase by the Company and forfeiture of the Shares issued, together with such other restrictions as may be determined by the Committee. All Shares issued pursuant to this paragraph 8 shall be subject to a purchase agreement, which shall be executed by the Company and the prospective recipient of the Shares prior to the delivery of certificates representing such Shares to the recipient. The purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Committee. The certificates representing the Shares shall bear any legends required by the Committee. The Company may require any purchaser of restricted stock to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the purchaser, including salary, subject to applicable law. With the consent of the Committee, a purchaser may deliver Common Stock of the Company to the Company to satisfy this withholding obligation. Upon the issuance of restricted stock, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued.
      9. ~~Stock Appreciation Rights~~.
      ~~(a)~~ ~~Grant~~. ~~Stock appreciation rights may be granted under the Plan by the Committee, subject to such rules, terms, and conditions as the Committee prescribes.~~
      ~~(b)~~ ~~Exercise~~.
      (i) A stock appreciation right shall be exercisable only at the time or times established by the Committee. If a stock appreciation right is granted in connection with an option, the stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon exercise of a stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a stock appreciation right is granted in Admission Ticket
~~C-7~~
~~connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the option relates terminates.~~

      (ii) The Committee may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted before adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter.
Electronic Voting Instructions
~~(iii) Each stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in value to the excess~~ You can vote by Internet or telephone
Available 24 hours a day, 7 days a week
Instead of mailing your proxy, you may choose one of the fair market value on the date of exercise of one share of Class B Common Stock of the Company over its fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the option price per Share under the optiontwo voting methods outlined below to ~~which the stock appreciation right relates), multiplied~~vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the ~~number of Shares covered~~Internet or telephone must be received by the stock appreciation right or the option, or portion thereof, that is surrendered. Payment by the Company upon exercise of a stock appreciation right may be made in Shares valued at fair market value, in cash, or partly in Shares and partly in cash, all as determined by the Committee.1:00 a.m., Central Time, on September 20, 2012.
      (iv) For purposes of this paragraph 9, the fair market value of the Class B Common Stock of the Company on the date a stock appreciation right is exercised shall be the closing price of the Class B Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal, or such other reported value of the Class B Common Stock of the Company as shall be specified by the Committee, on the date the stock appreciation right is exercised, or if such date is not a trading day, then on the immediately preceding trading day.
      ~~(v) No fractional shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash shall be paid in an amount equal to the value of the fractional share.~~
      (vi) Each stock appreciation right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or county of the holder’s domicile at the time of death, and each stock appreciation right by its terms shall be exercisable during the holder’s lifetime only by the holder; provided, however, that a stock appreciation right not granted in connection with an Incentive Stock Option shall also be transferable pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act.
      (vii) Each participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the
~~C-8~~
~~participant including salary, subject to applicable law. With the consent of the Committee a participant may satisfy this obligation, in whole or in part,~~ Vote by having the Company withhold from any Shares to be issued upon the exercise that number of Shares that would satisfy the withholding amount due or by delivering Common Stock of the Company to the Company to satisfy the withholding amount.Internet
      (viii) Upon the exercise of a stock appreciation right for Shares, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued. Cash payments of stock appreciation rights shall not reduce the number of Shares reserved for issuance under the Plan.
      ~~10.~~ ~~Changes in Capital Structure~~. If the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, plan of exchange, recapitalization, reclassification, stock split-up, combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Committee in the number and kind of shares available for awards under the Plan, provided that this paragraph 10 shall not apply with respect to transactions referred to in paragraph 11. In addition, the Committee shall make appropriate adjustment in the number and kind of shares as to which outstanding options and stock appreciation rights, or portions thereof then unexercised, shall be exercisable, to the end that the optionee’s proportionate interest is maintained as before the occurrence of such event. The Committee may also require that any securities issued in respect of or exchanged for Shares issued hereunder that are subject to restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustments made by the Committee shall be conclusive. In the event of a merger, consolidation or plan of exchange affecting the Company to which paragraph 11 does not apply, in lieu of providing for options and stock appreciation rights as provided above in this paragraph 10, the Committee may, in its sole discretion, provide a 30-day period prior to such event during which optionees shall have the right to exercise options and stock appreciation rights in whole or in part without any limitation on exercisability and upon the expiration of such 30-day period all unexercised options and stock appreciation rights shall immediately terminate.
      ~~11.~~ ~~Special Acceleration in Certain Events~~.
      ~~(a)~~ ~~Special Acceleration~~. ~~Notwithstanding any other provisions of the Plan, a special acceleration (“Special Acceleration”) of options and stock appreciation rights outstanding under the Plan shall occur~~
~~C-9~~
~~with the effect set forth in paragraph 11(b) at any time when the shareholders of the Company approve one of the following (“Approved Transactions”):~~
      (i) Any consolidation, merger, plan of exchange, or transaction involving the Company (“Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which the Common Stock of the Company would be converted into cash, securities or other property, other than a Merger involving the Company in which the holders of the Common Stock of the Company immediately prior to the Merger have the same proportionate ownership of common stock of the surviving corporation after the Merger; or
      (ii) Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or the adoption of any plan or proposal for the liquidation or dissolution of the Company.
      ~~(b)~~ ~~Effect on Outstanding Options and Stock Appreciation Rights~~. Except as provided below in this paragraph 11(b), upon a Special Acceleration pursuant to paragraph 11(a), all options and stock appreciation rights then outstanding under the Plan shall immediately become exercisable in full during the remainder of their terms; provided, the Committee may, in its sole discretion, provide a 30-day period prior to an Approved Transaction during which optionees shall have the right to exercise options and stock appreciation rights, in whole or in part, without any limitation on exercisability, and upon the expiration of such 30-day period all unexercised options and stock appreciation rights shall immediately terminate.
      ~~12.~~ ~~Corporate Mergers, Acquisitions, etc~~. The Committee may also grant options, stock appreciation rights, and stock bonuses and issue restricted stock under the Plan having terms, conditions and provisions that vary from those specified in this Plan, provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock appreciation rights, stock bonuses, and restricted stock, awarded or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a corporate merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a parent or subsidiary corporation of the Company is a party.
      ~~13.~~ ~~Amendment of Plan~~. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in paragraphs 6(f), 9, 10 and 11, however, no change in an award already granted shall be made without the written consent of the holder of such award.
      ~~14.~~ ~~Approvals~~. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange or trading system on which the
~~C-10~~
Company’s shares may then be listed or admitted for trading, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Class B Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.
      ~~15.~~ ~~Employment and Service Rights~~. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of the Company or any parent or subsidiary corporation of the Company or shall interfere in any way with the right of the Company or any parent or subsidiary corporation of the Company by whom such employee is employed to terminate such employee’s employment at any time, for any reason, with or without cause, or to increase or decrease such employee’s compensation or benefits, or (ii) confer upon any person engaged by the Company any right to be retained or employed by the Company or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the Company.
      ~~16.~~ ~~Rights as a Shareholder~~. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Shares until the date of issue to the recipient of a stock certificate for such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.
~~C-11~~
~~ANNUAL~~
~~MEETING~~
~~AND~~
~~PROXY STATEMENT~~
~~September 20, 2005~~
~~Memphis, Tennessee~~
~~This proxy statement is printed on recycled paper~~
~~NIKE, INC.~~
~~P.O. BOX 43069~~
~~PROVIDENCE, RI 02940-3069~~
~~VOTE BY INTERNET —~~ ~~www.proxyvote.com~~
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS~~
If you would like to reduce the costs incurred by NIKE, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
~~VOTE BY PHONE — 1-800-690-6903~~
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
~~VOTE BY MAIL~~
~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to NIKE, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.~~

