Founder Chip Wilson, Lululemon (NASDAQ: LULU) agree on board changes and standstill
Rhea-AI Filing Summary
lululemon athletica inc. entered into a Cooperation Agreement with founder Dennis J. “Chip” Wilson and affiliated entities, who collectively own about 8.7% of the company’s outstanding common stock. The agreement adds governance changes and new directors linked to upcoming annual meetings.
Laura Gentile, former Chief Marketing Officer of ESPN, and Marc Maurer, former Co-CEO of On, will join the Board as independent directors following the 2026 annual meeting. The Board will also appoint an additional independent director with apparel product and brand expertise by October 1, 2026.
lululemon will support Wilson’s proposal to declassify the Board at the 2026 annual meeting. If stockholders approve, the company plans to seek approval in 2027 to amend its charter so all directors stand for annual election beginning with the 2028 annual meeting. Wilson agreed to customary standstill, voting, and non-disparagement provisions lasting approximately 18 months.
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Insights
lululemon strikes governance-focused settlement with founder Wilson, adding new directors and moving toward annual board elections.
The agreement between lululemon and Dennis “Chip” Wilson resembles a classic activist settlement. Wilson, holding about 8.7% of outstanding common stock, gains influence through board refreshment and a say in selecting an additional apparel-focused director by October 1, 2026.
In return, Wilson accepts standstill, voting, and non-disparagement commitments for about 18 months, running until 30 days before the 2028 nomination deadline. This limits potential public conflict while the company executes leadership transition and strategic plans highlighted in the release.
A shift toward board declassification, if stockholders approve proposals at the 2026 and 2027 meetings, would move directors to annual elections starting with the 2028 annual meeting. That structure typically makes boards more directly accountable to stockholders, though the actual impact will depend on future company performance and election outcomes.
8-K Event Classification
Key Figures
Key Terms
Cooperation Agreement regulatory
standstill financial
declassify the Board financial
annual meeting of stockholders regulatory
proxy statement on Schedule 14A regulatory
forward-looking statements regulatory
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2026, lululemon athletica inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) by and between the Company and Dennis J. “Chip” 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. and House of Wilson Ltd. (collectively with their affiliates, “Wilson”).
Pursuant to the Cooperation Agreement, the Board of Directors of the Company (the “Board”) will (i) appoint Laura Gentile and Marc Maurer to the Board as independent directors, effective immediately following the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”); (ii) increase the size of the Board in connection therewith; and (iii) take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026, subject to the approval of Mr. Wilson, not to be unreasonably withheld, conditioned or delayed. Each of Ms. Gentile and Mr. Maurer has signed a conditional letter of resignation, which would become effective upon the earlier of (a) the termination of certain Company obligations to Wilson and (b) the termination of the Cooperation Agreement. In addition, one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”).
Pursuant to the Cooperation Agreement, the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (the “2028 Annual Meeting”).
The Cooperation Agreement also contains voting commitments, standstill, non-disparagement and other customary provisions.
The Cooperation Agreement will terminate on the date that is thirty (30) calendar days prior to the deadline under the Company’s bylaws for the submission of stockholder nominations of director candidates for election to the Board at the 2028 Annual Meeting, unless earlier terminated in accordance with its terms.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 27, 2026, the Company issued a press release in connection with the Cooperation Agreement as reported under Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Cooperation Agreement dated May 26, 2026. | |
| 99.1 | Press release issued on May 27, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| lululemon athletica inc. | |
| Dated: May 27, 2026 | /s/ MEGHAN FRANK |
| Meghan Frank | |
| Interim Co-Chief Executive Officer and Chief Financial Officer |
3
Exhibit 99.1
lululemon Enters into Cooperation Agreement
with Chip Wilson;
Laura Gentile and Marc Maurer to Join Company’s Board of Directors
VANCOUVER, British Columbia – May 27, 2026 – lululemon athletica inc. (NASDAQ:LULU) today announced that it has entered into a cooperation agreement with Dennis J. “Chip” Wilson, who owns approximately 8.7% of the company’s outstanding common stock. In connection with the agreement, Laura Gentile, former Chief Marketing Officer of ESPN, and Marc Maurer, former Co-Chief Executive Officer of On, will join the company’s Board of Directors following the company’s 2026 Annual Meeting of Shareholders. As part of the Board’s ongoing refreshment efforts, the company also agreed to appoint an additional director with product and brand expertise in apparel to the Board by October 1, 2026.
