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 February 27,
2026, Mr. Wilson, together with the other participants named herein, filed Amendment No. 13 to their Schedule 13D, which included the following updates to Item 4 and Item 6 of Schedule 13D, regarding the open letter to shareholders of the
Company issued on February 27, 2026:
| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
On February 27, 2026, Mr. Wilson issued an open letter to shareholders of the Issuer (the “February Open
Letter”), a copy of which is attached as Exhibit 99.1 to this Amendment, setting forth his views that the Issuer’s long overdue response to his constructive framework did not reflect serious engagement toward arriving at a resolution
that puts the Issuer in the best position to unlock value for the benefit of all shareholders, and expressing concerns about the Board’s independence, which he believes underscores the need for meaningful Board refreshment endorsed by the
Issuer’s shareholders to effectuate substantial change. The information contained in Exhibit 99.1 of this Amendment is incorporated herein by reference.
Following the issuance of the February Open Letter, also on February 27, 2026, the Issuer released a responsive
public statement, which the Reporting Persons believe both misstates the factual background of the interactions between the Issuer and Mr. Wilson and demonstrates the startling depth of the Board’s entrenchment mindset. The Reporting
Persons believe that if the Board actually desired to reach a constructive resolution with Mr. Wilson, instead of issuing a reactive and defensive statement, the Board would have taken more time to reflect on the factual and reasonable
criticism in the February Open Letter and come to the conclusion that the urgent and immediate change advocated by Mr. Wilson is in the best interests of the Issuer and all of its shareholders.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 6 is hereby amended and supplemented as follows:
On January 28, 2026, Mr. Wilson submitted a books and records demand to the Issuer that is customary to make in
proxy contests under Section 220 of the Delaware General Corporation Law. Mr. Wilson has entered into an administerial and traditional agreement in connection with such demand.
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.
