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raw/filings/0000893538/2015/0000893538-16-000122/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000893538,SM,SM Energy Co,10-K,2016-02-24,2015-12-31,2016-02-24T14:05:23.000Z,0000893538-16-000122,sm-20151231x10k.htm,10-K,16324681,1,0,https://www.sec.gov/Archives/edgar/data/893538/000089353816000122/sm-20151231x10k.htm,https://www.sec.gov/Archives/edgar/data/893538/000089353816000122/,2015,2015,1

raw/filings/0000893538/2015/0000893538-16-000122/item13.txt

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+ITEM 13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+The information required by this Item is incorporated by reference to the information provided under the captions “Certain Relationships and Related Transactions” and “Corporate Governance” in SM Energy’s definitive proxy statement for the 2016 annual meeting of stockholders to be filed within 120 days from December 31, 2015 .

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+ITEM 9A. CONTROLS AND PROCEDURES 
+Evaluation of Disclosure Controls and Procedures 
+We maintain a system of disclosure controls and procedures that are designed to reasonably ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to reasonably ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. 
+Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (“Disclosure Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls will be modified as systems change and conditions warrant. 
+An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level. 
+Changes in Internal Control Over Financial Reporting 
+There have been no changes during the fourth quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
+142 
+Management’s Report on Internal Control over Financial Reporting 
+Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: 
+(i) 
+pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 
+(ii) 
+provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 
+(iii) 
+provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that have a material effect on the financial statements. 
+Because of the inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. 
+Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework) . 
+Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2015 . 
+The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting. That report immediately follows this report. 
+143 
+Report of Independent Registered Public Accounting Firm 
+The Board of Directors and Stockholders of SM Energy Company and subsidiaries 
+We have audited SM Energy Company and subsidiaries’ internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). SM Energy Company and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. 
+We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 
+A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
+In our opinion, SM Energy Company and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on the COSO criteria. 
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SM Energy Company and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 of SM Energy Company and subsidiaries and our report dated February 24, 2016 expressed an unqualified opinion thereon . 
+/s/ Ernst & Young LLP 
+Denver, Colorado 
+February 24, 2016 
+144

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+Our Related Person Transactions Policy sets forth the policies and procedures for the Audit Committee's review of any transaction,
+arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (a) we are a participant,
+(b) the aggregate amount involved will or may be expected to exceed $120,000 per annum, and (c) a related person has or will have a direct or indirect material interest. For purposes of
+our Related Person Transactions Policy, a "related person" means (i) any of our directors, executive officers, or nominees for director, (ii) any stockholder that beneficially owns more
+than 5% of our outstanding shares of common stock, and (iii) any immediate family member of any of the foregoing. The Audit Committee approves or ratifies only those transactions that it
+determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. 
+In
+determining whether to approve or ratify a transaction with a related person, the Audit Committee takes into account the factors it deems appropriate, which may include, among
+others, the benefits to us, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent
+of the related person's interest in the transaction. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to ensure that they are in
+compliance with the policy and remain appropriate. 
+In
+addition, our By-Laws provide that a director, officer, or employee of our company may not pursue for his or her own account a business or investment opportunity that he or she
+learned about through his or her affiliation with us. These restrictions do not apply to the acquisition of less than 1% of the publicly traded stock of another company. 
+Related Person Transactions 
+We recognize that transactions with related persons may raise questions among stockholders regarding whether those transactions are
+consistent with our best interests and the best interests of our stockholders. It is our policy to enter into or ratify such transactions only when the Board, acting through the Audit Committee or as
+otherwise described herein, determines that the transaction in question is in, or is not inconsistent with, our best interests and the best interests of our stockholders. Such transactions include,
+but are not limited to, situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternate sources, or when we
+obtain products or services from, or provide products or services to, related persons on an arm's length basis on terms comparable to those obtained from or provided to unrelated third parties or on
+terms comparable to those obtained from or provided to employees generally. We had no transactions that required approval under our Related Person Transactions Policy during 2015. 
+12 
+Table of Contents

raw/filings/0000893538/2021/0000893538-22-000020/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000893538,SM,SM Energy Co,10-K,2022-02-25,2021-12-31,2022-02-25T13:55:04.000Z,0000893538-22-000020,sm-20211231.htm,10-K,16691803,1,1,https://www.sec.gov/Archives/edgar/data/893538/000089353822000020/sm-20211231.htm,https://www.sec.gov/Archives/edgar/data/893538/000089353822000020/,2021,2021,1

raw/filings/0000893538/2021/0000893538-22-000020/item13.txt

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+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+The information required by this Item is incorporated by reference to the information provided under the captions “ Certain Relationships and Related Transactions ” and “ Corporate Governance ” in the Company’s Definitive Proxy Statement on Schedule 14A for the 2022 annual meeting of stockholders, to be filed within 120 days from December 31, 2021.