•    Log on to the Internet and go towww.investorvote.com
~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~ ~~NIKE A1~~ ~~KEEP THIS PORTION FOR YOUR RECORDS~~

•    Follow the steps outlined on the secured website.
Vote by telephone
•    Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There isNO CHARGE to you for the call.
Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. x
•    Follow the instructions provided by the recorded message.
q  IF YOU HAVENOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN ~~THIS~~THE BOTTOM PORTION ~~ONLY~~IN THE ENCLOSED ENVELOPE.   q
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~
~~NIKE, INC.~~
~~THE BOARD OF DIRECTORS RECOMMENDS~~ A
~~VOTE~~ Proposals — The Board of Directors recommends a voteFOR ~~PROPOSALS~~all the nominees listed andFOR Proposals 2, 3, 4 ~~AND 5.~~and 5; and a vote AGAINST Proposal 6.
          .
1.  Class A director nominees: To elect a Board of Directors for the ensuing year.

+
    01 - Elizabeth J. Comstock
For¨
Withhold
¨
02 - John G. Connors
For
¨
Withhold
¨
03 - Timothy D. Cook
For
¨
Withhold
¨

    04 - Douglas G. Houser    ¨    ~~For~~
~~All~~    ~~Withhold~~
~~All~~¨    ~~For All~~
~~Except~~    ~~To withhold authority to vote for any~~
~~nominee(s), mark “For All Except” and write~~
1. 05 - Philip H. Knight    ~~Election of Directors:~~¨ ¨    06 - Mark G. Parker    ¨    ~~the nominee’s number on the line below.~~¨
    07 - Johnathan A. Rodgers    ~~Nominees: 01) John G. Connors, 02) Ralph D. DeNunzio,~~¨    o    o¨    o
08 - Orin C. Smith    ~~03) Douglas G. Houser, 04) Philip H. Knight, 05) William D. Perez, 06) Orin C. Smith, 07)~~¨ ¨ 09 - John R. Thompson, Jr.    ¨ ¨
      For        Against    Abstain       For        Against    Abstain
2.
To hold an advisory vote on executive compensation.
   ¨       ¨    ¨ 3.
To amend the Articles of Incorporation to increase the number of authorized shares of common stock.
   ¨       ¨    ¨
4.    To re-approve and amend the NIKE, Inc. Long-Term Incentive Plan.    ¨       ¨    ¨ 5.    To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.    ¨       ¨    ¨
6.    Shareholder proposal regarding political contributions disclosure.    ¨       ¨    ¨ 7.    To transact such other business as may properly come before the meeting.    ¨       ¨    ¨
  B
Non-Voting Items
Change of Address— Please print new address below.
  C
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.
      Signature 1 — Please keep signature within the box.
      Signature 2 — Please keep signature within the box.
        /        /
~~For~~ ~~Against~~ ~~Abstain~~
2. ~~Proposal to amend the Articles of Incorporation to increase the number of authorized shares.~~ o o o
3. ~~Proposal to re-approve and amend the NIKE, Inc. Executive Performance Sharing Plan.~~ o o o
4. ~~Proposal to amend the NIKE, Inc. 1990 Stock Incentive Plan.~~ o o o
5. ~~Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.~~ o o o
~~For address changes and/or comments, please check this box and write them on the back where indicated.~~ o
(Please date and sign below exactly as your name or names appear hereon. Joint owners should each sign personally. Corporate proxies should be signed in full corporate name by an authorized officer and attested. Persons signing in a fiduciary capacity should indicate their full titles in such capacity.)
~~Signature [PLEASE SIGN WITHIN BOX]   Date~~ ~~Signature (Joint Owners)            Date~~
Meeting Information
2012 Annual Meeting of Shareholders
for Shareholders as of July 23, 2012
September 20, 2012
10:00 A.M. PDT
Meeting Location:
Tiger Woods Conference Center
One Bowerman Drive
Beaverton, OR 97005
Meeting Directions:
From I-5 South of Portland: I-5 North to 217 North. Follow to Hwy 26 West.
From I-5 North of Portland: I-5 South to I-405 South. Follow to Hwy 26 West.
From I-84 East of Portland: I-84 West to I-5 South to I-405 North. Follow to Hwy 26 West.
Exit Hwy 26 at Murray Blvd, turn left and drive one mile. Turn right on Walker Road, then left on Meadow Drive into the NIKE World Headquarters (WHQ). Check in at the Security bunker located at the top of the entry. The Tiger Woods Conference Center is located directly ahead of the Security bunker. For patron drop off only, continue straight ahead to the main entry. To park, turn left from the Security bunker onto Del Hayes Way and enter parking lots on either side of Del Hayes Way. Follow the covered sidewalk to the main entry of the Tiger Woods Conference Center.Please note that the NIKE Campus is a non-smoking location and smoking is not permitted on NIKE WHQ property.
q IF YOU HAVENOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

