Chip Wilson Comments on lululemon's Board Changes and Fourth Quarter and Full Year Fiscal 2025 Results

Chip Wilson, a founder and one of the largest shareholders of lululemon (NASDAQ: LULU), criticized recent board changes and highlighted weak recent results.

Rhea-AI Summary

Chip Wilson, a founder and one of the largest shareholders of lululemon (NASDAQ: LULU), criticized recent board changes and highlighted weak recent results. Wilson noted David Mussafer will not seek re-election, called for annual director elections starting in 2026, disclosed a Schedule 13D group owning 9,904,856 shares, and said Participants will file a definitive proxy statement and GOLD universal proxy card with the SEC.

Positive

• Board refreshment progress: David Mussafer will not seek re-election
• Activist ownership disclosed: Participants beneficially own 9,904,856 shares

Negative

• Eight consecutive quarters of flat or decreased Americas comparable sales
• Board still includes three directors tied to a private equity firm, per Wilson
• No new CEO yet; CEO selection delayed amid proxy contest

Argus Mar 18 session

+3.84% close to close Open Argus

Details

News Market Reaction – LULU

On Mar 18, the day this news came out, LULU closed 3.84% above the previous close.

Data tracked by StockTitan Argus for the Mar 18 session.

Key Figures

Wilson group stake: 9,904,856 shares Q4 2025 net revenue: $3.6 billion Q4 2025 diluted EPS: $5.01 vs. $6.14 +5 more

Wilson group stake

9,904,856 shares

Beneficial ownership reported by Chip Wilson and participants

Q4 2025 net revenue

$3.6 billion

Fourth quarter 2025 net revenue, up 1% year over year

Q4 2025 diluted EPS

$5.01 vs. $6.14

Fourth quarter 2025 diluted EPS compared with prior year

FY 2025 net revenue

$11.1 billion

Full year 2025 net revenue, up 5% year over year

FY 2025 diluted EPS

$13.26 vs. $14.64

Full year 2025 diluted EPS compared with 2024

Americas 2025 revenue

$7.85 billion

2025 Americas net revenue, down 1.0%

China Mainland 2025 revenue

$1.75 billion

2025 China Mainland revenue, up 28.9%

Share repurchases 2025

$1.2 billion (5.0M shares)

Repurchased 5.0 million shares during 2025

Historical Context

5 past events · Latest: Mar 17

5 events

1. Mar 17

   Activist pre‑earnings

   24h Move

   -0.4%

   Wilson pressed for board accountability on brand, creativity and discounting before results.

2. Mar 12

   Activist CEO warning

   24h Move

   -2.8%

   Wilson warned CEO candidates about a board he views as unfit for visionary leadership.

3. Mar 05

   Proxy campaign launch

   24h Move

   -0.0%

   Launch of CreativityFirstlulu.com and proxy effort with three independent director nominees.

4. Mar 03

   Product technology launch

   24h Move

   -1.1%

   Debut of ShowZero™ sweat‑concealing technology for high‑sweat activities and tennis kit.

5. Mar 03

   Earnings call notice

   24h Move

   -1.1%

   Announcement of date and time for Q4 and full‑year fiscal 2025 earnings call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

schedule 14a, gold universal proxy card, schedule 13d, proxy contest

4 terms

schedule 14a regulatory

"intends to file with the U.S. Securities and Exchange Commission ... a definitive proxy statement on Schedule 14A"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

gold universal proxy card regulatory

"a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GOLD Universal Proxy Card"

A gold universal proxy card is a single ballot used in contested board elections that lists both the company’s nominees and challenger nominees, allowing shareholders to vote for any combination of candidates up to the number of open seats. It matters to investors because it simplifies and preserves their voting choice, reduces the likelihood that a split vote will unintentionally favor one side, and can materially influence who controls the board.

schedule 13d regulatory

"is contained on an amendment to Schedule 13D filed by the Participants with the SEC on March 16, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

proxy contest regulatory

"until this proxy contest is settled"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, B.C., March 18, 2026 /PRNewswire/ -- Chip Wilson, Founder of lululemon athletica inc. (NASDAQ: LULU) ("lululemon" or the "Company") and one of lululemon's largest shareholders, today issued the following statement regarding the Company's announcement of Board refreshment and fourth quarter and full year results.

"As I have communicated publicly and privately for the past several months, lululemon is in dire need of significant and substantial refreshment of the board of directors. Yesterday's announcement that David Mussafer, an overly long-tenured director with more than 14 years of total service on the Board, will not seek re-election, is another step of welcome change. His influence on the Board has long impeded change, as I indicated in my February 27 letter to lululemon shareholders. I am hopeful his departure will allow the Board to act with clarity and speed," said Wilson. "It is our expectation that Mr. Mussafer will now step back from his involvement in director refreshment efforts, the CEO selection process and shareholder engagement. It would be highly unusual and inappropriate for a retiring director to be guiding or actively involved in strategic matters."

