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New director joins lululemon (NASDAQ: LULU) as board refresh continues

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

lululemon athletica inc. is adding experienced consumer-brands executive Esi Eggleston Bracey to its board of directors, effective April 28, 2026. She will serve as an independent Class I director with a term running until the 2026 annual meeting of stockholders.

Bracey brings more than 30 years of global leadership across Unilever, Coty and Procter & Gamble, and currently sits on the Williams-Sonoma board. As she joins, lululemon notes it will have appointed six new independent directors over the last five years as part of an ongoing board refresh.

Director Shane Grant will retire at the end of his current term and not stand for reelection at the 2026 annual meeting, and previously disclosed director David Mussafer will also not stand for reelection. The board will temporarily expand from 10 to 11 members, then be reduced to 9 immediately following the annual meeting.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size before changes 10 directors Board increased from 10 to 11 members with Bracey’s appointment
Board size after 2026 meeting 9 directors Reduced to 9 immediately following the 2026 annual meeting
New independent directors added 6 directors Six new independent directors appointed over the last five years
Experience of new director 30+ years Bracey’s experience building cosmetics and beauty brands globally
Form type Form 8-K Covers director appointment, director departures, and related press release
independent director financial
"The Board has determined that Ms. Bracey qualifies as an “independent” director under Nasdaq listing standards."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On April 28, 2026, the Company issued a press release..."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This press release contains forward-looking statements, which are subject to risks and uncertainties..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
proxy statement on Schedule 14A regulatory
"The company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card..."
WHITE proxy card regulatory
"an accompanying WHITE proxy card, and other relevant documents with the SEC..."
A white proxy card is the voting form circulated to shareholders by the incumbent board or a challenger that lists the choices that party wants shareholders to pick in a corporate election. Investors use it like a recommended mail‑in ballot: signing and returning the card casts their vote for that party’s proposed directors or proposals, which can change who controls the company and influence strategy, risk and potential returns.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

April 26, 2026
Date of Report (Date of earliest event reported)

 

 

 

 

lululemon athletica inc.
(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33608   20-3842867
(State or other jurisdiction of incorporation)   (Commission
File Number)
  (IRS Employer
Identification No.)

 

1818 Cornwall Avenue
Vancouver, British Columbia
Canada, V6J 1C7
(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (604) 732-6124

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.005 per share   LULU   Nasdaq Global Select Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Director

 

On April 26, 2026, the board of directors (the “Board”) of lululemon athletica inc. (the “Company”) appointed Esi Eggleston Bracey as a member of the Board, effective April 28, 2026. In connection with Ms. Bracey’s appointment, the Board increased the size of the Board from 10 to 11 members.

 

Ms. Bracey has over 30 years of experience building cosmetics and beauty brands across international markets around the world. She most recently served as Chief Growth & Marketing Officer at Unilever PLC, from 2024 to 2025, and previously held roles as President of Unilever USA and CEO of Unilever Personal Care, North America, from 2022 to 2023, and Executive Vice President & Chief Operating Officer, North America Beauty and Personal Care, from 2018 to 2022. She also served as President of Consumer Beauty at Coty Inc. from 2015 to 2017. Ms. Bracey began her career at The Procter & Gamble Company, where she held various leadership roles. Ms. Bracey currently serves on the board of Williams-Sonoma, Inc. and previously served on the board of Six Flags Entertainment Corporation. She holds a Bachelor of Arts degree in Engineering Sciences from Dartmouth College.

 

Ms. Bracey will serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders (the “Annual Meeting”). Ms. Bracey’s committee appointments will be determined at a later date. The Board has determined that Ms. Bracey qualifies as an “independent” director under Nasdaq listing standards.

 

Other than as described in this Item 5.02, there are no arrangements or understandings between Ms. Bracey and any other person pursuant to which she was selected as a director. There are no transactions in which Ms. Bracey has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Bracey will receive standard compensation for her service as a director consistent with that of the Company’s other non-employee directors. The Company expects Ms. Bracey to enter into its standard form indemnification agreement for non-employee directors.

