Wilson Group Seeks Board Seats at lululemon (NASDAQ: LULU) Ahead of 2026 Vote

Rhea-AI Filing Summary

lululemon athletica inc. is the target of a dissident proxy campaign led by Dennis J. Wilson and participating investors seeking to solicit proxies to elect their slate of director candidates and to approve a business proposal at the 2026 Annual Meeting. The Participants state aggregate beneficial ownership of 9,904,856 shares of Common Stock, including 5,115,961 shares of the Company’s special voting stock paired with exchangeable shares on a fully-converted basis. The Participants filed an amendment to Schedule 13D on March 19, 2026 and announced related press releases on March 17, 2026 and March 18, 2026

Insights

Corporate Governance Analyst

Wilson-led group is mounting a formal proxy solicitation ahead of the 2026 annual meeting.

The filing confirms a coordinated solicitation using a GOLD universal proxy card to propose a full slate of director candidates and a business proposal at the 2026 Annual Meeting. The Participants rely on their Schedule 13D filing and press releases dated March 17, 2026 and March 18, 2026 to frame their campaign.

Key dependencies include shareholder response to the proxy materials and the Company’s public communications; subsequent definitive proxy materials and voting results in shareholder disclosures will determine whether the slate or proposal succeeds.

Activist Investor Strategist

The group discloses material stake size and intends an organized solicitation for board change.

The Participants state aggregate beneficial ownership of 9,904,856 shares, which they present as the basis for their campaign. The proxy effort will use a GOLD universal proxy card, a method that permits shareholders to mix-and-match director choices when voting.

Practical outcomes depend on outreach, broker voting mechanics, and the Company’s response; subsequent filings will show the definitive proxy statement and final vote tallies.

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, intends to file a 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 March 19, 2026, Mr. Wilson, together with the other participants named herein, filed Amendment No. 16 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 March 17, 2026, Mr. Wilson issued a press release (the “March 17th Press Release”), a copy of which is attached as Exhibit 99.1 to this Amendment. The March 17th Press Release sets forth a series of questions for the Issuer to address during the Issuer’s fourth quarter and full year fiscal 2025 earnings call, including questions regarding the relationship between discounting and its impact on premium brand value, the decision-making process for product launches, changes made to address product failures, and efforts to remedy underperformance in North American sales. The information contained in Exhibit 99.1 of this Amendment is incorporated herein by reference.

On March 18, 2026, Mr. Wilson issued a press release (the “March 18th Press Release”), a copy of which is attached as Exhibit 99.2 to this Amendment, setting forth Mr. Wilson’s views regarding the Issuer’s announcement of certain Board changes and the Issuer’s fourth quarter and full year fiscal 2025 results. The March 18th Press Release also expresses Mr. Wilson’s views that, while incremental Board refreshment is a step in the right direction, governance issues remain at the Issuer, and coupled with the Issuer’s outlook for fiscal year 2026 indicating no meaningful change in trajectory, underscore the continuing need for substantial refreshment at the Board level. The information contained in Exhibit 99.2 of this Amendment is incorporated herein by reference.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Mr. Wilson, together with the other Participants (as defined below), intends to file with 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 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 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 in an amendment to Schedule 13D filed by the Participants with the SEC on March  19, 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.

FAQ

What is Dennis J. Wilson seeking in the LULU proxy fight?

He seeks to solicit proxies to elect his slate of director candidates and to approve a business proposal at the 2026 Annual Meeting. The Participants will furnish a Definitive Proxy Statement and a GOLD universal proxy card to shareholders.

How many lululemon (LULU) shares do the Participants report owning?

The Participants report aggregate beneficial ownership of 9,904,856 shares of Common Stock, including 5,115,961 special voting shares paired with exchangeable shares on a fully-converted basis, per the Schedule 13D amendment.

When did the Participants update their Schedule 13D for LULU?

The Participants filed Amendment No. 16 to their Schedule 13D on March 19, 2026, which includes the ownership disclosure and incorporates press releases dated March 17 and March 18, 2026.

Where can LULU shareholders find the Participants' proxy materials?

The Definitive Proxy Statement and GOLD universal proxy card will be furnished to shareholders and are available at no charge on the SEC website at https://www.sec.gov/, alongside the Schedule 13D amendment referenced in the filing.