Wilson continued, "I want to be clear that while yesterday's announcement is a step in the right direction, glaring governance deficiencies remain. The Board still includes three directors tied to the private equity firm led by Mr. Mussafer, a firm that does not even have a disclosed ownership stake in lululemon. I am prepared to continue the effort for as long as necessary to effectuate the quantum of change required to return lululemon to its premium position."

"Once again, lululemon's quarterly and annual results show the severity and significance of the change I believe is necessary now," said Wilson. "Fourth quarter 2025 Americas comparable sales represent the eighth consecutive quarter of decreased or flat results, and the outlook for fiscal year 2026 indicates no meaningful change in trajectory. The Company has not instilled any confidence in its shareholders that change will happen urgently, or in the near term based on the financial results announced today, marking yet another reason directors must be elected annually, starting at the 2026 Annual Meeting of Shareholders."

"Finally, the appointment of the new director to the Board, Chip Bergh, was underwhelming given the Board has indicated previously that highly qualified directors it had identified declined to join the Board until this proxy contest is settled. Bergh's resume from the companies he has led and on whose boards he has served have struggled for years against their peers. We would have voiced our concerns prior to this announcement, however, the lululemon Board did not engage with us nor invite us to meet with Bergh during his interview process. That said, we remain confident that significant change is still needed at the Board level before a new CEO can be selected. I am hopeful that the Board is in alignment with that sequencing, as the Company has yet to appoint a new CEO. The three highly qualified, creative-first leaders I have put forth as nominees bring unmatched brand and marketing expertise and are the change agents needed. I look forward to engaging with the Board so that the future of lululemon is indeed one of growth for all shareholders."

Shareholders are encouraged to visit www.CreativityFirstlulu.com to review the need for change and learn about Wilson's nominees.

Certain Information Concerning the Participants

Dennis J. "Chip" Wilson, together with the other Participants (as defined below), intends to file with the U.S. Securities and Exchange Commission (the "SEC") a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GOLD Universal Proxy Card to be used to solicit proxies from the shareholders of the Company in connection with the Annual Meeting.

SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE.

The participants in the solicitation of proxies are Mr. Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd., House of Wilson Ltd., Marc Maurer, Laura Gentile and Eric Hirshberg (collectively, the "Participants").

The Definitive Proxy Statement and accompanying GOLD Universal Proxy Card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/. 

Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on March 16, 2026, and is available here. By virtue of the relationship among the Participants as members in a Schedule 13(d) group, all the Participants, individually, are deemed to beneficially own the 9,904,856 shares of Common Stock of the Company, par value $0.005 (of which 5,115,961 are shares of the Company's special voting stock paired with an equal number of exchangeable shares of Lulu Canadian Holding, Inc., on a fully-converted basis) owned in the aggregate by all of the Participants.

Contacts

Media
Val Mack, val.mack@fticonsulting.com
Pat Tucker, pat.tucker@fticonsulting.com

Investors
Scott Winter, Gabrielle Wolf
Innisfree M&A Incorporated
(212) 750-5833

 

View original content:https://www.prnewswire.com/news-releases/chip-wilson-comments-on-lululemons-board-changes-and-fourth-quarter-and-full-year-fiscal-2025-results-302717375.html

SOURCE Chip Wilson

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chip Wilson announce about lululemon's board on March 18, 2026 (LULU)?

Wilson said director David Mussafer will not seek re-election, calling it a welcome step. According to Chip Wilson, he expects Mussafer to step back from director refreshment, CEO selection and shareholder engagement, and urged further board change.

How many lululemon shares do Chip Wilson and Participants claim to beneficially own (LULU)?

The Participants claim beneficial ownership of 9,904,856 shares in aggregate. According to Chip Wilson, that total includes 5,115,961 shares of special voting stock paired with exchangeable shares on a fully converted basis.

What financial trends did Chip Wilson cite for lululemon's fourth quarter 2025 (LULU)?

Wilson highlighted that Americas comparable sales were flat or down for the eighth straight quarter. According to Chip Wilson, the outlook for fiscal 2026 shows no meaningful change in trajectory based on announced results.

Will Chip Wilson and his group file proxy materials with the SEC for lululemon (LULU)?

Yes. Wilson and the Participants intend to file a definitive proxy statement and a GOLD universal proxy card. According to Chip Wilson, these materials will be furnished to shareholders and filed with the SEC.

What governance changes is Chip Wilson seeking at lululemon ahead of the 2026 annual meeting (LULU)?

Wilson seeks significant board refreshment and annual director elections starting in 2026. According to Chip Wilson, he has nominated three creative-first leaders focused on brand and marketing as change agents for the board.