EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
NIKE, INC.
(as amended September 23, 2005)
The following version of the Restated Articles of Incorporation of
NIKE, Inc., an Oregon corporation (the "Corporation"), has been prepared
for filing with the Securities and Exchange Commission and includes the
amendments reflected in the Articles of Amendment filed with the Oregon
Secretary of State on October 15, 1987, the Articles of Amendment filed
with the Oregon Secretary of State on October 10, 1995 and the Articles
of Amendment filed with the Oregon Secretary of State on September 23,
2005:
ARTICLE I
These Restated Articles of Incorporation supersede the previously
existing Articles of Incorporation of NIKE, Inc. and all amendments
thereto.
ARTICLE II
The name of this Corporation is NIKE, Inc. and its duration shall
be perpetual.
ARTICLE III
The purposes for which this Corporation is organized are to engage
in any lawful activity for which corporations may be organized under
ORS Chapter 57.
ARTICLE IV
The aggregate number of shares which the Corporation shall have the
authority to issue is divided as follows:
A. 175,000,000 shares of Class A Common Stock, no par value;
B. 750,000,000 shares of Class B Common Stock, no par value;
and
C. 300,000 shares of Preferred Stock, $1.00 par value.
Immediately upon the filing of these Restated Articles of
Incorporation with the Corporation Commissioner for the State of Oregon,
each share of the Corporation's Common Stock, without par value,
outstanding immediately prior to such filing shall become, without
further action and without the necessity of transfer or exchange of any
share certificates, 30 shares of the Corporation's Class A Common Stock,
without par value, and the holders thereof shall be entitled to all of
the rights and preferences of such class of stock as set forth in these
Restated Articles of Incorporation.
The Class A Common Stock and the Class B Common Stock are sometimes
collectively referred to herein as the "Common Stock." The designations,
preferences, limitations and relative rights granted to or imposed upon
the respective classes of the shares of capital stock and the holders
thereof are as follows:
A. Preferred Stock, $1.00 par value
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1. Dividends. The holders of Preferred Stock shall be
_________
entitled to receive dividends at the rate of $.10 per share per annum
payable annually on May 31. Dividends shall be cumulative. Computation
of the amount of dividends accrued in respect of a fraction of a year
shall be on the basis of a 365-day year. In case dividends for any
period are not paid in full, all shares of Preferred Stock shall
participate ratably in the payment of dividends for such period in
proportion to the full amount of such dividends for such period to which
they are entitled. Unpaid dividends shall bear interest at the rate of
12 percent per annum. No dividend shall be declared or paid or set
apart for payment in any fiscal year on the Common Stock or on any class
of stock of the Corporation ranking as to dividends subordinate to the
Preferred Stock, until all dividends for such fiscal year for all
outstanding shares of Preferred Stock have been declared and paid, or
set apart for payment, in full.
2. Voting Rights. Except as otherwise expressly
_____________
required by law, shares of Preferred Stock shall not be entitled to vote
on any matter submitted to shareholders, other than matters listed below:
(a) Sale of all or substantially all of the assets
of the Corporation or any of its subsidiaries.
(b) Merger, consolidation, liquidation or
dissolution of the Corporation.
(c) Sale or assignment of the "NIKE" trademark for
athletic shoes sold in the United States.
On any of the foregoing matters or on any matters as to which
voting of the Preferred Stock shall be expressly required by law, such
stock shall be entitled to one vote per share, and it shall vote as a
separate class.
If any such matter is submitted for approval by Preferred
Shareholders and is not approved by the holders of more than 66-2/3
percent of the shares of Preferred Stock outstanding, the Corporation
and the holders of Preferred Stock shall have the following rights and
obligations:
(a) Holders of Preferred Stock voting against the
action may require the Corporation to redeem all of its shares of
Preferred Stock by giving written notice to the Corporation and stating
that the shares of Preferred Stock shall be redeemed by the Corporation
on a specified date, which may not be less than 60 days from the date of
the notice. The redemption price shall be $1.00 per share, plus accrued
dividends and interest, if any.
(b) The Corporation may redeem any or all of the
shares of Preferred Stock voting against the action by giving written
notice to the holders of Preferred Stock and stating in such notice that
the shares of Preferred Stock shall be redeemed by the Corporation on a
specified date, which may not be more than 60 days from the date the
notice is given. The redemption price shall be $1.00 per share, plus
accrued dividends and interest, if any.
