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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.
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). |
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/.
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
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