Chip Wilson mounts proxy bid at lululemon (NASDAQ: LULU) ahead of 2026 meeting

Rhea-AI Filing Summary

lululemon athletica inc. is facing a shareholder proxy solicitation led by Dennis J. "Chip" Wilson and affiliated participants seeking to elect their slate of director nominees and approve a business proposal at the 2026 Annual Meeting. The participants state they will file a Definitive Proxy Statement on Schedule 14A and an accompanying GOLD Universal Proxy Card to solicit proxies.

By virtue of their Schedule 13(d) group relationship, the Participants are deemed to beneficially own 9,904,856 shares of common stock, of which 5,115,961 are special voting shares paired with exchangeable Canadian shares, as disclosed in a Schedule 13D amendment filed March 16, 2026. The participants attached a press release and campaign website materials as Exhibits 1 and 2.

Insights

Corporate Governance Expert

Proxy contest initiated to refresh board composition and press governance changes.

Chip Wilson and a group of affiliated holders state an intention to solicit proxies using a Definitive Proxy Statement and a GOLD Universal Proxy Card. They report a combined beneficial ownership of 9,904,856 shares, with 5,115,961 special voting shares paired to Canadian exchangeable shares, per a Schedule 13D amendment filed March 16, 2026.

The outcome depends on turnout and vote splitting at the 2026 Annual Meeting; subsequent filings will show the exact mechanics and any contested director elections. Future disclosures may detail votes, engagements, or settlements as the solicitation proceeds.

Activist Investor Strategist

Shareholder group is pursuing board change via a public campaign and proxy solicitation.

The Participants released a press statement and campaign website materials and will furnish a Definitive Proxy Statement to shareholders, signaling a formal, public activism push. Their Schedule 13D amendment identifies the Participants as a coordinated group holding 9,904,856 shares.

Key dependencies include shareholder receptivity to the nominees and any board responses; filings and proxy materials will clarify proposed director backgrounds, the business proposal, and voting recommendations ahead of the 2026 Annual Meeting.

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 18, 2026, Mr. Wilson issued a press release, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, and updated his campaign website, www.CreativityFirstlulu.com, a copy of which is attached hereto as Exhibit 2 and 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 16, 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.

Exhibit 1

Chip Wilson Comments on lululemon’s Board Changes and Fourth Quarter and Full Year Fiscal 2025 Results

VANCOUVER, B.C., March 18, 2026 /PRNewswire/ — Chip Wilson, Founder of lululemon athletica inc. (NASDAQ: LULU) (“lululemon” or the “Company”) and one of lululemon’s largest shareholders, today issued the following statement regarding the Company’s announcement of Board refreshment and fourth quarter and full year results.

“As I have communicated publicly and privately for the past several months, lululemon is in dire need of significant and substantial refreshment of the board of directors. Yesterday’s announcement that David Mussafer, an overly long-tenured director with more than 14 years of total service on the Board, will not seek re-election, is another step of welcome change. His influence on the Board has long impeded change, as I indicated in my February 27 letter to lululemon shareholders. I am hopeful his departure will allow the Board to act with clarity and speed,” said Wilson. “It is our expectation that Mr. Mussafer will now step back from his involvement in director refreshment efforts, the CEO selection process and shareholder engagement. It would be highly unusual and inappropriate for a retiring director to be guiding or actively involved in strategic matters.”

Wilson continued, “I want to be clear that while yesterday’s announcement is a step in the right direction, glaring governance deficiencies remain. The Board still includes three directors tied to the private equity firm led by Mr. Mussafer, a firm that does not even have a disclosed ownership stake in lululemon. I am prepared to continue the effort for as long as necessary to effectuate the quantum of change required to return lululemon to its premium position.”

“Once again, lululemon’s quarterly and annual results show the severity and significance of the change I believe is necessary now,” said Wilson. “Fourth quarter 2025 Americas comparable sales represent the eighth consecutive quarter of decreased or flat results, and the outlook for fiscal year 2026 indicates no meaningful change in trajectory. The Company has not instilled any confidence in its shareholders that change will happen urgently, or in the near term based on the financial results announced today, marking yet another reason directors must be elected annually, starting at the 2026 Annual Meeting of Shareholders.”

“Finally, the appointment of the new director to the Board, Chip Bergh, was underwhelming given the Board has indicated previously that highly qualified directors it had identified declined to join the Board until this proxy contest is settled. Bergh’s resume from the companies he has led and on whose boards he has served have struggled for years against their peers. We would have voiced our concerns prior to this announcement, however, the lululemon Board did not engage with us nor invite us to meet with Bergh during his interview process. That said, we remain confident that significant change is still needed at the Board level before a new CEO can be selected. I am hopeful that the Board is in alignment with that sequencing, as the Company has yet to appoint a new CEO. The three highly qualified, creative-first leaders I have put forth as nominees bring unmatched brand and marketing expertise and are the change agents needed. I look forward to engaging with the Board so that the future of lululemon is indeed one of growth for all shareholders.”

Shareholders are encouraged to visit www.CreativityFirstlulu.com to review the need for change and learn about Wilson’s nominees.

Certain Information Concerning the Participants

Dennis J. “Chip” Wilson, together with the other Participants (as defined below), intends to file with the U.S. Securities and Exchange Commission (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 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 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 on an amendment to Schedule 13D filed by the Participants with the SEC on March 16, 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.

Contacts

Media

Val Mack, val.mack@fticonsulting.com

Pat Tucker, pat.tucker@fticonsulting.com

Investors

Scott Winter, Gabrielle Wolf

Innisfree M&A Incorporated

(212) 750-5833

SOURCE Chip Wilson

Exhibit 2

FAQ

What action is Chip Wilson taking regarding lululemon (LULU)?

He is launching a proxy solicitation to elect his slate of directors and propose a business proposal at the 2026 meeting. The group says it will file a Definitive Proxy Statement on Schedule 14A and use a GOLD Universal Proxy Card to solicit shareholder votes.

How many lululemon shares do the Participants report beneficially owning?

The Participants state combined beneficial ownership of 9,904,856 shares of lululemon common stock. The filing notes that 5,115,961 of those are special voting shares paired with exchangeable Canadian shares.

Where can shareholders find the Participants' proxy materials for LULU?

Materials will be available without charge on the SEC website at www.sec.gov and via the Definitive Proxy Statement. The Participants also posted a campaign site and attached a press release as Exhibits 1 and 2.

What is the next formal step in the proxy contest for lululemon (LULU)?

The Participants will file and furnish a Definitive Proxy Statement and GOLD Universal Proxy Card to solicit proxies for the 2026 Annual Meeting. Subsequent proxy materials will detail nominees and voting instructions.