3. Liquidation. The holders of Preferred Stock shall be
___________
entitled to receive, before any payment or distribution of the assets of
the Corporation, whether capital or surplus, shall be made to or set
apart for the holders of the Common Stock or any other series or class
of stock ranking junior to such Preferred Stock as to rights upon
liquidation, dissolution or winding up of the affairs of the Corporation,
voluntarily or involuntarily, $1.00 per share, together with all
dividends declared and unpaid thereon to the date of final distribution,
and no more. If, upon liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation distributable among the
holders of Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets shall be distributed
among such holders ratably in proportion to the full amounts which would
be payable on said shares if all amounts payable thereon were paid in
full. Neither the merger nor consolidation of the Corporation into or
with any other corporation, nor the merger or consolidation of any other
corporation into or with the Corporation, nor a sale, transfer or lease
of all or any part of the assets of the Corporation shall be deemed to
be a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph.
4. Redemption by the Corporation. The Corporation, at its
_____________________________
option, may redeem shares of Preferred Stock in any one or more of the
following situations:
(a) The Corporation may redeem all, but not less than all,
of the shares of Preferred Stock by giving written notice to the holders
of Preferred Stock and stating in such notice that the shares of
Preferred Stock shall be redeemed by the Corporation on a specified date
which shall not be more than 90 days from the date the notice is given.
The redemption price shall be $1.00 per share, plus accrued dividends
and interest, if any. At the time of any redemption under this
paragraph A.4.(a) of Article IV, in addition to paying the redemption
price, the Corporation shall repay the entire indebtedness owed by the
Corporation to the holders of Preferred Stock.
(b) If a holder of Preferred Stock desires to sell or
transfer the Preferred Stock (to any person other than Nissho Iwai Co.,
Ltd. or one of its subsidiaries), the Corporation may redeem the
Preferred Stock proposed for sale. The redemption price shall be $1.00
per share, plus accrued dividends and interest, if any.
(i) In the event of a proposed sale or transfer, the
holder of Preferred Stock shall notify the Corporation of its intention
to sell or transfer the Preferred Stock and provide the Corporation with
the name of the proposed transferee and the terms of the transfer. If
the Corporation chooses to exercise its right to redeem, the Corporation
shall give the holder of Preferred Stock written notice of its intention
to redeem within 15 days from the date the Corporation receives notice
of the holder's proposed sale or transfer. Any such redemption notice
by the Corporation will provide for redemption no more than 60 days from
the time such redemption notice is given by the Corporation to the
holder of Preferred Stock.
(ii) If a holder of Preferred Stock sells or transfers
Preferred Stock, any transferee shall be subject to the redemption
rights set forth in these Articles.
(c) In the event that the Supply Agreement executed by the
Corporation and Nissho Iwai American Corporation on October 7, 1976, is
terminated by either party, the Corporation may redeem by giving written
notice to the holders of the Preferred Stock and stating in such notice
that the shares of Preferred Stock shall be redeemed on a specified date
which shall not be more than 60 days from the date such notice is given.
The redemption price shall be $1.00 per share, plus accrued dividends
and interest, if any.
Notice of any proposed redemption of shares of Preferred Stock
shall be given by the Corporation by mailing a copy of such notice to
the holders of record of the shares to be redeemed, at their respective
addresses as appearing on the books of the Corporation.
5. Redemption by Holder. In the event that the Supply
____________________
Agreement executed by the Corporation and Nissho Iwai American
Corporation on October 7, 1976, is terminated by either party, the
holders of the Preferred Stock may redeem by giving written notice to
the Corporation and stating in such notice that the shares shall be
redeemed on a specified date which shall not be less than 60 days from
the date such notice is given. The redemption price shall be $1.00 per
share, plus accrued dividends and interest, if any.
B. Class A Common Stock and Class B Common Stock.
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1. Voting Rights. Subject to the rights granted herein
to the Preferred Stock, the holders of the Common Stock shall possess
all of the voting power of the capital stock of this Corporation. All
such shares shall have one vote per share and shall vote together as one
class except as provided in this Article IV, Section B, subsection 1, or
as may otherwise be required by law.