raw/filings/0000893538/2021/0000893538-22-000020/item9a.txt

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+ITEM 9A. CONTROLS AND PROCEDURES 
+Evaluation of Disclosure Controls and Procedures 
+We maintain a system of disclosure controls and procedures that are designed to reasonably ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to reasonably ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. 
+Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (“Disclosure Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls will be modified as systems change and conditions warrant. 
+An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls are effective at a reasonable assurance level. 
+Changes in Internal Control Over Financial Reporting 
+There have been no changes during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
+101 
+Management’s Report on Internal Control over Financial Reporting 
+Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: 
+(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 
+(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 
+(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that have a material effect on the financial statements. 
+Because of the inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. 
+Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework) . 
+Based on management’s assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2021. 
+The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting. That report immediately follows this report. 
+102 
+Report of Independent Registered Public Accounting Firm 
+To the Stockholders and the Board of Directors of SM Energy Company and subsidiaries 
+Opinion on Internal Control Over Financial Reporting 
+We have audited SM Energy Company and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SM Energy Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. 
+We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 25, 2022, expressed an unqualified opinion thereon. 
+Basis for Opinion 
+The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. 
+Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 
+Definition and Limitations of Internal Control Over Financial Reporting 
+A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
+Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
+/s/ Ernst & Young LLP 
+Denver, Colorado 
+February 25, 2022 
+103

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+Our Related Person Transactions Policy sets forth the policies and procedures for the Audit Committee’s review of any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (a) we are a participant, (b) the aggregate amount involved will or may be expected to exceed $120,000 per annum, and (c) a related person has or will have a direct or indirect material interest. For purposes of our Related Person Transactions Policy, a “related person” means (i) any of our directors, executive officers, or nominees for director, (ii) any stockholder that beneficially owns more than five percent of our outstanding shares of common stock, and (iii) any immediate family member of any of the foregoing. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. 
+In determining whether to approve or ratify a transaction with a related person, the Audit Committee takes into account the factors it deems appropriate, which may include, among others, the benefits to us, the availability of other sources for comparable products or services, the impact on a director’s independence in the event the related person is a director, and the extent of the related person’s interest in the transaction. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to ensure that they are in compliance with the policy and remain appropriate. 
+In addition, our By-Laws provide that a director, officer, or employee of our Company may not pursue for his or her own account a business or investment opportunity that he or she learned about through his or her affiliation with us. These restrictions do not apply to the acquisition of less than 1 percent of the publicly traded stock of another company. 
+Transactions with Related Persons 
+We recognize that transactions with related persons may raise questions among stockholders regarding whether those transactions are consistent with our best interests and the best interests of our stockholders. It is our policy to enter into or ratify such transactions only when our Board, acting through the Audit Committee or as otherwise described herein, determines that the transaction in question is in, or is not inconsistent with, our best interests and the best interests of our stockholders. Such transactions include, but are not limited to, situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternate sources, or when we obtain products or services from, or provide products or services to, related persons on an arm’s length basis on terms comparable to those obtained from or provided to unrelated third parties or on terms comparable to those obtained from or provided to employees generally. With the exception of the transaction described in the following paragraph, which was approved by our Audit Committee, we had no transactions that required approval under our Related Person Transactions Policy. 
+Dean Lutey, the spouse of Ms. Mary Ellen Lutey, our Senior Vice President—Exploration, Development and EHS, joined the Company in 2008. Mr. Lutey was appointed Vice President—Chief Information Officer in April, 2021. Prior to this appointment, Mr. Lutey served as the Company’s Vice President—Information Technology since May 2013. During the fiscal year ended December 31, 2021, Mr. Lutey earned total compensation of $592,898 which included his base salary, annual bonus, LTIP awards, benefits under our qualified and non-qualified benefit plans, and matching contributions by the Company under its 401(k) Profit Sharing Plan and Non-Qualified Deferred Compensation Plan. Mr. Lutey also participated in the Company’s benefit programs for its employees. 
+Compensation Committee Interlocks and Insider Participation 
+None of the directors who served on the Compensation Committee during fiscal year 2021 has ever served as one of our officers or employees. During fiscal year 2021, there were no Compensation Committee interlocks. 
+58

raw/filings/0000893538/2024/0000893538-25-000008/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000893538,SM,SM Energy Co,10-K,2025-02-20,2024-12-31,2025-02-20T13:55:17.000Z,0000893538-25-000008,sm-20241231.htm,10-K,16653058,1,1,https://www.sec.gov/Archives/edgar/data/893538/000089353825000008/sm-20241231.htm,https://www.sec.gov/Archives/edgar/data/893538/000089353825000008/,2024,2024,1

raw/filings/0000893538/2024/0000893538-25-000008/item13.txt

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+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+The information required by this Item is incorporated by reference to the information provided in the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 annual meeting of stockholders, to be filed within 120 days from December 31, 2024.

