Below is the full text of the shareholder proposal on disclosure of political spending, filed by Newground Social Investment on April 11, 2020 for presentation at the 2020 annual meeting of Nike (NKE) on September 17 in Beaverton, Oregon:
RESOLVED: That the shareholders of Nike Inc. (“Nike” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:
- Policies and procedures for making, with corporate funds or assets, contributions and
expenditures (direct or indirect) to: (a) participate or intervene in any campaign on
behalf of (or in opposition to) any candidate for public office, or: (b) influence the
general public, or any segment thereof, with respect to an election or referendum.
- Monetary and non-monetary contributions and expenditures (direct and indirect) used
in the manner described in section 1 above, including:
- a. The identity of the recipient as well as the amount paid to each; and
- b. The title(s) of the person(s) in the Company responsible for decision-making.
The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.
As long-term shareholders of Nike, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which 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.”
Publicly available records show Nike has contributed at least $2.1 million in corporate funds since the 2010 election cycle (CQMoneyLine: http://moneyline.cq.com; National Institute on Money in State Politics: http://www.followthemoney.org).
However, relying on publicly available data does not provide a complete picture of the Company’s electoral spending. For example, the Company’s payments to trade associations and other tax-exempt groups that may be used for election-related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including The Coca-Cola Company, Microsoft Corporation, and Kellogg Company, which present this information on their websites.
The Company’s Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections.
THEREFORE: Please vote FOR this critical governance reform.
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PDF Download: NKE_2020_Resolution_FINAL_2020.0409.pdf