At any time that the number of outstanding shares of the Class B
Common Stock shall equal or exceed 25 percent of the total outstanding
shares of Common Stock, determined as of the record date established for
the purpose of determining shareholders entitled to vote, the shares of
the Class A and Class B Common Stock shall vote separately for the
purpose of electing directors. At any such time, the holders of the
Class B Common Stock, voting as a separate class, shall be entitled to
elect a number of directors equal to 25 percent (rounded up to the
nearest whole number) of the total number of authorized directors. The
holders of the Class A Common Stock, voting as a separate class, shall
elect all remaining members of the Board of Directors. The two classes
shall continue to vote separately for the election of directors as long
as the outstanding shares of the Class B Common Stock represent 25
percent or more of the total outstanding Common Stock.
Without regard to the above provisions relating to class voting for
directors, if at any time the number of outstanding shares of the Class
A Common Stock shall be less than 12.5 percent of the total outstanding
Common Stock, the holders of the Class B Common Stock shall continue to
elect, voting as a separate class, 25 percent (rounded up to the nearest
whole number) of the total number of authorized directors, and the
holders of the Class A Common Stock and the holders of the Class B
Common Stock shall elect all remaining members of the Board of Directors,
voting together as a single class.
In any vote for the removal of a director from office, the shares
of the Class A and Class B Common Stock shall vote together and as one
class, except that a director elected by the vote of either the Class A
Common Stock or the Class B Common Stock, voting separately as a class,
or a director appointed to fill the vacancy left by a director who was
elected by separate class vote, may be removed from office only upon the
affirmative vote of the holders of a majority of the outstanding shares
of the class which elected him or his predecessor.
Nothing within this Article IV concerning voting rights is intended
to modify or otherwise affect the voting provisions which are contained
in Article VI of these Restated Articles of Incorporation, as amended.
2. Conversion Rights of the Class A Common Stock.
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Subject to the following terms and conditions, each share of
Class A Common Stock shall be convertible into a fully paid and
nonassessable share of the Class B Common Stock. At the option of the
respective holders, up to 1,017,000 shares of Class A Common Stock which
will be outstanding upon the filing with the Oregon Corporation
Commissioner of these Restated Articles of Incorporation shall be
convertible at any time, and all remaining shares shall be convertible
at any time from and after the 90th day following the effective date
under the Securities Act of 1933 of the Corporation's Registration
Statement filed with the Securities and Exchange Commission in October
1980. The conversion ratio shall be one share of Class B Common Stock
for each share of Class A Common Stock surrendered for conversion. Such
conversion rights shall include and be subject to the following:
(a) Conversion may be affected as to all or any whole
number of shares evidenced by any certificate for shares of Class A
Common Stock upon surrender of such certificate to the Corporation at
its principal office or to such agent or agents as may be designated by
the Board of Directors. Shares so surrendered for conversion shall be
accompanied by written evidence of the holder's election to convert such
shares and (if so requested by the Corporation) accompanied by an
instrument of transfer, in form satisfactory to the Corporation, duly
executed by the holder of his duly authorized attorney.
(b) As promptly as practicable after the surrender of the
shares for conversion in the manner herein provided, the Corporation
shall deliver or cause to be delivered to the holder of the shares so
surrendered, certificates representing the number of fully paid and
nonassessable shares of the Class B Common Stock of the Corporation into
which such shares of Class A may be converted together with (if the
certificate for the shares of Class A surrendered includes shares which
are not being converted) certificates representing the number of shares
of Class A Common Stock not then being so converted. Such conversion
shall be deemed to have been made as soon as the shares of the Class A
Common have been surrendered for conversion in the manner herein
provided, so that the rights of the holder of the shares of Class A
Common so surrendered shall cease at such time and the person entitled
to receive the Class B Common Stock upon such conversion shall be
treated for all purposes as having become the record holder of such
shares of Class B Common Stock at such time; provided, however, that no
such surrender on any date when the stock transfer books of the
Corporation shall be closed or after the record date shall have been set
shall be effective to constitute the person or persons entitled to
receive the shares of Class B Common Stock upon conversion of their
shares of Class A Common Stock as the record holder or holder of such
shares of Class B Common Stock on such date, but rather such shares
shall retain the rights of Class A Common Stock until after the event
for which the record date was set or the transfer books were closed.