raw/filings/0000893538/2024/0000893538-25-000008/rpt_disclosure.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+Our Related Person Transactions Policy sets forth the policies and procedures for the Audit Committee’s review of any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (a) we are a participant, (b) the aggregate amount involved will or may be expected to exceed $120,000 per annum, and (c) a related person has or will have a direct or indirect material interest. For purposes of our Related Person Transactions Policy, a “related person” means (i) any of our directors, executive officers, or nominees for director, (ii) any stockholder that beneficially owns more than five percent of our outstanding shares of common stock, and (iii) any immediate family member of any of the foregoing. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. 
+In determining whether to approve or ratify a transaction with a related person, the Audit Committee takes into account the factors it deems appropriate, which may include, among others, the benefits to us, the availability of other sources for comparable products or services, the impact on a director’s independence in the event the related person is a director, and the extent of the related person’s interest in the transaction. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to ensure that they are in compliance with the policy and remain appropriate. 
+In addition, our By-Laws provide that a director, officer, or employee of our Company may not pursue for his or her own account a business or investment opportunity that he or she learned about through his or her affiliation with us. These restrictions do not apply to the acquisition of less than one percent of the publicly traded stock of another company. 
+Transactions with Related Persons 
+We recognize that transactions with related persons may raise questions among stockholders regarding whether those transactions are consistent with our best interests and the best interests of our stockholders. It is our policy to enter into or ratify such transactions only when our Board, acting through the Audit Committee or as otherwise described herein, determines that the transaction in question is in, or is not inconsistent with, our best interests and the best interests of our stockholders. Such transactions include, but are not limited to, situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternate sources, or when we obtain products or services from, or provide products or services to, related persons on an arm’s length basis on terms comparable to those obtained from or provided to unrelated third parties or on terms comparable to those obtained from or provided to employees generally. Since January 1, 2024, with the exception of the transaction described in the following paragraph, which was approved by our Audit Committee, we had no transactions that required approval under our Related Person Transactions Policy. 
+Dean Lutey, the spouse of Ms. Mary Ellen Lutey, our Senior Vice President - Texas, joined the Company in 2008. Mr. Lutey was appointed Senior Vice President - Chief Information Officer in March 2025. Prior to this appointment, Mr. Lutey served as the Company’s Vice President - Chief Information Officer since April 2021 and as Vice President - Information Technology since May 2013. During the fiscal year ended December 31, 2024, Mr. Lutey earned total compensation of $1,136,048, which included his base salary, annual bonus, LTIP awards, benefits under our qualified and non-qualified benefit plans, and matching contributions by the Company under its 401(k) Profit Sharing Plan and Non-Qualified Deferred Compensation Plan. Mr. Lutey also participated in the Company’s benefit programs for its employees. 
+Compensation Committee Interlocks and Insider Participation 
+None of the directors who served on the Compensation Committee during fiscal year 2024 has ever served as one of our officers or employees. During fiscal year 2024, there were no Compensation Committee interlocks. 
+79

raw/proxies/0000110471/0001047469-15-002388/proxy_rpt.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Wolverine Worldwide has entered into agreements with Grimoldi S.A., an Argentinean corporation of which
+Mr. Alberto L. Grimoldi, a former director of Wolverine Worldwide, is chairman and a 35% stockholder. The agreements grant Grimoldi, S.A. the exclusive rights to distribute and
+sell footwear and apparel products in Argentina under various Company brand names. Grimoldi S.A. or its subsidiary purchases products, samples, footwear components, advertising materials and
+miscellaneous items from Wolverine Worldwide or pays Wolverine Worldwide royalties and certain sublicense fees based on sales or purchases of products in Argentina. Grimoldi S.A. was obligated
+to pay Wolverine Worldwide purchase prices, royalties, sublicense fees, service fees and interest relating to purchases made or royalties and fees incurred in fiscal year 2014 totaling $4,857,581. All
+of the transactions described above occurred pursuant to continuing contractual arrangements between Wolverine Worldwide and Grimoldi S.A. Wolverine Worldwide expects similar transactions to
+occur between Grimoldi S.A. and Wolverine Worldwide and its subsidiaries during fiscal year
+2015. The Governance Committee reviewed and approved or ratified each of these transactions in accordance with Wolverine Worldwide's related person transactions policy, as described below. 
+RELATED PERSON TRANSACTIONS POLICY
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the
+Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance
+Committee must review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+1. 
+Any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval such compensation. 
+2. 
+Any compensation paid to a director for service as a director of the Company. 
+3. 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another
+entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%. 
+4. 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement 
+| Page
+67 
+Table of Contents

