Dennis J. Wilson seeks board seats at lululemon

Dennis J. Wilson and affiliated participants are soliciting proxies at lululemon athletica inc.

Rhea-AI Filing Summary

Dennis J. Wilson and affiliated participants are soliciting proxies at lululemon athletica inc. They intend to file a definitive Schedule 14A and furnish a GOLD universal proxy card to nominate a slate of director candidates and propose a business proposal for the 2026 annual meeting.

The Participants state aggregate beneficial ownership of 9,904,856 shares, including 5,115,961 shares of special voting stock paired with exchangeable Canadian shares, and reference a prior Schedule 13D amendment dated March 30, 2026.

Insights

Corporate Governance Analyst

Activist proxy solicitation filed by a substantial shareholder group seeks board change at lululemon.

The Participants plan a formal proxy contest using a GOLD universal proxy card and will submit a definitive Schedule 14A describing nominees and a business proposal. They disclose aggregate beneficial ownership of 9,904,856 shares, with 5,115,961 special voting shares noted as paired with exchangeable Canadian shares.

Key dependencies include the Definitive Proxy Statement and the shareholders' reception of the GOLD universal proxy card; timing and voting outcomes are tied to the 2026 annual meeting schedule.

Key Figures

Aggregate beneficial ownership: 9,904,856 shares Special voting stock paired amount: 5,115,961 shares Schedule 13D amendment date: March 30, 2026

3 metrics

Aggregate beneficial ownership 9,904,856 shares aggregate held by all Participants as stated in the filing

Special voting stock paired amount 5,115,961 shares shares of special voting stock paired with exchangeable Lulu Canadian Holding shares

Schedule 13D amendment date March 30, 2026 date of Schedule 13D amendment referenced for participant interests

Key Terms

GOLD universal proxy card, Schedule 13D, special voting stock paired with exchangeable shares

3 terms

GOLD universal proxy card regulatory

"to be used to solicit proxies from the shareholders of the Company"

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.

Schedule 13D regulatory

"amendment to Schedule 13D filed by the Participants with the SEC on March 30, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

special voting stock paired with exchangeable shares market

"5,115,961 are shares of the Company’s special voting stock paired with an equal number of exchangeable shares"

FAQ

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

What is Dennis J. Wilson proposing in the Schedule 14A for LULU?

He is soliciting shareholder proxies to elect his slate of director candidates and to approve a business proposal. The filing says a definitive Schedule 14A and a GOLD universal proxy card will be furnished for the 2026 annual meeting.

How many lululemon shares do the Participants report beneficially owning?

The Participants report aggregate beneficial ownership of 9,904,856 shares. The filing notes 5,115,961 of those are special voting shares paired with exchangeable Lulu Canadian Holding shares.

What materials did Mr. Wilson publicly post on April 8, 2026?

He posted materials to social media and publicly displayed materials on a mobile billboard on April 8, 2026. Copies are attached as Exhibit 1 and Exhibit 2 to the filing.

Where can shareholders find the definitive proxy statement and proxy card?

The definitive Schedule 14A and GOLD universal proxy card will be furnished to shareholders and will be available free on the SEC website. The filing references access at https://www.sec.gov/.

What prior disclosure details support the Participants' ownership claim?

The filing references an amendment to Schedule 13D filed March 30, 2026 that describes Participants and their direct or indirect interests. That Schedule 13D provides ownership detail cited in this proxy filing.

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

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Accepted by SEC EDGAR 04/08/2026 - 05:15 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, 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 April 8, 2026, Mr. Wilson posted materials to social media, copies of which are attached hereto as Exhibit 1 and incorporated herein by reference. Also on April 8, 2026, Mr. Wilson publicly displayed materials on a mobile billboard, copies of which are 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 30, 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

X

LinkedIn

Facebook

Instagram

Exhibit 2

[Footnote Transcript]

“* The day before Chip Wilson published an ad in The Wall Street Journal”