(c) The Corporation shall at all times reserve and keep
available for issue upon the conversion of the Class A Common Stock such
number of its authorized but unissued shares of Class B Common Stock as
will be sufficient to permit the conversion of all outstanding shares of
the Class A Common Stock.
(d) In the case of any reclassification of the
outstanding shares of the Class B Common Stock, or in the case of any
consolidation or merger of the Corporation with or into another
corporation, the result of which is that shares of Class B Common Stock
become convertible into or entitled to receive securities or other
property different from that which shares of Class A Common Stock then
outstanding shall have the right thereafter to convert any of such
shares into the kind and amount of shares of stock and other securities
which a holder of that number of shares of the Class B Common Stock into
which such shares are convertible received or is entitled to receive.
(e) At no time shall the record date be set for any vote
by the shareholders of the Corporation upon any merger, consolidation,
sale of substantially all of the assets of the Corporation or any other
event which under the Oregon Business Corporation Act is required to be
submitted to the shareholders for a vote without first providing not
less than 10 days' prior written notice of such date and event to the
registered holders of the Class A Common Stock as shown on the books of
the Corporation, if as a part of such transaction the shares of the
Class B Common Stock are to be treated differently or to be entitled to
different rights than the shares of the Class A Common Stock.
3. Other Rights. All rights to which holders of capital stock
____________
are entitled and which are not expressly granted to the Preferred Stock
under this Article are reserved to and vested in the Common Stock. In
all respects other than voting, which rights are set forth hereinabove,
the shares of the Class A and the Class B Common Stock shall have
identical rights, provided that no stock dividend, stock split or other
issuance of shares by the Corporation without consideration shall
without express authorization of the Board of Directors result in the
shares of one class of stock becoming entitled to receive shares of the
other. No stock dividend, stock split or other issuance of shares
without consideration shall be effected by the Corporation with respect
to either class of Common Stock except such action as shall affect both
classes of stock ratably on a share-for-share basis. There shall be no
preference between shares of Class A Common Stock and shares of Class B
Common Stock with respect to dividends or the rights to proceeds upon
liquidation, dissolution or the winding up of the affairs of the
Corporation.
ARTICLE V
The authorized number of directors of the Corporation shall be
seven, provided that such number may be increased (or decreased to not
less than 5) by resolution of the Board of Directors. Vacancies on the
Board may be filled by the affirmative vote of the remaining directors,
including any vacancy created by an increase in the number of directors,
provided that no vacancy created by the resignation, removal from office
or death of a director who was elected by a separate class vote of the
Common Stock shall be filled by the Board of Directors, except upon the
affirmative vote of a majority of the remaining directors similarly
elected by such class. If none shall be remaining, the vacancy shall be
filled by the remainder of the directors.
ARTICLE VI
A. The affirmative vote of the holders of not less than 80
percent of all outstanding Common Stock, voting as one class, shall be
required for the approval or authorization of any "business combination"
(as hereafter defined) with any person or entity which, as of the record
date for the determination of the shareholders entitled to notice
thereof and to vote thereon, is the beneficial owner of 10 percent or
more of the outstanding Common Stock of the Corporation. Any such 80
percent vote in order to constitute due and valid authorization under
this Article must include not less than 50 percent of the Common Stock
held by persons other than the person or entity interested in such
transaction.
B. The term "business combination" shall mean
1. any merger or consolidation of the Corporation or any
subsidiary of the Corporation with or into any other person or entity;
2. the sale of substantially all of the assets of the
Corporation to any other person or entity; or
3. any other transaction with such person or entity for
which approval of the shareholders of this Corporation is required by
law or by any agreement between the Corporation and any national
securities exchange.
C. The foregoing voting requirements shall not be applicable to
any business combination approved by resolution of the Board of
Directors prior to any such shareholder vote, provided that the
resolution received the affirmative vote of a majority of the directors
elected at the most recent annual meeting of shareholders (including any
replacements for such directors who were appointed by the board), or to
any business combination solely between the Corporation and any other
corporation or entity in which 50 percent or more of the voting stock or
interest is owned by the Corporation.