NIKE, INC.
CLASS A COMMON STOCK PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ~~2005~~2012 MEETING OF SHAREHOLDERS
SEPTEMBER 20, ~~2005~~
2012
The undersigned hereby appoints Philip H. Knight, ~~William D. Perez~~Mark G. Parker and Douglas G. Houser, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class A Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 20, ~~2005,~~2012, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, ~~AND~~ FOR PROPOSALS 2, 3, 4 AND 5.5, ANDAGAINST PROPOSAL 6. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
Admission Ticket

Electronic Voting Instructions
You can vote by Internet or telephone
Available 24 hours a day, 7 days a week
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on September 20, 2012.
Vote by Internet
•    Log on to the Internet and go towww.investorvote.com
•    Follow the steps outlined on the secured website.
Vote by telephone
•    Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There isNO CHARGE to you for the call.
Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. x
•    Follow the instructions provided by the recorded message.
q  IF YOU HAVENOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q
A
Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2, 3, 4 and 5; and a vote AGAINST Proposal 6.
.
1.  Class B director nominees:To elect a Board of Directors for the ensuing year.
+
    01 - Alan B. Graf, Jr.
For¨
Withhold
¨
02 - John C. Lechleiter
For
¨
Withhold
¨
03 - Phyllis M. Wise
For
¨
Withhold
¨
      For        Against    Abstain       For        Against    Abstain
2.
To hold an advisory vote on executive compensation.
   ¨         ¨    ¨ 3.
To amend the Articles of Incorporation to increase the number of authorized shares of common stock.
   ¨         ¨    ¨
4.    To re-approve and amend the NIKE, Inc. Long-Term Incentive Plan.    ¨         ¨    ¨ 5.    To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.    ¨         ¨    ¨
6.    Shareholder proposal regarding political contributions disclosure.    ¨         ¨    ¨ 7.    To transact such other business as may properly come before the meeting.    ¨         ¨    ¨
  B
Non-Voting Items
Change of Address ~~Change/Comments:~~— Please print new address below.

  C
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.
      Signature 1 — Please keep signature within the box.
      Signature 2 — Please keep signature within the box.
        /        /

~~If you noted address changes or comments above, please mark the corresponding box on the reverse side.~~

~~NIKE, INC.~~
~~P.O. BOX 43069~~
~~PROVIDENCE, RI 02940-3069~~
~~VOTE BY INTERNET —www.proxyvote.com~~
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS~~
If you would like to reduce the costs incurred by NIKE, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
~~VOTE BY PHONE — 1-800-690-6903~~
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
~~VOTE BY MAIL~~
~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to NIKE, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.~~


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~ ~~NIKEB1~~ ~~KEEP THIS PORTION FOR YOUR RECORDS~~
~~DETACH AND RETURN THIS PORTION ONLY~~
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~
~~NIKE, INC.~~
~~THE BOARD OF DIRECTORS RECOMMENDS A~~
~~VOTEFOR~~ ~~PROPOSALS 2, 3, 4 AND 5.~~
1. ~~Election of Directors:~~
~~Nominees:     01) Jill K. Conway~~
~~02) Alan B. Graf, Jr.~~
~~03) Jeanne P. Jackson~~

~~For~~
~~All~~ ~~Withhold~~
~~All~~ ~~For All~~
~~Except~~
o o o
Meeting Information
2012 Annual Meeting of Shareholders
for Shareholders as of July 23, 2012
September 20, 2012
10:00 A.M. PDT
Meeting Location:
Tiger Woods Conference Center
One Bowerman Drive
Beaverton, OR 97005
Meeting Directions:
From I-5 South of Portland: I-5 North to 217 North. Follow to Hwy 26 West.
From I-5 North of Portland: I-5 South to I-405 South. Follow to Hwy 26 West.
From I-84 East of Portland: I-84 West to I-5 South to I-405 North. Follow to Hwy 26 West.
Exit Hwy 26 at Murray Blvd, turn left and drive one mile. Turn right on Walker Road, then left on Meadow Drive into the NIKE World Headquarters (WHQ). Check in at the Security bunker located at the top of the entry. The Tiger Woods Conference Center is located directly ahead of the Security bunker. For patron drop off only, continue straight ahead to the main entry. To ~~withhold authority~~park, turn left from the Security bunker onto Del Hayes Way and enter parking lots on either side of Del Hayes Way. Follow the covered sidewalk to ~~vote for any nominee(s), mark “For All Except”~~the main entry of the Tiger Woods Conference Center.Please note that the NIKE Campus is a non-smoking location and ~~write the nominee’s number~~smoking is not permitted on ~~the line below.~~NIKE WHQ property.

~~For~~ ~~Against~~ ~~Abstain~~
2. ~~Proposal to amend the Articles of Incorporation to increase the number of authorized shares.~~ o o o
3. ~~Proposal to re-approve and amend the NIKE, Inc. Executive Performance Sharing Plan.~~ o o o
4. ~~Proposal to amend the NIKE, Inc. 1990 Stock Incentive Plan.~~ o o o
5. ~~Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.~~ o o o
~~For address changes and/or comments, please check this box and write them on the back where indicated.~~
oq
(Please date and sign below exactly as your name or names appear hereon. Joint owners should each sign personally. Corporate proxies should be signed in full corporate name by an authorized officer and attested. Persons signing in a fiduciary capacity should indicate their full titles in such capacity.)
~~Signature [PLEASE SIGN WITHIN BOX]~~ ~~Date~~ ~~Signature (Joint Owners)~~ ~~Date~~
  IF YOU HAVENOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