raw/proxies/0000110471/0001047469-16-011167/proxy_rpt.txt

@@ -0,0 +1,41 @@
+RELATED PERSON TRANSACTIONS POLICY
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the
+Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance
+Committee must review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+1. 
+Any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval such compensation. 
+2. 
+Any compensation paid to a director for service as a director of the Company. 
+3. 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another
+entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%. 
+4. 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form 10-K and proxy statement, an executive officer, director or, to the extent information regarding such nominee is being
+presented in a proxy or information statement relating to the election of that nominee as a director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member * of any of the foregoing. 
+* Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren,
+siblings, mothers-and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person's home (other than a tenant or employee). 
+The
+Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar
+circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested
+Transaction for which he or she is a Related Person, except to provide information to the Governance Committee. 
+Wolverine Worldwide Notice of 2016 Annual Meeting of Stockholders and Proxy Statement 
+| Page
+85 
+Table of Contents

raw/proxies/0000110471/0001047469-17-002079/proxy_rpt.txt

@@ -0,0 +1,54 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Since January 2, 2016, the Company has not engaged in any "related person" transactions with its directors, executive officers or
+holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the Governance
+Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must
+review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval such compensation; 
+(2) 
+any compensation paid to a director for service as a director of the Company; 
+(3) 
+any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another
+entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; or 
+(4) 
+any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form 10-K and proxy statement, an executive officer, director or, to the extent information regarding such nominee is being
+presented in a proxy or information statement relating to the election of that nominee as a director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member * of any of the foregoing. 
+* Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers- and
+fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person's home (other than a tenant or employee). 
+The
+Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar
+circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested
+Transaction for which he or she is a Related Person, except to provide information to the Governance Committee. 
+Page 88 | 
+Wolverine
+Worldwide
+Notice
+of
+2017
+Annual
+Meeting
+of
+Shareholders
+and
+Proxy
+Statement 
+Table of Contents

raw/proxies/0000110471/0001047469-18-002189/proxy_rpt.txt

@@ -0,0 +1,46 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Since January 1, 2017, the Company has not engaged in any "related person" transactions with its directors, executive officers or
+holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the Governance
+Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must
+review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval such compensation; 
+(2) 
+any compensation paid to a director for service as a director of the Company; 
+(3) 
+any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another
+entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; or 
+(4) 
+any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form 10-K and proxy statement, an executive officer, director or, to the extent information regarding such nominee is being
+presented in a proxy or information statement relating to the election of that nominee as a director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member * of any of the foregoing. 
+* Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers- and
+fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person's home (other than a tenant or employee) 
+The
+Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar
+circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested
+Transaction for which he or she is a Related Person, except to provide information to the Governance Committee. 
+2018
+PROXY
+STATEMENT 
+87 
+Table of Contents 
+Additional Information

raw/proxies/0000110471/0001047469-19-001623/proxy_rpt.txt

@@ -0,0 +1,46 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since January 1, 2018, the Company has not engaged in any "related person" transactions with its directors, executive officers or
+holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the Governance
+Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must
+review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+any compensation paid to a director for service as a director of the Company; 
+(3) 
+any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or
+both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; or 
+(4) 
+any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form 10-K and Proxy Statement, an executive officer, director or, to the extent information regarding such nominee is being
+presented in a proxy or information statement relating to the election of that nominee as a director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member* of any of the foregoing. 
+* Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and
+fathers-in-law, sons-and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The
+Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar
+circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested
+Transaction for which he or she is a Related Person, except to provide information to the Governance Committee. 
+2019
+PROXY
+STATEMENT 
+71 
+Table of Contents 
+Additional Information

