This excerpt taken from the NKE DEF 14A filed Jul 27, 2009.
APPROVAL OF AMENDMENT TO THE NIKE, INC. EMPLOYEE STOCK PURCHASE PLAN
The Companys Employee Stock Purchase Plan (the ESPP) was adopted by the Board of Directors and shareholders in 2001. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the Code). The ESPP is intended to provide a convenient and practical means by which employees may participate in stock ownership of the Company. An aggregate of 6,000,000 shares of Class B Stock (as adjusted to reflect the two-for-one stock split of Class B Stock effected on April 2, 2007) has been reserved for issuance under the ESPP. As of May 31, 2009, only 1,446,932 shares of Class B Stock were available for purchase under the ESPP.
The Board of Directors believes that the ESPP promotes the interests of the Company and its shareholders by encouraging employees of the Company and participating subsidiaries to become shareholders, and therefore promotes the Companys growth and success. The Board also believes that the opportunity to acquire a proprietary interest in the success of the Company through the acquisition of shares of Class B Stock pursuant to the ESPP is an important aspect of the Companys ability to attract and retain highly qualified and motivated employees. The Board believes that it is desirable and in the best interests of the Company and its shareholders to continue to provide employees of the Company and its participating subsidiaries with benefits under the ESPP and that additional shares must be reserved for use under the ESPP. Accordingly, on June 18, 2009, the Board approved, subject to shareholder approval, an amendment to the ESPP to reserve an additional 4,000,000 shares of Class B Stock for issuance under the ESPP. A copy of the ESPP, as proposed to be amended, is attached to this proxy statement as Exhibit A.
The following description of the ESPP is a summary of certain provisions and is qualified in its entirety by reference to Exhibit A.