Wilson-backed slate nominates 3 directors at lululemon (NASDAQ: LULU) ahead of CEO pick
Rhea-AI Filing Summary
lululemon athletica inc. files a Schedule 14A proxy solicitation from Dennis J. "Chip" Wilson and affiliated participants to nominate three director candidates and seek shareholder approval of a business proposal at the 2026 annual meeting. The participants, who together are deemed to beneficially own 9,904,856 shares (including 5,115,961 special voting shares on a fully-converted basis), state they will furnish a definitive proxy statement and a GOLD universal proxy card to solicit proxies for election of Marc Maurer, Laura Gentile and Eric Hirshberg and call for board refreshment prior to appointment of a new CEO. The participants reference an amendment to Schedule 13D filed March 9, 2026 and public outreach materials dated March 12, 2026.
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Insights
Activist slate filed a proxy solicitation calling for board refreshment and nominated three independent directors.
The filing states the participants will furnish a definitive Schedule 14A and a GOLD universal proxy card to solicit votes at the 2026 annual meeting. It explicitly names nominees Marc Maurer, Laura Gentile and Eric Hirshberg and links outreach materials dated
The excerpt reports aggregate beneficial ownership of 9,904,856 shares (including 5,115,961 special voting shares) per an amendment to Schedule 13D filed
The participants combine meaningful shareholdings with a public campaign to influence board composition before a CEO selection.
The materials include a press release, LinkedIn post and campaign website cited as exhibits; the solicitation is expressly framed as contingent on shareholder votes at the 2026 Annual Meeting. The statement argues board refreshment is necessary before appointing a new CEO.
Impact depends on proxy turnout, vote allocation using the GOLD card, and any management response; filings to follow will disclose the full solicitation strategy and ownership details from the Schedule 13D amendment.
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 12, 2026, Mr. Wilson issued a press release, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, and posted material to LinkedIn, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. Also on March 12, 2026, Mr. Wilson updated his website, CreativityFirstlulu.com, a copy of which is attached hereto as Exhibit 3 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 9, 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 to lululemon CEO Candidates: Beware a Board Unfit to Support Visionary Leadership
New Open Letter Announces Wilson’s Message on the Value of Board Refreshment Ahead of CEO Selection
VANCOUVER, B.C., March 12, 2026 /PRNewswire/ — Chip Wilson, Founder of lululemon athletica inc. (NASDAQ: LULU) (“lululemon” or the “Company”) and one of lululemon’s largest shareholders, today issued a letter to leaders in the retail and apparel space who may consider becoming lululemon’s next Chief Executive Officer.
To Leaders of Technical Apparel Interested in Becoming the Next CEO of lululemon:
There are few people who are stronger advocates for technical apparel than I am. To this day, I have an unending passion for every aspect of this space, from leading product reviews to discovering new, innovative brands in the market.
I believe that the lululemon brand is capable of leading our industry once again. Yet any leader considering the CEO position should be laser-focused on the Company’s Board.
After three CEO departures without a successor ready to take the helm, one must consider if the Company’s Board is simply not equipped to support visionary leadership, no matter how qualified an individual may be. Until meaningful change in the boardroom has taken place, success for the new CEO could be a perpetual struggle.
Further, simply selecting a CEO may not solve the problems that continue to plague lululemon. The responsibilities of an effective board are extensive and require the appropriate perspectives, experience and regular refreshment to drive change.
This is why I nominated Marc Maurer, Laura Gentile and Eric Hirshberg to serve as independent directors on the Board. These three candidates bring brand, product and marketing skills that are sorely missing from the Board today.