raw/proxies/0000110471/0001047469-20-001803/proxy_rpt.txt

@@ -0,0 +1,49 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since December 30, 2018, the Company has not engaged in any "related person" transactions with its directors, executive officers or
+holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They require the Governance
+Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must
+review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+any compensation paid to a director for service as a director of the Company; 
+(3) 
+any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or
+both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; 
+(4) 
+any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+any transaction with another publicly traded company where the Related Person's interest arises solely from the ownership of more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded
+company. 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form 10-K and Proxy Statement, an executive officer, director or, to the extent information regarding such nominee is being
+presented in a proxy or information statement relating to the election of that nominee as a director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member* of any of the foregoing. 
+* Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and
+fathers-in-law, sons-and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The
+Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar
+circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested
+Transaction for which he or she is a Related Person, except to provide information to the Governance Committee. 
+2020
+PROXY
+STATEMENT 
+72 
+Table of Contents 
+Additional Information

raw/proxies/0000110471/0001140361-21-010151/proxy_rpt.txt

@@ -0,0 +1,49 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since December 29, 2019, the Company has not engaged in any “related person”
+transactions with its directors, executive officers or holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related
+person transactions. They require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must
+review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or
+relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+the aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine
+Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+any employment compensation paid to an executive officer of the Company if the Compensation Committee
+approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+any compensation paid to a director for service as a director of the Company; 
+(3) 
+any transaction in which a Related Person has an indirect interest solely as a result of being (i) a
+director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together
+with all other Related Persons, has an interest of less than 10%; or 
+(4) 
+any transaction in which the Related Person's interest arises solely from the ownership of the
+Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend). 
+(5) 
+any transaction with another publicly traded company where the Related Person's interest arises
+solely from the ownership of more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an
+Annual Report on Form 10-K and Proxy Statement, an executive officer, director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a
+director, nominee for election as a director; 
+(b) 
+beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and
+fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no
+less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director
+participates in any discussion or approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

raw/proxies/0000110471/0001140361-22-010723/proxy_rpt.txt

@@ -0,0 +1,49 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since January 3, 2021, the Company has not engaged in any “related person” transactions with its directors,
+executive officers or holders of 5% or more of Company voting securities, affiliates or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They
+require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify the
+Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any
+indebtedness or guarantee of indebtedness) in which: 
+(1) 
+The aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last
+completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+Any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+Any employment compensation paid to an executive officer of the Company if the Compensation Committee approved or
+recommended to the Board of Directors for approval of such compensation; 
+(2) 
+Any compensation paid to a director for service as a director of the Company; 
+(3) 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together
+with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related
+Persons, has an interest of less than 10%; 
+(4) 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and
+all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+Any transaction with another publicly traded company where the Related Person's interest arises solely from the ownership of
+more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+Person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an Annual Report on Form
+10-K and Proxy Statement, an executive officer, director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a director, nominee for
+election as a director; 
+(b) 
+Beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+Immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons- and
+daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms
+generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or
+approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

raw/proxies/0000110471/0001140361-23-013098/proxy_rpt.txt

@@ -0,0 +1,49 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since January 2, 2022, the Company has not engaged in any “related person” transactions with any person who
+is or was during the last fiscal year a director, executive officer, nominee for director or holder of 5% or more of Company voting securities, affiliate or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions.
+They require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify
+the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or
+relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+The aggregate amount involved is or is expected to exceed $120,000 since the beginning of Wolverine
+Worldwide's last completed fiscal year; 
+(2) 
+Wolverine Worldwide is a participant; and 
+(3) 
+Any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+Any employment compensation paid to an executive officer of the Company if the Compensation Committee
+approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+Any compensation paid to a director for service as a director of the Company; 
+(3) 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a
+director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together
+with all other Related Persons, has an interest of less than 10%; 
+(4) 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's
+common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+Any transaction with another publicly traded company where the Related Person's interest arises solely
+from the ownership of more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+Person who is or was at any point during the last fiscal year for which Wolverine Worldwide filed an
+Annual Report on Form 10-K and Proxy Statement, an executive officer, director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a
+director, nominee for election as a director; 
+(b) 
+Beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+Immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings,
+mothers and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no less favorable than
+terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any
+discussion or approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