NIKE, INC.
CLASS B COMMON STOCK PROXY

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ~~2005~~2012 MEETING OF SHAREHOLDERS
SEPTEMBER 20, ~~2005~~
2012
The undersigned hereby appoints ~~Philp~~Philip H. Knight, ~~William D. Perez~~Mark G. Parker and Douglas G. Houser, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class B Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 20, ~~2005,~~2012, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, ~~AND~~ FOR PROPOSALS 2, 3, 4 ~~and 5.~~AND 5, ANDAGAINST PROPOSAL 6. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
~~Address Change/Comments:~~
~~If you noted address changes or comments above, please mark the corresponding box on the reverse side.~~


	~~OMB APPROVAL~~
	~~OMB Number:~~	~~3235-0059~~
	~~Expires:~~	~~February 28, 2006~~
	~~Estimated average burden~~ ~~hours per response~~	~~12.75~~

þ
x		Preliminary Proxy Statement
o
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
¨		Definitive Proxy Statement
o
¨		Definitive Additional Materials

þ	~~Fee not required.~~
o
x		No fee required

¨		Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and ~~0-11.~~
0-11

		(1)	Title of each class of securities to which transaction applies:



		(2)	Aggregate number of securities to which transaction applies:



		(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



		(4)	Proposed maximum aggregate value of transaction:


		(5)	Total fee paid:

~~SEC 1913 (04-04)~~	~~Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.~~

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


		September 20, 2012 To the Shareholders of NIKE, Inc. The annual meeting of shareholders of NIKE, Inc., an Oregon corporation, will be held on Thursday, September 20, 2012, at 10:00 A.M., at the Tiger Woods Conference Center, One Bowerman Drive, Beaverton, Oregon 97005-6453, for the following purposes: 1. To elect a Board of Directors for the ensuing year.

	2. To hold an advisory vote on executive compensation. 3. To amend the Articles of Incorporation to increase the number of authorized ~~shares.~~

	3.shares of common stock. 4. To re-approve and amend the NIKE, Inc. ~~Executive Performance Sharing Plan.~~

	~~4. To amend the NIKE, Inc. 1990 Stock~~Long-Term Incentive Plan.

	5. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.

	6. To consider a shareholder proposal regarding political contributions disclosure. 7. To transact such other business as may properly come before the meeting.


	All shareholders are invited to attend the meeting. Shareholders of record at the close of business on July 23, 2012, the record date fixed by the Board of Directors, are entitled to notice of and to vote at the meeting. You must present your proxy or voter instruction card or meeting notice for admission. By Order of the Board of Directors John F. Coburn III Secretary Beaverton, Oregon , 2012 Whether or not you intend to be present at the meeting, please sign and date the enclosed proxy and return it in the enclosed envelope, or vote by telephone or over the internet following the instructions on the proxy.

	~~LINDSAY D. STEWART~~
	~~Secretary~~


~~PROXY STATEMENT~~
~~VOTING SECURITIES~~
~~PROPOSAL 1 ELECTION OF DIRECTORS~~
~~EXECUTIVE COMPENSATION~~
~~Option Grants in the Fiscal Year Ended May 31, 2005~~
~~Aggregated Option Exercises in the Fiscal Year Ended May 31, 2005 and Fiscal Year-End Option Values~~
~~Long-Term Incentive Plans Awards in Fiscal Year Ended May 31, 2005~~
~~Equity Compensation Plans~~
~~REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION~~
~~PROPOSAL 2 APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK~~
~~PROPOSAL 3 RE-APPROVAL AND AMENDMENT OF EXECUTIVE PERFORMANCE SHARING PLAN~~
~~PROPOSAL 4 APPROVAL OF AMENDMENT TO THE 1990 STOCK INCENTIVE PLAN~~
~~PROPOSAL 5 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
~~REPORT OF THE AUDIT COMMITTEE~~
~~OTHER MATTERS~~
~~SHAREHOLDER PROPOSALS~~


Name	Fees Earned or Paid in Cash *($)*		Option Awards ⁽¹⁾ *($)*		Change in Pension Value and Nonqualified Deferred Compensation Earnings ⁽²⁾ *($)*		All Other Compensation ⁽³⁾ *($)*		Total *($)*
Elizabeth J. Comstock		76,500		139,560		—		468		216,528
John G. Connors		84,000		139,560		—		20,741		244,301
Jill K. Conway		23,714		—		—		41,391		65,105
Timothy D. Cook		85,506		139,560		—		20,219		245,285
Ralph D. DeNunzio		33,676		—		—		—		33,676
Alan B. Graf, Jr.		103,505		139,560		—		219		243,284
Douglas G. Houser		79,000		162,820		27,283		20,219		289,322
John C. Lechleiter		77,500		139,560		—		219		217,279
Johnathan A. Rodgers		79,500		139,560		—		219		219,279
Orin C. Smith		90,500		139,560		—		20,114		250,174
John R. Thompson, Jr.		54,000		139,560		—		22,340		215,900
Phyllis M. Wise		83,005		139,560		—		15,324		237,889


				Shares
		Title of		Beneficially			Percent of
		Class		Owned(1)			Class(2)

John G. Connors			Class B		3,230
	Medina, Washington
Jill K. Conway			Class B		25,368	(3)(4)
	Boston, Massachusetts
Ralph D. DeNunzio			Class B		116,504	(3)(4)
	Riverside, Connecticut
Alan B. Graf, Jr.			Class B		13,000	(3)
	Memphis, Tennessee
Delbert J. Hayes			Class A		390,000			0.6	%
	Newberg, Oregon		Class B		552,900	(3)(4)		0.3	%
Douglas G. Houser			Class B		88,196	(3)(4)
	Portland, Oregon
Jeanne Jackson			Class B		11,800	(3)
	Newport Coast, California
Philip H. Knight(6)			Class A		59,955,047	(5)		91.0	%
	Beaverton, Oregon		Class B		65,173,881	(5)		25.4	%
William D. Perez(6)			Class B		124,862	(7)(8)
	Beaverton, Oregon
Orin C. Smith			Class B
	Seattle, Washington