“On behalf of the Board, we are pleased to reach this agreement with Chip Wilson, which allows lululemon to focus on continuing to strengthen its performance,” said Marti Morfitt, Executive Chair of lululemon. “We valued the opportunity to meet with Laura, Marc, and Eric Hirshberg through this process, and believe each offers unique skills and experiences that could be valuable to a board. We look forward to welcoming Laura and Marc, who will bring additional perspective to our existing group of qualified directors. lululemon now has a clear path forward for our incoming CEO, Heidi O’Neill, and our leadership team, as we continue to advance our strategies to foster strong brand health, reaccelerate growth, and deliver enhanced value for our shareholders.”
Ms. Gentile commented, “It is a privilege to join the lululemon Board at this pivotal moment for the company. I look forward to working with my fellow directors and the lululemon team to continue the work underway to build on the company’s leadership position, deliver outstanding product, create unique experiences for guests, and generate value for shareholders for years to come.”
Mr. Maurer commented, “I am honored to join the lululemon Board and ready to get to work as the company embarks on this new chapter of growth and success. Central to this effort is a focus on what the consumer wants and needs. I look forward to working with the other members of the Board to build on the company’s strong foundation to create innovative products that drive superior value for consumers and, ultimately, for shareholders.”
Chip Wilson, founder of lululemon, commented, “The Board additions lululemon announced today and strategic changes already made by the team reflect meaningful progress toward restoring the company’s product-first vision and unlocking tremendous value for shareholders. I would like to thank Laura, Marc, and Eric for their willingness to stand for election as directors. I’m confident Laura and Marc will add value to lululemon’s Board and Eric will continue to make meaningful impact in the challenges he takes on in the future.”
Under the terms of the agreement, Mr. Wilson has agreed to customary standstill, non-disparagement, voting, and related provisions for approximately 18 months until 30 days prior to the nomination deadline for the 2028 annual meeting. In lieu of expense reimbursement, lululemon and Mr. Wilson have agreed that a donation will be made supporting athletics, art, and landscaping at Kitsilano Beach in Vancouver, where lululemon was founded. The full cooperation agreement between lululemon and Mr. Wilson will be filed on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
Alfredo Porretti & Co. and J.P. Morgan are acting as financial advisors to lululemon. Sidley Austin LLP is serving as legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to lululemon.
About Laura Gentile
Laura Gentile served as the Executive Vice President, Chief Marketing Officer of ESPN from January 2018 to October 2023, after joining the company in 2003. During her time at ESPN, Ms. Gentile founded espnW, ESPN’s platform dedicated to women in sports, helping to expand the company’s reach, and cultural relevance. As Chief Marketing Officer, Ms. Gentile oversaw ESPN’s global marketing strategy, brand positioning, consumer growth and content marketing across all brands, platforms, shows and events. Over the course of her career at ESPN, she held a range of senior leadership roles spanning creative marketing, content strategy and partnerships, audience and business development, and was instrumental in evolving the ESPN brand in a rapidly changing media landscape. Following her tenure at ESPN, Ms. Gentile co-founded Storied Sports LLC, a content and IP studio built to partner with athletes, brands and media to create storytelling and commercial platforms in women’s sports.
About Marc Maurer
Marc Maurer served as Co-Chief Executive Officer of On from January 2021 to May 2025, after joining the company in 2013 as Chief Operating Officer. In these roles, Mr. Maurer played a central part in supporting On’s growth from an emerging performance footwear brand into a globally recognized premium company with a strong direct-to-consumer and wholesale presence. During his tenure, On expanded internationally, diversified its product portfolio across footwear and apparel and completed a successful public listing. Prior to joining On, Mr. Maurer served as Head of Business Development and Marketing for Valora Holding AG, a publicly traded European retail company, from April 2012 to March 2013, where he was responsible for driving its business development strategy.
About lululemon
lululemon (NASDAQ:LULU) is a technical athletic apparel, footwear, and accessories company for yoga, running, training, and most other activities, creating transformational products and experiences that build meaningful connections, unlocking greater possibility and wellbeing for all. Setting the bar in innovation of fabrics and functional designs, lululemon works with yogis and athletes in local communities around the world for continuous research and product feedback. For more information, visit lululemon.com.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including those related to successful leadership integration, execution of business strategies, and other factors described in reports we file from time to time with the SEC, including Forms 10-K and 10-Q. We undertake no obligation to update any forward-looking statements.
Important Additional Information and Where to Find It
The company has filed a proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies from the company’s stockholders for the company’s 2026 annual meeting of stockholders. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC filings” link in the “Financial Information” section of the “Investors” tab of the company’s website at https://corporate.lululemon.com/.
Investor Contact
lululemon athletica inc.
Howard Tubin
1-604-732-6124
or
ICR, Inc.
Joseph Teklits
1-203-682-8200
Media Contacts
lululemon athletica inc.
Madi Wallace
1-604-732-6124
or
Joele Frank, Wilkinson Brimmer Katcher
Leigh Parrish / Jed Repko
1-212-355-4449