raw/proxies/0000110471/0001140361-24-014365/proxy_rpt.txt

@@ -0,0 +1,49 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since January 1, 2023, the Company has not engaged in any “related person” transactions with any person who is
+or was during the last fiscal year a director, executive officer, nominee for director or holder of 5% or more of Company voting securities, affiliate or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+Wolverine Worldwide's Board adopted written policies and procedures regarding related person transactions. They
+require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify the
+Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or
+relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+The aggregate amount involved exceeds or is expected to exceed $120,000 since the beginning of Wolverine
+Worldwide's last completed fiscal year; 
+(2) 
+The Company or any of its subsidiaries is a participant; and 
+(3) 
+Any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+Any employment compensation paid to an executive officer of the Company if the Compensation Committee
+approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+Any compensation paid to a director for service as a director of the Company; 
+(3) 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a
+director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together
+with all other Related Persons, has an interest of less than 10%; 
+(4) 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's
+common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+Any transaction with another publicly traded company where the Related Person's interest arises solely
+from the ownership of more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+Person who is or was (at any time since the beginning of the Company’s last completed fiscal year even if
+they do not presently serve in that role), an executive officer, a director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a
+director, a nominee for election as a director; 
+(b) 
+Beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+Immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings,
+mothers and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms
+generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or
+approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Since December 31, 2023, the Company has not engaged in any “related person” transactions with any person who is or was during the last fiscal year a director, executive officer, nominee for director or holder of 5% or more of Company voting securities, affiliate or any member of the immediate family of the foregoing persons. 
+RELATED PERSON TRANSACTIONS POLICY 
+The Board adopted written policies and procedures regarding related person transactions. They require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+The aggregate amount involved exceeds or is expected to exceed $120,000 since the beginning of Wolverine Worldwide's last completed fiscal year; 
+(2) 
+The Company or any of its subsidiaries is a participant; and 
+(3) 
+Any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+Any employment compensation paid to an executive officer of the Company if the Compensation and Human Capital Committee approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+Any compensation paid to a director for service as a director of the Company; 
+(3) 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; 
+(4) 
+Any transaction in which the Related Person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+Any transaction with another publicly traded company where the Related Person's interest arises solely from the ownership of more than 5% of the Company's common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+Person who is or was at any time since the beginning of the Company's last completed fiscal year even if they do not presently serve in that role, an executive officer, a director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a director, a nominee for election as a director; 
+(b) 
+Beneficial owner of greater than five percent of Wolverine Worldwide's common stock; or 
+(c) 
+Immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person's home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

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+Certain Relationships and Related Transactions 
+Since December 29, 2024, the Company has not engaged in any “related person” transactions with any person who is or was during the last fiscal year a director, executive officer, nominee for director or holder of 5% or more of Company voting securities, affiliate or any member of the immediate family of the foregoing persons. 
+Related Person Transactions Policy 
+The Board adopted written policies and procedures regarding related person transactions. They require the Governance Committee to review and either approve or disapprove the Company entering into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) 
+The aggregate amount involved exceeds or is expected to exceed $120,000 since the beginning of Wolverine Worldwide’s last completed fiscal year; 
+(2) 
+The Company or any of its subsidiaries is a participant; and 
+(3) 
+Any Related Person (defined below) has or will have a direct or indirect interest. 
+An Interested Transaction does not include: 
+(1) 
+Any employment compensation paid to an executive officer of the Company if the Compensation and Human Capital Committee approved or recommended to the Board of Directors for approval of such compensation; 
+(2) 
+Any compensation paid to a director for service as a director of the Company; 
+(3) 
+Any transaction in which a Related Person has an indirect interest solely as a result of being (i) a director or, together with all other Related Persons, as defined below, a less than 10% beneficial owner of an equity interest in another entity, or both, or (ii) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%; 
+(4) 
+Any transaction in which the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (e.g., a dividend); or 
+(5) 
+Any transaction with another publicly traded company where the Related Person’s interest arises solely from the ownership of more than 5% of the Company’s common stock and the ownership of a non-controlling interest in the other publicly traded company. 
+Related Person 
+Any: 
+(a) 
+Person who is or was at any time since the beginning of the Company’s last completed fiscal year even if they do not presently serve in that role, an executive officer, a director or, to the extent information regarding such nominee is being presented in a proxy or information statement relating to the election of that nominee as a director, a nominee for election as a director; 
+(b) 
+Beneficial owner of greater than five percent of Wolverine Worldwide’s common stock; or 
+(c) 
+Immediate family member* of any of the foregoing. 
+* 
+Immediate family member is defined as a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law, and anyone residing in such person’s home (other than a tenant or employee). 
+The Governance Committee considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the Related Person’s interest in the transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested Transaction for which he or she is a Related Person, except to provide information to the Governance Committee.