	Title of Class		Shares Beneficially Owned	⁽¹⁾	Percent of Class	⁽²⁾
Elizabeth J. Comstock	Class B		6,000	⁽³⁾	—
John G. Connors	Class B		50,460	⁽³⁾	—
Timothy D. Cook	Class B		26,000	⁽³⁾	—
Alan B. Graf, Jr	Class B		68,000	⁽³⁾	—
Douglas G. Houser	Class B		197,414	⁽³⁾⁽⁴⁾	—
Philip H. Knight	Class A		67,257,195	⁽⁵⁾	74.8	%
One Bowerman Drive, Beaverton, Oregon 97005	Class B		67,264,935	⁽⁵⁾	15.5	%
John C. Lechleiter	Class B		18,000	⁽³⁾	—
Mark G. Parker ⁽⁶⁾	Class B		1,410,143	⁽³⁾⁽⁷⁾	0.4	%
Johnathan A. Rodgers	Class B		28,000	⁽³⁾	—
Orin C. Smith	Class B		54,700	⁽³⁾	—
John R. Thompson, Jr	Class B		33,741	⁽³⁾⁽⁴⁾	—
Phyllis M. Wise	Class B		11,000	⁽³⁾	—
Donald W. Blair ⁽⁶⁾	Class B		419,421	^(3)(7)(8)	0.1	%
Charles D. Denson ⁽⁶⁾	Class B		1,041,913	⁽³⁾⁽⁷⁾	0.3	%
Gary M. DeStefano ⁽⁶⁾	Class B		140,754	⁽³⁾⁽⁷⁾	—
Eric D. Sprunk⁽⁶⁾			290,642		—
Sojitz Corporation of America
1211 S.W. 5^th Ave, Pacwest Center, Ste. 2220, Portland, OR 97204	Preferred	⁽⁹⁾	300,000		100	%
FMR LLC
82 Devonshire Street, Boston, MA 02109	Class B		19,205,883	⁽¹⁰⁾	5.1	%
BlackRock, Inc
40 East 57^th Street, New York, NY 10022	Class B		18,932,752	⁽¹¹⁾	5.0	%
All directors and executive officers as a group (24 persons)	Class A		67,257,195		74.8	%
	Class B		72,107,309	⁽³⁾	16.6	%

(1)
	~~(1)~~	A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.


(3)	~~(3)~~	These amounts include the right to acquire, pursuant to the exercise of stock options, within 60 days after July ~~15, 2005,~~13, 2012, the following numbers of shares:~~, 4,000~~ 6,000 shares for ~~Dr. Conway, 9,000~~Ms. Comstock, 44,000 shares for Mr. ~~DeNunzio, 9,000~~Connors, 26,000 shares for Mr. Cook, 50,000 shares for Mr. Graf, ~~4,000 shares for Mr. Hayes, 5,000~~32,000 shares for Mr. Houser, ~~10,000~~15,000 shares for ~~Ms. Jackson, 10,000~~Dr. Lechleiter, 1,036,250 shares for Mr. Parker, 28,000 shares for Mr. Rodgers, 52,000 shares for Mr. Smith, 18,000 shares for Mr. Thompson, ~~245,000~~11,000 shares for Dr. Wise, 384,000 shares for Mr. Blair, 905,000 shares for Mr. Denson, ~~67,500 shares for Ms. Grossman, 307,500 shares for Mr. Parker,~~

(4)
	~~(4)~~	Includes shares credited to accounts under the NIKE, Inc. Deferred Compensation Plan in the following amounts: ~~4,437 for Dr. Conway, 4,104 for Mr. DeNunzio, 4,493 for Mr. Hayes, 4,519~~10,040 for Mr. Houser, and ~~3,485~~7,741 for Mr. Thompson.


(5)	~~(5)~~	Does not include: (a) ~~814,790~~130,448 Class A ~~shares held~~Stock owned by a ~~limited partnership in~~corporation which ~~a corporation~~is owned by Mr. Knight’s spouse, ~~is a co-general partner,~~ (b) ~~65,224~~19,443,829 Class A ~~shares owned~~Stock held by ~~such corporation,~~five grantor annuity trusts for the benefit of Mr. Knight’s children, (c) ~~1,000,000~~841,145 Class B ~~shares~~Stock held by the Knight Foundation, a charitable foundation in which Mr. Knight and his spouse are directors, (d) ~~1,950,000~~1,294,403 Class ~~A shares~~B Stock held by Oak Hill Strategic Partners, L.P., a limited partnership in which a company owned by Mr. Knight is a limited partner, and (e) ~~12,768,131~~1,243,804 Class B ~~shares~~Stock held by Cardinal ~~Fund~~Investment Sub I L.P., a limited partnership in which Mr. Knight is a limited partner. Mr. Knight has disclaimed ownership of all such shares.


(6)	~~(6)~~	Executive officer listed in the Summary Compensation Table.


	~~Sincerely,~~


(7)	~~(7)~~	Includes shares held in accounts under the NIKE, Inc. 401(k) and Profit Sharing Plan for Messrs. ~~Perez,~~Parker, Blair, Denson, ~~Parker,~~DeStefano, and ~~DeStefano~~Sprunk in the amounts of ~~28, 4,511, 3,219,~~8,324, 2,812, 10,638, 8,394 and ~~3,243~~285 shares, respectively.

	~~(8)~~	This amount includes 100,000 restricted shares granted on December 28, 2004 and 22,834 restricted shares granted on July 15, 2005 to Mr. Perez under the NIKE, Inc. 1990 Stock Incentive Plan. With respect to the 100,000-share grant, the restrictions lapse with respect to one-third of the shares on each of the first three anniversaries of the grant date, unless 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, in which case the 100,000 share grant will vest completely. With respect to the 22,834-share grant, the restrictions lapse with respect to one-fourth of the shares on each of the first four anniversaries of the grant date, unless employment terminates before that date, in which case any remaining restricted shares are forfeited.

