Lululemon (LULU) proxy contest: Wilson seeks board seats with GOLD card

Rhea-AI Filing Summary

lululemon athletica inc. proxy contest: Dennis J. Wilson and associated participants have filed a Definitive Proxy Statement and a GOLD universal proxy card to solicit votes for their slate of director nominees and a business proposal at the 2026 Annual Meeting.

The participants filed Amendment No. 20 to their Schedule 13D updating Item 4 with an attached May 6, 2026 open letter and stating the nominees' focus on creative leadership and brand development.

Insights

Corporate Governance Analyst

Activist-style proxy solicitation seeks board change at lululemon.

The filing confirms a coordinated solicitation: a Definitive Proxy Statement and a GOLD universal proxy card have been furnished to shareholders to support a specific slate of director nominees and a business proposal for the 2026 Annual Meeting. The participants updated Item 4 of their Schedule 13D via Amendment No. 20.

Success depends on shareholder support and any company responses; subsequent disclosures and the company proxy materials will clarify competing proposals and voting recommendations.

Investor Relations Specialist

Messaging emphasizes creative leadership and product focus as rationale for board change.

The May 6, 2026 open letter (filed as Exhibit 99.1) frames the nominees' qualifications in brand development and creative leadership, arguing these traits address alleged value decline. The letter is incorporated by reference into the Schedule 13D amendment.

Shareholders should compare the participants' proxy materials with the company’s response when available; timing and vote outcomes are tied to the 2026 Annual Meeting schedule.

Key Figures

Amendment number: Amendment No. 20 Open letter date: May 6, 2026 Schedule 13D filing date: May 8, 2026 +1 more

4 metrics

Amendment number Amendment No. 20 Schedule 13D update to Item 4

Open letter date May 6, 2026 May 6 open letter filed as Exhibit 99.1

Schedule 13D filing date May 8, 2026 Amendment No. 20 to Schedule 13D filed

Target meeting 2026 Annual Meeting Meeting at which nominees and business proposal will be voted on

Key Terms

Definitive Proxy Statement, GOLD universal proxy card, Schedule 13D Item 4

3 terms

Definitive Proxy Statement regulatory

"filed a definitive proxy statement and accompanying GOLD universal proxy card"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

GOLD universal proxy card financial

"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 Item 4 regulatory

"filed Amendment No. 20 to their Schedule 13D, which included the following update to Item 4"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

lululemon athletica inc.

(Name of Registrant as Specified In Its Charter)

Dennis J. 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.

Laura Gentile

Eric Hirshberg

Marc Maurer

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dennis J. Wilson, together with the other participants named herein, has filed a definitive proxy statement (the “Definitive Proxy Statement”) and accompanying GOLD universal proxy card with the U.S. Securities and Exchange Commission (the “SEC”) to be used to solicit proxies for the election of his slate of highly qualified director candidates at the 2026 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2026 Annual Meeting”) of lululemon athletica inc. (the “Company”), and for the approval of a business proposal to be presented at the 2026 Annual Meeting.

On May 8, 2026, Mr. Wilson, together with the other Participants named herein, filed Amendment No. 20 to their Schedule 13D, which included the following update to Item 4 of Schedule 13D:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 6, 2026, Mr. Wilson issued an open letter to shareholders of the Issuer (the “May 6 Open Letter”), a copy of which is attached as Exhibit 99.1 to this Amendment, setting forth his views on the characteristics of a successful creative business, which include inspiring the core customer, focusing on technical details when developing products, driving disruption, cultivating a culture that prioritizes experimentation and innovation, and emphasizing creativity at the board level. The May 6 Open Letter also expressed Mr. Wilson’s belief that the Nominees, based on their individual and collective experience in brand development, creative leadership and focused marketing, would bring fresh perspectives to help restore confidence and stop the current pattern of value destruction at the Issuer, if elected to the Board. The information contained in Exhibit 99.1 of this Amendment is incorporated herein by reference.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Mr. Wilson, together with the other Participants (as defined below), has filed the Definitive Proxy Statement and accompanying GOLD Universal Proxy Card with the SEC to be used to solicit proxies from the shareholders of the Company in connection with the 2026 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 2026 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 have been furnished to some or all of the Company’s shareholders and, along with other relevant documents, are available at no charge on the SEC’s website at https://www.sec.gov/.

FAQ

What did Dennis J. Wilson file regarding LULU's 2026 Annual Meeting?

He and the other participants filed a Definitive Proxy Statement and a GOLD universal proxy card to solicit votes for their director slate and a business proposal for the 2026 Annual Meeting. The materials were furnished to shareholders and filed with the SEC.

What update was made in Amendment No. 20 to the Schedule 13D?

Amendment No. 20 updated Item 4 (Purpose of Transaction) and incorporated a May 6, 2026 open letter as Exhibit 99.1 outlining the nominees' qualifications and the participants' rationale for board changes at lululemon.

Who are the participants listed in the solicitation?

The participants include Dennis J. Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, related entities, and individuals including Shannon Wilson, Laura Gentile, Marc Maurer, and Eric Hirshberg, among others named in the filing.

Where can shareholders find the proxy materials for LULU's 2026 Annual Meeting?

The Definitive Proxy Statement and GOLD universal proxy card are available at no charge on the SEC website at https://www.sec.gov/, and shareholders are urged to read those materials before voting at the 2026 Annual Meeting.