I want nothing more than the lululemon brand to succeed and I will continue to be a resource for its people. To anyone considering this position, consider whether the current Board can actually answer the following questions effectively:
| 1. | How does the Board define the brand muse and its importance to driving value? Any product leader knows that clarity of the brand muse is essential for success. I believe that the Board needs to appreciate this precision and recommit the brand to the muse. |
| 2. | Will the next CEO be given the opportunity to truly invest in design, innovation and creativity? As the Company has increased its discounting and promotional activities, the brand’s long-term value may be destroyed, as every dollar lost to discounting and promotional activities could have instead been invested in brand expansion. |
| 3. | Will the next leader be empowered to make a tradeoff on investment and margin to deliver the absolute best product over the long-term? The Company needs leadership who appreciates and understands the meaning of ‘premium.’ We have recently seen the fallout from lululemon decentralizing product for the sake of profit. |
| 4. | Why has the Board’s limited refreshment not focused on technical apparel and creative leadership skills to date? The current Board has an average tenure of over 8 years1 with four of the nine directors serving more than ten years. A new CEO should ask the Board whether or not the refreshment strategy includes adding new members focused on product and strategy instead of relying on Board relationships. |
| 5. | Can a new CEO succeed if they are not in the “Advent International, L.P. club”? It is no secret that there are relationships on the Board that strongly call independence into question. Currently, the Board has at least four directors all tied to one private equity firm that does not even have a disclosed ownership stake in lululemon. Three of those four private equity directors either chair critical Board committees or the Board itself. |
| 6. | How does the Board support and invest in internal talent development? The reason the CEO position at lululemon is vacant today is because of the Board’s inability to successfully succession plan. The future of lululemon depends on the talent and leadership of the next generation. A new CEO should be able to trust that a board will empower them to invest in the next generation of the company. |
My career has afforded me the opportunity to experience this space from many angles: as an entrepreneur obsessed with product, vision and strategy, and as a public company Board member providing oversight. What I have found to be true from my experience: to be an effective business leader, you need a board that can guide, support and challenge you to deliver on the company’s vision. Too many leaders fail to realize that an ineffective, dysfunctional board can frustrate, disrupt and, ultimately, prevent success.
Until the Board is refreshed and clearly communicates its path for change, I will continue my unwavering commitment to protect and enhance the enduring strength of the lululemon brand. I hope you will take a few moments to visit www.CreativityFirstlulu.com to learn more about why I believe lululemon needs a refreshed Board ahead of the appointment of a new CEO.
Best,
Dennis J. “Chip” Wilson
Founder of lululemon athletica inc.
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 9, 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.
Footnote:
| 1. | lululemon Board of Directors Average Tenure. 2025 Company Filing. |
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
lululemon is at a turning point – and the Board must be refreshed. We have nominated three independent director candidates, Marc Maurer, Laura Gentile and Eric Hirshberg, and are calling for the Board to be refreshed before a new CEO is chosen, Bringing a fresh perspective to the boardroom is needed to create long-term shareholder value. lulu has the potential to lead again – but only with leadership willing to change the status quo and drive the Company forward. I believe that the lululemon brand is capable of leading our industry once again. Yet any leader considering the CEO position should be laser-focused on the Company’s Board.
Exhibit 3
PRESS RELEASES Chip Wilson to lululemon CEO Candidates: Beware a Board Unfit to Mar 12, 2026 REAOMORE /I Support Visionary Leadership Mar 5, 2026 Chip Wilson Launches Website in Campaign for Change at lululemon REAOMORE 71 feb 27, 2026 Chip Wilson Provides Update to lululemon Shareholders READ MORE 7I Chip WIison Nominates Three Independent Director Candidates for Dec 29, 2025 REAOMORE /I Election to the lululemon at1letica inc. Board of Directors Dec 12, 2025 Chip Wilson Comments on Leadership Change at lululemon REAOMORE 71 CREATIVITY luluemon FIRST Media Contact Val Mack val.mack@fticonsulting.com Pat Tucker Pat.tucker@fticonsulting.com Investor Contact For more information, shareholders should contact Innisfree
FAQ
What is Dennis J. Wilson seeking in the lululemon (LULU) Schedule 14A filing?
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