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+Transactions with Related Persons 
+Mr. Howard S. Slusher, the father of John Slusher, Executive Vice President of Sports Marketing, and the Company are parties to a Consulting Agreement pursuant to which Howard Slusher manages the planning, design, and construction of new buildings at, and improvements to, NIKE's World Headquarters. Howard Slusher was selected due to his deep history and experience with the Company, as he has managed several significant construction projects for the Company, including the original World Headquarters construction and later expansions. In addition, Howard Slusher's previous engagement with the Company garnered the trust of management and makes him uniquely qualified to oversee the project. During fiscal 2015, the Company paid Howard Slusher $2,825,000 for these services. 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health and life insurance policies for Howard Slusher following expiration of the agreement. During fiscal 2015, the Company paid $129,160 for health and life insurance premiums. 
+Three of Mr. Parker’s siblings, each with over 25 years of service to the Company, were employed by the Company in non-executive roles in fiscal 2015. Ann Parker was an Executive Talent Scout, Bob Parker was a Marketplace Director, and Stephen Parker held Vice President roles with Converse. During fiscal 2015, the Company paid aggregate compensation to each of Ann Parker, Bob Parker and Stephen Parker in the amounts of $313,398, $387,434, and $540,582, respectively, comprising salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. The compensation and benefits received by each of Mr. Parker's siblings were consistent with compensation paid to other employees holding similar positions. 
+Mr. Thompson’s son, John Thompson III, head basketball coach at Georgetown University, and the Company are parties to a contract pursuant to which Mr. Thompson III provides certain endorsement and consulting services to the Company. The terms of this agreement, effective August 2014 through August 2019, provide for annual base compensation of $200,000, and up to $112,000 per year of product and merchandise, for use by him, the basketball staff and team. In addition, there are annual incentive payments based upon his team's performance of up to $100,000. 
+The Company’s written policy requires the Nominating and Corporate Governance Committee to review any transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company. 
+NIKE, INC. Ÿ 2015 Notice of Annual Meeting 13

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+Transactions with Related Persons 
+Mr. Howard S. Slusher, the father of John Slusher, Executive Vice President of Sports Marketing, and the Company are parties to a Consulting Agreement pursuant to which Howard Slusher manages the planning, design, and construction of new buildings at, and improvements to, NIKE’s World Headquarters. Howard Slusher was selected due to his deep history and experience with the Company, as he has managed several significant construction projects for the Company, including the original World Headquarters construction and later expansions. In addition, Howard Slusher’s previous engagement with the Company garnered the trust of management and makes him uniquely qualified to oversee the project. During fiscal 2016, the Company paid Howard Slusher $3,408,837 for these services. 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health and life insurance policies for Howard Slusher following expiration of the agreement. During fiscal 2016, the Company paid $123,574 for life insurance premiums. 
+Three of Mr. Parker’s siblings, each with over 25 years of service to the Company, were employed by the Company in non-executive roles in fiscal 2016. Ann Parker was an Executive Talent Scout, Bob Parker was a Marketplace Director, and Stephen Parker held a Vice President role with Converse. During fiscal 2016, the Company paid aggregate compensation to each of Ann Parker and Stephen Parker in the amounts of $317,642 and $525,491, respectively, comprising of salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. Additionally, the Company paid aggregate compensation to Bob Parker in the amount of approximately $506,948, comprising of approximately $504,144 paid in connection with his termination of services as well as the compensation components listed above. The compensation and benefits received by each of Mr. Parker’s siblings, including the separation benefits received by Bob Parker, were consistent with compensation paid to other employees holding similar positions. 
+Mr. Thompson’s son, John Thompson III, head basketball coach at Georgetown University, and the Company are parties to a contract pursuant to which Mr. Thompson III provides certain endorsement and consulting services to the Company. The terms of this agreement, effective August 2014 through August 2019, provide for annual base compensation of $200,000, and up to $112,500 per year of product and merchandise, for use by him, the basketball staff and team. In addition, there are annual incentive payments based upon his team’s performance of up to $100,000. 
+Ms. Lindsay A. Jackson, the daughter of Jeanne Jackson, President of Product and Merchandising during fiscal 2016, was employed by the Company in a non-executive role in fiscal 2016 as a Brand Director. During fiscal 2016, the Company paid aggregate compensation to Ms. Lindsay Jackson of $152,861, comprising salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. The compensation and benefits received by Ms. Lindsay Jackson was consistent with compensation paid to other employees holding similar positions. 
+On June 30, 2016 Mr. Philip Knight, the father of NIKE director Travis Knight, retired from the Board of Directors. Effective immediately upon his retirement, the Board has appointed Mr. Philip Knight to the position of Chairman Emeritus, which provides a standing invitation for Mr. Philip Knight to attend meetings of the Board and its committees as a non-voting observer. Pursuant to serving as the Chairman Emeritus, Mr. Knight will receive medical and dental insurance coverage available to employees and will receive an annual salary of $500,000. 
+The Company’s written policy requires the Nominating and Corporate Governance Committee to review any transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company. 
+NIKE, INC. Ÿ 2016 Notice of Annual Meeting 14