 

Departure of Director

 

On April 26, 2026, Shane Grant, a member of the Board, informed the Board that he plans to retire from the Board at the end of his current term and will not stand for reelection at the Annual Meeting. Immediately following the Annual Meeting, the size of the Board will be reduced from 11 to 9 members. Mr. Grant currently serves on the Audit Committee. Mr. Grant’s decision to not stand for reelection was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. As previously disclosed on March 17, 2026, an additional member of the Board, David Mussafer, will not stand for reelection at the Annual Meeting.

 

Item 7.01 Regulation FD Disclosure.

 

On April 28, 2026, the Company issued a press release in connection with Ms. Bracey’s appointment to the Board as reported under Item 5.02 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.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release issued on April 28, 2026.
104   Cover Page Interactive Data File (formatted in iXBRL).

 

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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: April 28, 2026 /s/ MEGHAN FRANK
  Meghan Frank
  Interim Co-Chief Executive Officer and
Chief Financial Officer

 

 

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Exhibit 99.1

 

lululemon Announces Appointment of Esi Eggleston Bracey to Board of Directors

 

Independent Director Brings More than 30 Years of Experience

at Global Consumer Goods Companies

 

VANCOUVER, British Columbia – April 28, 2026 – lululemon athletica inc. (NASDAQ:LULU) today announced the appointment of Esi Eggleston Bracey, former Chief Growth & Marketing Officer of Unilever PLC, to its Board of Directors, effective immediately. With Ms. Bracey joining the Board, the company will have appointed six new independent directors in the last five years as part of the Board’s commitment to continued refreshment.

 

“Esi is a seasoned consumer and beauty industry executive whose career has combined brand creation, category transformation, global general management, and enterprise leadership across Unilever, Coty and Procter & Gamble,” said Marti Morfitt, Executive Chair of the Board. “We are confident in the impact she can make in bringing the breadth of her experience and expertise to lululemon’s Board.”

 

“I have always been drawn to brands that successfully bring together performance, style, and emotional connection, and lululemon sits right at the nexus of this combination,” said Esi Eggleston Bracey. “I am excited about joining my fellow directors on the Board and leveraging my experience to help in guiding lululemon forward in its next phase of growth and delivering long-term value creation.”

 

Ms. Bracey will stand for election at lululemon’s 2026 Annual Meeting of Shareholders in lieu of Shane Grant, who has notified the company that he does not intend to stand for re-election at the conclusion of his current term.

 

Ms. Morfitt added, “We are grateful to Shane for his meaningful contributions to the Board, including his global perspective and strong understanding of the consumer, which have helped inform and strengthen our strategies. On behalf of the Board, I would like to express our appreciation for his service as a director.”

 

Ms. Morfitt continued, “The Board continuously evaluates its composition to ensure we have the right mix of skills and experience for the future of the company. With the strength and expertise of our refreshed Board, Heidi O’Neill chosen as lululemon’s next CEO, and the outstanding team we have in place executing with focus and discipline, we are confident in the company’s ability to continue its forward motion and deliver value to our shareholders.”

 

About Esi Eggleston Bracey

 

Esi Eggleston Bracey most recently served as Chief Growth & Marketing Officer of Unilever PLC, where she led the global transformation of marketing across a portfolio of more than 400 brands. Prior to that role, she served as President, Unilever USA and CEO, Unilever Personal Care, North America, and as Executive Vice President and Chief Operating Officer, North America Beauty and Personal Care. Earlier in her career, Ms. Bracey held senior leadership roles at Coty Inc. and at Procter & Gamble. Ms. Bracey has served on the board of directors of Williams-Sonoma, Inc. since 2021 and previously served on the board of Six Flags Entertainment Corporation. She holds a bachelor’s degree in engineering sciences from Dartmouth College.

 

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 Securities and Exchange Commission (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 intends to file 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/.