	~~(9)~~	These amounts include 10,209, 9,571, 10,209, and 11,485 restricted shares granted on July 18, 2003 to Mr. Denson, Ms. Grossman, Mr. Parker, and Mr. DeStefano respectively, under the NIKE, Inc. 1990 Stock Incentive Plan. The restrictions lapse with respect to one third of the shares on each of the first three anniversaries of the grant date, with the exception of Mr. DeStefano’s grant which will vest 100% on the third anniversary of the date, unless employment terminates before that date, in which case any remaining restricted shares are forfeited.

(8)
~~(10)~~	~~These amounts include 15,000 restricted~~Includes 29,779 shares granted on July 15, 2005 to each of Messrs. Parker and Denson under the NIKE, Inc. 1990 Stock Incentive Plan. The restrictions lapse with respect to one-third of the shares on each of the first three anniversaries of the grant date, unlesspledged as security.


~~(12)~~ (10)	~~Includes 1,950,000 shares of Class A Common Stock held by Oak Hill Strategic Partners, L.P., which is under common control with Cardinal Fund I, L.P.~~

~~(13)~~	Information provided as of ~~December 31, 2004~~February 13, 2012 in Schedule 13G filed by the shareholder.


															Long-Term
				Annual Compensation											Compensation
												Restricted							All Other
Name and									Other Annual			Stock			Stock		LTIP		Compensation
Principal Position		Year		Salary($)		Bonus($)			Compensation($)			Awards($)			Options(#)		Payouts($)		($)(1)

Philip H. Knight			2005		1,270,769		1,554,665			—			—			—		386,860		244,160
	Chairman (formerly		2004		1,392,308		2,278,282			—			—			—		456,000		99,053
	Chief Executive		2003		1,350,000		1,121,840			—			—			—		320,000		87,195
	Officer and President)
William D. Perez			2005		467,308		1,123,358			—			9,085,000	(2)		200,000		—		18,602	(3)
	President and Chief Executive Officer
Mark G. Parker			2005		1,042,308		1,338,167			—			—			70,000		290,000		169,059	(4)
	President		2004		992,308		1,270,759			—			800,000	(2)		70,000		228,000		81,226
	NIKE Brand		2003		942,308		817,154			—			—			70,000		160,000		59,079
Charles Denson			2005		992,308		1,273,974			—			—			70,000		290,000		155,612
	President		2004		934,615		1,196,878			—			800,000	(2)		70,000		228,000		72,050
	NIKE Brand		2003		834,615		740,907			—			—			50,000		290,000		114,167
Mindy Grossman			2005		833,846		1,182,111	(6)		96,793	(5)		—			50,000		290,000		114,167
	Vice President		2004		792,308		1,073,531	(6)		—			750,000	(2)		50,000		228,000		50,341
	Apparel		2003		734,615		485,434			—			—			40,000		160,000		96,719
Gary M. DeStefano			2005		783,846		822,710	(6)		—			—			44,000		290,000		113,595
	President		2004		742,308		769,361	(6)		—			600,000	(2)		44,000		228,000		53,796
	USA Operations		2003		684,615		420,080			—			—			44,000		160,000		41,704


~~(1)~~ NIKE, INC.· 2012 Notice of Annual Meeting	Includes contributions by the Company to the NIKE, Inc. 401(k) and Profit Sharing Plan for the fiscal year ended May 31, 2005 in the amount of $11,658 each for Mr. Knight and Ms. Grossman, $1,662 for Mr. Perez, $17,658 for Mr. Denson, and $19,858 each for Mr. Parker and Mr. DeStefano. Also includes contributions by the Company to the Deferred Compensation Plan for Mr. Knight, Mr. Parker, Mr. Denson, Ms. Grossman, and Mr. DeStefano of $232,502, $147,106, $137,954, $102,509, and $93,737, respectively.	9


Company	Reported Fiscal Year		Revenue (in millions)
Apple Inc.		09/11	$	108,249.0
The Coca-Cola Company		12/11		46,542.0
Colgate-Palmolive Company		12/11		16,734.0
FedEx Corp.		05/11		39,304.0
Gap Inc.		01/12		14,549.0
General Mills Inc.		05/11		14,880.2
Google Inc.		12/11		37,905.0
Kellogg Co.		12/11		13,198.0
Limited Brands Inc.		01/12		10,364.0
Macy’s, Inc.		01/12		26,405.0
McDonald’s Corporation		12/11		27,006.0
PepsiCo, Inc.		12/11		66,504.0
Starbucks Corp.		10/11		11,700.4
The Walt Disney Company		09/11		40,893.0


Name and Principal Position	Year		Salary *($)*		Stock Awards ⁽¹⁾ *($)*		Option Awards ⁽²⁾ *($)*		Non-Equity Incentive Plan Compensation ⁽³⁾ *($)*		All Other Compensation ⁽⁴⁾ *($)*		Total *($)*
Mark G. Parker		2012		1,550,000		23,500,076		3,648,150		6,205,960		308,492		35,212,678
President and Chief Executive Officer		2011		1,535,557		3,500,065		2,916,095		2,735,569		343,395		11,030,681
		2010		1,475,000		3,500,003		3,510,270		4,441,875		191,686		13,118,834
Donald W. Blair		2012		850,000		550,017		1,105,500		1,725,832		117,676		4,349,025
Vice President and Chief Financial Officer		2011		842,308		500,029		883,665		889,207		140,669		3,255,878
		2010		810,000		1,500,046		1,170,090		1,263,000		93,939		4,837,075
Charles D. Denson		2012		1,320,000		2,050,045		2,653,200		4,628,141		219,905		10,871,291
President of the NIKE Brand		2011		1,308,462		2,000,047		2,120,796		2,071,975		248,764		7,750,044
		2010		1,260,000		2,000,009		2,808,216		3,238,000		127,261		9,433,486
Gary M. DeStefano		2012		1,030,000		550,017		1,105,500		1,879,538		140,927		4,705,982
President, Global Operations		2011		1,024,231		500,029		883,665		1,081,260		150,362		3,639,547
		2010		1,000,000		1,500,046		1,170,090		1,491,000		87,612		5,248,748
Eric D. Sprunk		2012		878,269		600,085		1,105,500		1,749,972		114,438		4,448,264
Vice President, Merchandising & Product		2011		842,308		500,029		883,665		889,207		133,186		3,248,395
		2010		810,000		1,750,028		1,170,090		1,263,000		77,176		5,070,294


