Wilson files proxy to elect slate at Lululemon

Rhea-AI Filing Summary

Dennis J. Wilson and affiliated participants filed a Definitive Proxy Statement and GOLD universal proxy card to solicit votes to elect their slate of director candidates and to seek approval of a business proposal at lululemon athletica inc.'s 2026 annual meeting. The filing notes Amendment No. 21 to a Schedule 13D dated May 20, 2026 and references a May 18, 2026 press release that discusses negotiation terms, including support for the issuer's eight key terms and mention that customary settlement terms appeared in 14 of the last 20 agreements referenced. The Participants are listed and the Definitive Proxy Statement and GOLD universal proxy card have been furnished to shareholders and are available on the SEC website.

Insights

Corporate Governance Analyst

Activist filing seeks to replace directors via a furnished definitive proxy and GOLD universal card.

The filing states that Dennis J. Wilson and named participants have submitted a Definitive Proxy Statement and GOLD universal proxy card to solicit proxies for election of their director slate and approval of a business proposal at the 2026 annual meeting. It references Amendment No. 21 to a Schedule 13D and a May 18, 2026 press release describing negotiation points and support for eight key terms.

The outcome depends on shareholder voting and any further engagement between Mr. Wilson and the Board; timing and vote results are not provided in the excerpt and subsequent filings will report final results.

Key Figures

Amendment to Schedule 13D: Amendment No. 21 Press release date: May 18, 2026 Key terms supported: 8 key terms +1 more

4 metrics

Amendment to Schedule 13D Amendment No. 21 Schedule 13D Item 4 update filed May 20, 2026

Press release date May 18, 2026 Press release attached as Exhibit 99.1 to the Amendment

Key terms supported 8 key terms Mr. Wilson expressed support for issuer's eight key terms in negotiations

Settlement precedents cited 14 of the last 20 Press release noted customary terms appeared in at least 14 of 20 recent settlement agreements

Key Terms

GOLD universal proxy card, Schedule 13D, Definitive Proxy Statement, replacement rights

4 terms

GOLD universal proxy card regulatory

"the Definitive Proxy Statement and accompanying GOLD universal proxy card"

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

"filed Amendment No. 21 to their Schedule 13D, which included the following update to Item 4"

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.

Definitive Proxy Statement regulatory

"has filed the Definitive Proxy Statement and accompanying GOLD Universal Proxy Card"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

replacement rights other

"align the proposed framework with customary terms such as replacement rights and an expense reimbursement"

FAQ

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

What action did Dennis J. Wilson take in the LULU proxy filing?

He and affiliated participants filed a Definitive Proxy Statement and furnished a GOLD universal proxy card to solicit votes for director elections and a business proposal at the 2026 annual meeting.

Which participants joined Dennis J. Wilson in the solicitation for LULU?

The Participants include Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Five Boys Investments ULC, Shannon Wilson, and others named in the filing as soliciting proxies.

What updates to Schedule 13D are noted in the filing?

The filing references Amendment No. 21 to the Schedule 13D, dated May 20, 2026, amending Item 4 (Purpose of Transaction) and incorporating a May 18, 2026 press release as Exhibit 99.1.

What negotiation terms did Mr. Wilson reference in the May 18 press release?

The press release stated Mr. Wilson's support for the issuer's eight key terms and mentioned customary provisions such as replacement rights and expense reimbursement, citing similar language in 14 of the last 20 referenced settlement agreements.

Where can shareholders find the Definitive Proxy Statement and proxy card?

The filing states the Definitive Proxy Statement and GOLD universal proxy card have been furnished to shareholders and are available at no charge on the SEC website at https://www.sec.gov/.

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

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Accepted by SEC EDGAR 05/21/2026 - 05:16 PM EDT 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 20, 2026, Mr. Wilson, together with the other participants named herein, filed Amendment No. 21 to their Schedule 13D, which included the following update to Item 4 of Schedule 13D:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 18, 2026, Mr. Wilson issued a press release (the “May 18 Press Release”), a copy of which is attached as Exhibit 99.1 to this Amendment, setting forth details of his recent negotiations with the Issuer. The May 18 Press Release highlighted Mr. Wilson’s support for the eight key terms proposed by the Issuer as part of a potential resolution, and detailed Mr. Wilson’s responses to other items in the Issuer’s proposal, including to align the proposed framework with customary terms such as replacement rights and an expense reimbursement. The May 18 Press Release noted that such customary terms are so common that they are included in at least 14 of the last 20 settlement agreements that other clients of the Issuer’s counsel have entered into in similar situations. The May 18 Press Release also expressed Mr. Wilson’s willingness to continue a constructive dialogue with the Board to effect a resolution and his readiness to act in the best interests of all shareholders, whether through a vote at the Annual Meeting or a constructive resolution with the Issuer. The information contained in Exhibit 99.1 of this Amendment is 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/.