Chip Wilson files proxy statement seeking 2 board seats

Chip Wilson and allied participants filed a definitive proxy statement and GOLD universal proxy card to solicit votes at lululemon athletica inc.'s 2026 annual meeting.

Rhea-AI Filing Summary

Chip Wilson and allied participants filed a definitive proxy statement and GOLD universal proxy card to solicit votes at lululemon athletica inc.'s 2026 annual meeting. The filing discloses settlement negotiations between Mr. Wilson and the Board, a term‑by‑term table comparing lululemon's May 13 proposal and Mr. Wilson's May 14 responses, and a public statement dated May 18, 2026. Key elements discussed include appointment of 2 new directors from Mr. Wilson's slate, a mutually agreeable 3rd director, declassification timing, a proposed 2‑year standstill, voting commitments, non‑solicit and expense reimbursement provisions, and proposals for regular meetings and an advisory brand product council.

Insights

Corporate Governance Specialist

Proxy contest centers on board composition, declassification, and a two‑year standstill.

The filing details a negotiated term sheet: 2 directors from Mr. Wilson's slate, a 3rd director mutually agreed, and immediate or staged declassification proposals. These are standard settlement topics in activist engagements and focus on board control and governance structure.

Risks hinge on shareholder votes at the 2026 annual meeting and whether parties reach a binding settlement; subsequent disclosures and definitive settlement language will determine enforceability and timing for any director appointments.

Shareholder Engagement Analyst

Negotiation terms include governance changes and typical settlement mechanics such as standstill and expense reimbursement.

The excerpts record differences on timing for appointments, replacement rights, committee assignments, and whether expense reimbursement and non‑solicit language align with market practice. Mr. Wilson emphasizes quarterly meetings and an advisory brand product council for ongoing engagement.

Outcome depends on shareholder voting and whether the Board formalizes the principal terms into a binding agreement; filings show active solicitation using the GOLD universal proxy card for the 2026 meeting.

Key Figures

Filing date referenced: May 18, 2026 Wilson nominees to join Board: 2 new directors Mutually agreeable director: 1 director +2 more

5 metrics

Filing date referenced May 18, 2026 Press release date and filing exhibit

Wilson nominees to join Board 2 new directors Appointment following 2026 Annual Meeting

Mutually agreeable director 1 director Third director picked by lululemon and approved by Mr. Wilson

Standstill length proposed 2‑year standstill Term discussed in settlement table

Meeting targeted 2026 Annual Meeting Event for election and proposal votes

Key Terms

GOLD Universal Proxy Card, standstill, declassification, non‑solicit provision

4 terms

GOLD Universal Proxy Card regulatory

"accompanying GOLD Universal Proxy Card to be used to solicit proxies"

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.

standstill corporate

"Length of Standstill Agreement | 2‑years (until nominations for the ‘28 AGM)"

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

declassification corporate

"Declassification of the Board | Recommend shareholders vote “FOR” Mr. Wilson’s non‑binding declass proposal"

non‑solicit provision legal

"Non‑Solicit Provision | Mr. Wilson prohibited from soliciting/inducing any employee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the LULU proxy filing by Chip Wilson request for the 2026 meeting?

The filing requests shareholder support to elect Mr. Wilson’s slate and approve a business proposal, using a GOLD universal proxy card. It outlines proposed governance changes including 2 new directors, a mutually agreed 3rd director, and declassification timing.

Which settlement terms did lululemon propose and how did Mr. Wilson respond?

lululemon proposed eight principal terms on May 13, 2026; Mr. Wilson agreed in principle on May 14, 2026 while seeking adjustments to timing, observer status, replacement rights, committee roles, and expense reimbursement. The filing includes a side‑by‑side table.

Does the filing state how long a standstill would last in a potential agreement?

The filing references a proposed 2‑year standstill, with Mr. Wilson proposing the second year depend on Board renominating the new directors. Exact binding terms remain subject to a formal settlement agreement if reached.

Where can LULU shareholders read the full proxy materials and GOLD universal proxy card?

The filing states the Definitive Proxy Statement and GOLD universal proxy card are available free on the SEC website at https://www.sec.gov/. Shareholders are urged to read those materials and any amendments before voting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 05:25 PM Learn about SEC filing dates

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 18, 2026, Mr. Wilson issued a press release, a copy of which is attached hereto as Exhibit 1 and 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/.

Exhibit 1

Chip Wilson Issues Statement and Shares Details of Negotiations with lululemon

Wilson Stands Ready to Reach Agreement on Principal Terms Provided by lululemon

VANCOUVER, BC, May 18, 2026 /PRNewswire/ — Chip Wilson, Founder of lululemon athletica inc. (NASDAQ: LULU) (“lululemon” or the “Company”) and one of lululemon’s largest shareholders, today released the following statement regarding recent settlement discussions with lululemon’s Board of Directors (the “Board”).

“There is no reason why we cannot reach a resolution to this fight quickly. The Board has not provided me with detail on where our disagreements lie right now, but as of Friday last week, we seemed to be in full agreement on the principal terms. I remain undeterred and willing to be constructive. I am confident in the skillsets of our highly qualified independent nominees that bring unmatched brand and marketing expertise. I stand ready to do what is best for all shareholders of lululemon with this campaign, be it a vote or resolution with the Board. All shareholders expect us to be practical, collaborative and focused on doing what is right for unlocking value,” said Mr. Wilson.