D. Beneficial ownership for purposes of this Section shall be
deemed to include all shares which would be determined to be
beneficially owned (whether directly by such person or entity or
indirectly through any affiliate or otherwise) under Rule 13d-3 of the
Securities and Exchange Commission as in effect on the date of filing of
these Restated Articles of Incorporation with the Oregon Corporation
Commissioner as well as all shares of the Corporation which the other
entity has the right to acquire, pursuant to any agreement or otherwise.
E. The determination of whether a proposed business combination
is within the scope of this Article VI, including without limitation,
the determination of whether such other party beneficially owns 10
percent or more of the outstanding Common Stock of the Corporation for
purposes of this Article VI, shall be made by the Board of Directors.
Such determination shall, if made in good faith, be binding upon all
parties.
F. The shareholder vote, if any, required for any business
combination not expressly subject to the supermajority voting provisions
of this Article VI shall be such vote as may otherwise be required by
applicable law.
ARTICLE VII
Articles V and VI, and this Article VII, of these Restated Articles
of Incorporation may not be amended except upon the affirmative vote of
80 percent of the outstanding Common Stock.
ARTICLE VIII
A. The Corporation shall have the power to indemnify to the
fullest extent not prohibited by law any person who is made or
threatened to be made a party to, witness in, or otherwise involved in,
any action, suit or proceeding, whether civil, criminal, administrative,
investigative, legislative, formal or informal, internal or external or
otherwise (including an action, suit or proceeding by or in the right of
the Corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation or a fiduciary
within the meaning of the Employee Retirement Income Security Act of
1974 with respect to any employee benefit plan of the Corporation, or
serves or served at the request of the Corporation as a director,
officer, employee or agent or as a fiduciary of an employee benefit plan,
of another corporation, partnership, joint venture, trust, or other
enterprise. Any indemnification provided pursuant to this Article VIII
shall not be exclusive of any rights to which the person indemnified may
otherwise be entitled under any articles of incorporation, bylaw,
agreement, statute, policy of insurance, vote of shareholders or Board
of Directors, or otherwise, which exists at or subsequent to the time
such person incurs or becomes subject to such liability and expense.
B. To the fullest extent not prohibited by law, no director of
the Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for conduct as a director. No
amendment or repeal of this Article VIII, nor the adoption of any
provision of these Restated Articles of Incorporation inconsistent with
this Article VIII, nor a change in the law, shall adversely affect any
right or protection that is based upon this Paragraph B and pertains to
conduct that occurred prior to the time of such amendment, repeal,
adoption or change. No change in the law shall reduce or eliminate the
rights and protections set forth in this Paragraph B unless the change
in the law specifically requires such reduction or elimination. If the
Oregon Business Corporation Act is amended after this Article VIII
becomes effective to authorize corporate action further eliminating or
limiting the personal liability of directors of the Corporation, then
the liability of directors of the Corporation shall be eliminated or
limited to the fullest extent not prohibited by the Oregon Business
Corporation Act as so amended.
ARTICLE IX
(1) No contract or other transaction between the Corporation
and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are
directors or officers or are financially interested, shall be either
void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or because his or their votes are counted
for such purpose, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which
authorizes, approves or ratifies the contract or transaction by a vote
or consent sufficient for the purpose without counting the votes or
consents of such interested directors; or
(b) The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they
authorize, approve or ratify such contract or transaction by vote or
written consent; or
(c) The contract or transaction is fair and reasonable
to the Corporation.
(2) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes or ratifies such
contract or transaction.
This Article shall not invalidate any contract or other transaction
which would otherwise be valid under applicable law.
ARTICLE X
No holder of any class of stock of the Corporation now or hereafter
authorized shall have any preemptive or preferential right of
subscription to or otherwise be entitled to acquire any shares of any
class of stock of the Corporation, whether now or hereafter authorized,
or to any obligation convertible or exchangeable into stock of the
Corporation, or any right, option or warrant of subscription to any of
the foregoing, other than such, if any, as may be specifically
authorized by, pursuant to the authority hereby given, the Board of
Directors.
ARTICLE XI
The stated capital of the Corporation at the time of the adoption
of these Restated Articles of Incorporation is $489,000.