 

Certain Information Regarding Participants in the Solicitation

 

The company, its directors and certain of its executive officers (Meghan Frank, Interim Co-CEO and Chief Financial Officer; André Maestrini, Interim Co-CEO, President, and Chief Commercial Officer; and Shannon Higginson, Chief Legal and Compliance Officer) are deemed “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the company’s stockholders in connection with the matters to be considered at the company’s 2026 annual meeting of stockholders. Information regarding the names of the company’s directors and executive officers and certain other individuals and their respective interests in the company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Executive Compensation,” “Executive Compensation Tables,” and “Principal Shareholders and Stock Ownership by Management” of the company’s proxy statement on Schedule 14A in connection with the 2025 annual meeting of stockholders, filed with the SEC on April 29, 2025 (available here). Supplemental information regarding the participants’ holdings of the company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on March 23, 2026 for Charles Bergh (available here); June 11, 2025, December 17, 2025, January 2, 2026, March 17, 2026, March 23, 2026, March 27, 2026, April 1, 2026, and April 2, 2026 for Meghan Frank (available here, here, here, here, here, here, here, and here); June 12, 2025 and March 23, 2026 for Shane Grant (available here and here); June 12, 2025 for Kathryn Henry (available here); June 12, 2025 for Teri List (available here); June 12, 2025 for Alison Loehnis (available here); December 17, 2025, March 17, 2026, March 23, 2026, March 27, 2026, April 1, 2026, April 2, 2026, and April 3, 2026 for André Maestrini (available here, here, here, here, here, here, and here); June 12, 2025 and March 23, 2026 for Isabel Mahe (available here and here); June 12, 2025 and March 23, 2026 for Jon McNeill (available here and here); June 12, 2025, December 18, 2025, and December 29, 2025 for Martha Morfitt (available here, here, and here); June 13, 2025 and March 23, 2026 for David Mussafer (available here and here); and June 12, 2025 for Emily White (available here). Such filings 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/.

 

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Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2026 annual meeting of stockholders, if and when they become available. These documents will be available free of charge as described above.

 

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

 

 

3

 

FAQ

What board changes did lululemon (LULU) announce on April 26–28, 2026?

lululemon announced the appointment of Esi Eggleston Bracey as an independent director, effective April 28, 2026, temporarily increasing the board to 11 members. After the 2026 annual meeting, when Shane Grant and David Mussafer depart, the board size will be reduced to nine.

Who is Esi Eggleston Bracey, lululemon (LULU)'s new independent director?

Esi Eggleston Bracey is a veteran consumer and beauty industry executive with over 30 years of experience at Unilever, Coty, and Procter & Gamble. She most recently served as Unilever’s Chief Growth & Marketing Officer and currently sits on the Williams-Sonoma board.

How does Esi Eggleston Bracey’s appointment fit lululemon (LULU)’s board refresh?

With Bracey’s appointment, lululemon will have added six new independent directors over the past five years. The company highlights this as part of a continuing board refresh strategy to align skills and experience with its future growth plans and governance priorities.

Which lululemon (LULU) directors will not stand for reelection in 2026?

Shane Grant and David Mussafer will not stand for reelection at the 2026 annual meeting. Grant informed the board of his planned retirement at term end, and Mussafer’s decision was previously disclosed. The company states Grant’s decision did not stem from any disagreement.

Is lululemon (LULU) planning a proxy solicitation for the 2026 annual meeting?

The company intends to file a proxy statement on Schedule 14A with a WHITE proxy card for the 2026 annual meeting. Stockholders are encouraged in the disclosure to read the definitive proxy materials carefully when available, as they will contain important information.

What forward-looking statements does lululemon (LULU) highlight in this update?

The press release includes forward-looking statements about leadership integration and executing business strategies, noting that actual results may differ due to various risks. It refers investors to lululemon’s periodic SEC reports, including Forms 10-K and 10-Q, for detailed risk factors.

Filing Exhibits & Attachments

4 documents