Mr. Wilson continued, “My focus remains on making sure lululemon has the right skills on the Board, that brand/product expertise is prioritized and that lululemon returns to form. The notion I want to dictate strategy to lululemon is just wrong. I’m a passionate investor in lululemon and across the technical apparel space, I feel my experience can be helpful to the businesses I invest in and I am proud of our success. As I told Chip Bergh over email, my hope is simply to have a regular dialogue like any large shareholder.”

In a May 13 email copying Marti Morfitt, Chip Bergh proposed on behalf of the Board eight principal terms. Those terms as directly stated by Mr. Bergh are:

• We (lululemon) choose and appoint two of your nominees to the Board after the AGM.

• We agree to one additional mutually agreed director between now and October.

• One incumbent director will step down at the 2027 AGM.

• We (lululemon) will add your 2 nominees to our CRSG committee.

• We (lululemon) will create a product/brand advisory council and appoint your third nominee to this council.

• We (lululemon) will accept your declassification proposal and recommend a vote “for” on the proxy.

• We (lululemon) require a 2-year standstill and non-disparagement and expect you to vote with the board for the 2-year period.

• Mutually agreed press release.

Mr. Wilson responded on May 14 and agreed to the eight key terms in principle while providing further detail on items like director appointment timing and rejecting the notion of “pocket resignations” for his nominees. Other items were to align to market standard terms, such as replacement rights and expense reimbursement. These are very common terms – so much so that they are included in at least 14 of the last 20 settlement agreements that other clients of lululemon’s counsel have entered into in similar situations¹. Mr. Wilson also requested regular meetings between members of the Board that would be conducted similar to engagement with any shareholder and is entirely customary for a large, active shareholder.

Mr. Wilson continues stands by his support for the eight principal terms and is willing to engage in constructive dialogue with the Board to affect this settlement.

For the sake of shareholders having full transparency, a detailed table of lululemon’s term sheet and Mr. Wilson’s response is provided below.

Term		LULU Proposal (5/13/26)		Mr. Wilson Proposal (5/14/26)
Appointment of Wilson Nominees		2 new directors from Mr. Wilson’s nominees to join the Board following the 2026 Annual Meeting. Silent on which classes they’d join (In LULU’s previous April 12th proposal, LULU proposed new director join the Board immediately)		Mr. Wilson agreed, but since LULU did not want the new directors in the ‘26 class, Mr. Wilson proposed making the nominees Board observers until the ‘26 AGM and then putting them into the ‘27 class
Appointment of Mutually Agreeable Director		A 3rd new director appointed, picked by LULU and approved by Mr. Wilson		Mr. Wilson agreed, but 3rd new director picked by LULU from a list of candidates created by Mr. Wilson
Replacement Directors		None		Mr. Wilson proposed standard right to replace any new director who leaves the Board during the agreement
Board Departures		2 incumbent directors won’t stand for re-election at the ‘26 AGM, and another wouldn’t stand at the ‘27 AGM		Mr. Wilson agreed
Board Committees		New directors appointed from Mr. Wilson’s nominees would sit on the Corporate Responsibility, Sustainability and Governance Committee		Mr. Wilson agreed
Advisory Brand Product Council		LULU would establish an advisory brand product council that includes the Wilson nominee who doesn’t get appointed to the Board; and Mr. Wilson could suggest additional council members		Mr. Wilson agreed, and proposed who from LULU would join the council, and that Mr. Wilson and a representative would meet quarterly with the council (to extent it doesn’t violate applicable law)
Quarterly Meetings with Mr. Wilson		None		Mr. Wilson requested quarterly meetings between LULU and Mr. Wilson and a representative, so Mr. Wilson may share his ideas on product, brand and culture. (Meetings wouldn’t feature material non-public information)
Declassification of the Board		Recommend shareholders vote “FOR” Mr. Wilson’s non-binding declass proposal at ‘26 AGM and if the proposal passes, LULU would submit a binding declass proposal at ‘27 AGM		Mr. Wilson agreed, and proposed immediate declass begin at ‘26 AGM based on a conversation between Mr. Wilson, Marti Morfitt and Chip Bergh last week
Length of Standstill Agreement		2-years (until nominations for the ‘28 AGM)		Mr. Wilson agreed, and since LULU desired Mr. Wilson’s nominees be appointed after the ‘26 AGM (implying a 1-year term), Mr. Wilson proposed that the second year of the standstill depends on the Board renominating the new directors (i.e., the new directors’ terms matching the multi-year standstill requested by LULU)
Voting Commitment		Commitment by Mr. Wilson to vote with the Board’s recommendations on all proposals		Mr. Wilson agreed, except for completely market standard voting exceptions (i.e., allowing Mr. Wilson to vote how he wants on extraordinary transactions and with ISS or Glass Lewis recommendations on non-director election/removal proposals)
Non-Solicit Provision		Mr. Wilson prohibited from soliciting/inducing any employee/independent contractor from terminating or reducing their relationship with LULU (which is off-market and not standard for settlement agreements)		Mr. Wilson agreed, but limited the prohibition to Mr. Wilson intentionally soliciting an employee to terminate his or her relationship with LULU
Expense Reimbursement		No reimbursement for expenses (which is off-market and not standard for settlement agreements)		Mr. Wilson proposed all his expenses be reimbursed (knowing that expense reimbursement is market)

Certain Information Concerning the Participants

Dennis J. “Chip” Wilson, together with the other Participants (as defined below), has filed a definitive proxy statement on Schedule 14A (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 from the shareholders of the Company in connection with the Company’s 2026 Annual Meeting of Shareholders (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 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/.

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

1. SEC Filings of the twenty most recent legal counsel cooperation agreements.

SOURCE Chip Wilson