Name	Fiscal Year		Annual Incentive Compensation *($)*		Long-Term Incentive Compensation *($)*		Total *($)*
Mark G. Parker		2012		2,205,960		4,000,000		6,205,960
		2011		2,735,569		—		2,735,569
		2010		2,986,875		1,455,000		4,441,875
Donald W. Blair		2012		725,832		1,000,000		1,725,832
		2011		889,207		—		889,207
		2010		972,000		291,000		1,263,000
Charles D. Denson		2012		1,628,141		3,000,000		4,628,141
		2011		2,071,975		—		2,071,975
		2010		2,268,000		970,000		3,238,000
Gary M. DeStefano		2012		879,538		1,000,000		1,879,538
		2011		1,081,260		—		1,081,260
		2010		1,200,000		291,000		1,491,000
Eric D.Sprunk		2012		749,972		1,000,000		1,749,972
		2011		889,207		—		889,207
		2010		972,000		291,000		1,263,000

(4)	For each of the first three anniversaries of the grant date. Mr. DeStefano’s grant will vest 100% on the third anniversary of the grant date. Mr. Perez’s grant restrictions lapse with respect to one-third of the shares on each of the first three anniversaries of the grant date, subject to acceleration if, on or prior to December 28, 2007, Mr. Perez’s employment is terminatedNamed Executive Officers, this includes profit-sharing contributions by the Company without cause or by Mr. Perez for good reason. If employment terminates before the restrictions lapse, any remaining restricted shares are forfeited. Dividends on restricted shares are paid currentlyus to the ~~holders. On May 31, 2005 the number of remaining restricted shares~~401(k) Savings and ~~the dollar value of those shares based on the fair market value of $82.20 per share on that date was 100,000 shares with a value of $8,220,000~~Profit Sharing Plan for Mr. Perez, 10,209 shares with a value of $1,678,360 for Mr. Parker and Mr. Denson, 9,571 shares with a value of $786,736 for Ms. Grossman, and 11,485 shares with a value of $994,067 for Mr. DeStefano.

~~(3)~~	~~Includes $16,940 of temporary lodging relocation expenses incurred during the~~ fiscal ~~year.~~

~~(4)~~	~~Includes above-market interest on deferred compensation for Mr. Parker~~2012 in the amount of ~~$2,095 for~~$9,338 and matching contributions by us to the ~~2005 fiscal year.~~

~~(5)~~	Represents additional compensation to Ms. Grossman for transportation expenses pursuant to her employment agreement, including $61,175 for the aggregate incremental cost of the use of Company aircraft,401(k) Savings and ~~gross up for taxes on such compensation.~~

~~(6)~~	~~Includes bonus outside the Executive Performance~~Profit Sharing Plan for ~~Ms. Grossman~~fiscal 2012 in the amount of ~~$290,000 and $228,000~~$12,250. Also includes profit-sharing contributions by us to the Deferred Compensation Plan for fiscal ~~2005~~2012 in the following amounts: $154,004 for Mr. Parker; $56,951 for Mr. Blair; $119,945 for Mr. Denson; $71,131 for Mr. DeStefano; and ~~2004, respectively, and~~$58,028 for Mr. Sprunk. Includes dividends on restricted stock in the following amounts: $130,601 for Mr. Parker, $29,138 for Mr. Blair, $75,572 for Mr. Denson, $29,138 for Mr. DeStefano, and $32,322 for Mr. Sprunk. The amount for Mr. DeStefano includes $16,570 for an anniversary service award. The amount for Mr. Blair includes $10,000 in matching contributions by us to charities under the ~~amount of $40,000~~NIKE Matching Gift Program, under which employees are eligible to contribute to qualified charitable organization and ~~$30,000 for fiscal 2005 and 2004, respectively.~~we provide a matching contribution in an equal amount.


									Potential Realizable Value
									at Assumed Annual Rates of
			% of Total						Stock Price Appreciation for
			Options Granted		Exercise or				Option Term(3)
	Options Granted		to Employees in		Base Price		Expiration
Name	(#)(1)		Fiscal Year		($/Share)(2)		Date		5% ($)		10% ($)

Philip H. Knight		—		—		—		—		—		—
William D. Perez		200,000		3.7	$	90.85		12/27/14	$	11,427,015	$	28,958,300
Mark G. Parker		70,000		1.3	$	73.21		7/15/14	$	3,222,896	$	8,167,451
Charles Denson		70,000		1.3	$	73.21		7/15/14	$	3,222,896	$	8,167,451
Mindy Grossman		50,000		0.9	$	73.21		7/15/14	$	2,302,068	$	5,833,894
Gary DeStefano		44,000		0.8	$	73.21		7/15/14	$	2,025,820	$	5,133,826


~~(1)~~	~~The options shown in the table for Mr. Perez become exercisable with respect to one-third~~NIKE, INC.· 2012 Notice of the total number of shares on each of December 28, 2005, 2006, and 2007, except that Mr. Perez’s options will become vested if, on or prior to December 28, 2007, his employment is terminated by the Company without cause or by him for good reason. The options shown in the table with the expiration date of July 15, 2014 become exercisable with respect to 25% of the total number of shares on each of July 16, 2005, 2006, 2007, and 2008. All options for all individuals will become fully exercisable generally upon the approval by the Company’s shareholders of a merger, plan of exchange, sale of substantially all of the Company’s assets or plan of liquidation.Annual Meeting

~~(2)~~	~~The exercise price is the market price of Class B Stock on the date the options were granted.~~

~~(3)~~	Assumed annual appreciation rates are set by the SEC and are not a forecast of future appreciation. The actual realized value depends on the market value of the Class B Stock on the exercise date, and no gain to the optionees is possible without an increase in the price of the Class B Stock. All assumed values are before taxes and do not include dividends.17


					Number of Unexercised				Value of Unexercised
					Options at				In-the-Money Options at
	Shares				Fiscal Year-End (#)				Fiscal Year-End ($)(1)
	Acquired on		Value
Name	Exercise (#)		Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable