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+Transactions with Related Persons 
+During fiscal 2017, Howard S. Slusher, the father of John Slusher, Executive Vice President of Sports Marketing, and the Company were parties to a Consulting Agreement pursuant to which Howard Slusher managed the planning, design, and construction of new buildings at, and improvements to, NIKE’s World Headquarters. Howard Slusher was selected due to his deep history and experience with the Company, as he managed several significant construction projects for the Company, including the original World Headquarters construction and later expansions. During fiscal 2017, the Company paid Howard Slusher $2,024,592 for these services. 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health and life insurance policies for Howard Slusher following expiration of the agreement. During fiscal 2017, the Company paid $71,970 for life insurance premiums. 
+Two of Mr. Parker’s siblings, each with over 25 years of service to the Company, were employed by the Company in non-executive roles in fiscal 2017. Ann Parker was a Design Talent Scout, and Stephen Parker held a Vice President role with Converse. During fiscal 2017, the Company paid aggregate compensation to each of Ann Parker and Stephen Parker in the amounts of $289,894 and $540,820, respectively, comprising of salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. The compensation and benefits received by each of Mr. Parker’s siblings, were consistent with compensation paid to other employees holding similar positions. 
+Mr. Thompson’s son, John Thompson III, former head basketball coach at Georgetown University, and the Company are parties to a contract pursuant to which Mr. Thompson III provides certain endorsement and consulting services to the Company. The terms of this agreement, effective August 2014 through August 2019, provide for annual base compensation of $200,000, and up to $112,500 per year of product and merchandise. In addition, there are annual incentive payments based upon team performance. 
+On June 30, 2016, Philip H. Knight, the father of NIKE director Travis A. Knight, retired from the Board of Directors. Effective immediately upon his retirement, the Board has appointed Philip H. Knight to the position of Chairman Emeritus, which provides a standing invitation for Philip H. Knight to attend meetings of the Board and its committees as a non-voting observer. As the Chairman Emeritus, Mr. Knight receives medical and dental insurance coverage available to employees and receives an annual salary of $500,000. Philip H. Knight received $567,172 in salary and profit sharing and matching contributions to Company-sponsored retirement plans. 
+The Company’s written policy requires the Nominating and Corporate Governance Committee to review any transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company. 
+NIKE, INC. Ÿ 2017 Notice of Annual Meeting 13

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+Transactions with Related Persons 
+In fiscal 2018, two of Mr. Parker’s siblings, each with over 25 years of service to the Company, were employed by the Company in non-executive roles. Ann Parker was a Design Talent Scout, and Stephen Parker held a Vice President role with Converse. During fiscal 2018, the Company paid aggregate compensation to Stephen Parker in the amount of $486,535, comprised of salary, bonuses, the value of stock awards granted during the fiscal year, a valued service award and associated tax reimbursement, profit sharing and matching contributions to Company-sponsored retirement plans. Additionally, the Company paid aggregate compensation to Ann Parker in the amount of approximately $487,367, comprised of approximately $306,037 paid in connection with her termination of service as well as the compensation components listed above. The compensation and benefits received by each of Mr. Parker’s siblings, including the separation benefits received by Ann Parker and the 30th anniversary service award received by Stephen Parker, were consistent with compensation paid to other similarly situated employees. 
+Eric Sprunk’s daughter, Nicole Sprunk, was employed by the Company in a non-executive role in fiscal 2018 as a Brand Director. During fiscal 2018, the Company paid aggregate compensation to Nicole Sprunk of $196,748, comprised of salary, bonus, the value of stock granted, profit sharing and matching contributions to the Company-sponsored retirement plan. The compensation and benefits received by Nicole Sprunk were consistent with compensation paid to other employees holding similar positions. 
+Philip H. Knight, the father of NIKE director Travis A. Knight, serves as Chairman Emeritus, which provides a standing invitation for Philip H. Knight to attend meetings of the Board and its committees as a non-voting observer. As Chairman Emeritus, Mr. Knight receives an annual salary of $500,000, and medical and dental insurance coverage generally available to employees. In fiscal 2018, Philip H. Knight received $516,819, comprised of salary, profit sharing and matching contributions to Company-sponsored retirement plans. 
+The Company’s written policy requires the Corporate Responsibility, Sustainability & Governance Committee to review any transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company. 
+NIKE, INC. Ÿ 2018 Notice of Annual Meeting 14