Philip H. Knight		0		0		0		0		0		0
William D. Perez		0		0		0		200,000		0		0
Mark G. Parker		30,000		951,000		300,000		172,500	$	10,330,612	$	3,962,500
Charles Denson		0		0		177,500		172,500	$	6,423,925	$	3,962,500
Mindy Grossman		40,000		1,455,029		25,000		115,000	$	789,750	$	2,536,200
Gary DeStefano		0		0		138,000		109,000	$	4,769,975	$	2,513,480


~~(1)~~	~~Based on a fair market value as of May 31, 2005 of $82.20 per share. Values are stated on a pre-tax basis.~~


	Performance or Other Period
Name	Until Maturation or Payout(1)	Threshold ($)		Target ($)		Maximum ($)

Philip H. Knight(2)	Fiscal Years 2005 to 2007		60,000		600,000		900,000
William D. Perez	—		—		—		—
Mark G. Parker	Fiscal Years 2005 to 2007		50,000		500,000		750,000
Charles Denson	Fiscal Years 2005 to 2007		50,000		500,000		750,000
Mindy Grossman	Fiscal Years 2005 to 2007		40,000		400,000		600,000
Gary DeStefano	Fiscal Years 2005 to 2007		30,000		300,000		450,000


	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable ⁽¹⁾			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)
Mark G. Parker		140,000		—			36.6050		07/16/14
		140,000		—			43.7950		07/15/15
		250,000		—			42.1350		02/16/16
		135,000		—			58.5200		07/20/17
		101,250		33,750	⁽²⁾		58.2000		07/18/18
		75,000		75,000	⁽³⁾		52.4400		07/17/19
		41,250		123,750	⁽⁴⁾		68.9600		07/16/20
		—		165,000	⁽⁵⁾		91.7000		07/15/21		283,933 ⁽⁶⁾		30,715,871
Donald W. Blair		11,000		—			26.1200		07/18/13
		66,000		—			36.6050		07/16/14
		66,000		—			43.7950		07/15/15
		66,000		—			39.3800		07/14/16
		50,000		—			58.5200		07/20/17
		37,500		12,500	⁽²⁾		58.2000		07/18/18
		25,000		25,000	⁽³⁾		52.4400		07/17/19
		12,500		37,500	⁽⁴⁾		68.9600		07/16/20
		—		50,000	⁽⁵⁾		91.7000		07/15/21		20,367 ⁽⁷⁾		2,203,302
Charles D. Denson		25,000		—			26.1200		07/18/13
		140,000		—			36.6050		07/16/14
		140,000		—			43.7950		07/15/15
		200,000		—			42.1350		02/16/16
		110,000		—			58.5200		07/20/17
		82,500		27,500	⁽²⁾		58.2000		07/18/18
		60,000		60,000	⁽³⁾		52.4400		07/17/19
		30,000		90,000	⁽⁴⁾		68.9600		07/16/20
		—		120,000	⁽⁵⁾		91.7000		07/15/21		54,404 ⁽⁸⁾		5,885,424
Gary M. DeStefano		12,500					58.5200		07/20/17
		12,500		12,500	⁽²⁾		58.2000		07/18/18
		12,500		25,000	⁽³⁾		52.4400		07/17/19
		12,500		37,500	⁽⁴⁾		68.9600		07/16/20
		—		50,000	⁽⁵⁾		91.7000		07/15/21		20,367 ⁽⁷⁾		2,203,302
Eric D. Sprunk		66,000		—			43.7950		07/15/15
		36,000		—			39.3800		07/14/16
		33,000		—			58.5200		07/20/17
		37,500		12,500	⁽²⁾		58.2000		07/18/18
		25,000		25,000	⁽³⁾		52.4400		07/17/19
		12,500		37,500	⁽⁴⁾		68.9600		07/16/20
		—		50,000	⁽⁵⁾		91.7000		07/15/21		22,502⁽⁹⁾		2,434,266



~~(2)~~ NIKE, INC.· 2012 Notice of Annual Meeting	In February 2005, in connection with Mr. Knight’s reduction in responsibilities following the hiring of Mr. Perez, the Compensation Committee determined that Mr. Knight’s LTIP awards for fiscal years 2004 to 2006 and fiscal years 2005 to 2007 would not be paid.	19


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights⁽³⁾		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by shareholders ⁽¹⁾		32,449,882	$	61.23		33,374,647
Equity compensation plans not approved by shareholders ⁽²⁾		—		—		884,215
Total		32,449,882	$	61.23		34,258,862


Name	Plan Name		Executive Contributions in Fiscal 2012 ⁽¹⁾		NIKE Contributions in Fiscal 2012 ⁽¹⁾		Aggregate Earnings in Fiscal 2012			Aggregate Withdrawals/ Distributions in Fiscal 2012		Aggregate Balance at 5/31/2012 ⁽¹⁾
Mark G. Parker		DCP	$	934,614	$	196,087	$	31,343			—	$	6,272,228
Donald W. Blair		DCP		1,418,683		71,940		(846,093	)		—		5,275,120
Charles D. Denson		DCP		2,668,172		152,721		(980,416	)		—		21,119,722
Gary M. DeStefano		DCP		—		90,732		(68,987	)		—		1,485,580
Eric D. Sprunk		DCP		—		71,940		(118,363	)		—		3,043,236


Name	Stock Award Acceleration ⁽¹⁾		Stock Option Acceleration ⁽²⁾		Total
Mark G. Parker	$	30,715,872	$	16,638,157	$	47,354,029
Donald W. Blair		2,203,302		5,282,139		7,485,441
Charles D. Denson		5,885,425		12,552,183		18,437,608
Gary M. DeStefano		2,203,302		5,282,139		7,485,441
Eric D. Sprunk		2,434,266		5,282,139		7,716,405


	~~Members of the Compensation Committee:~~

	~~Ralph D. DeNunzio, Chairman~~
	~~Jill K. Conway~~
	~~John R. Thompson, Jr.~~