Lululemon proxy fight launched by Dennis J. Wilson

lululemon athletica inc. shareholders face a contested 2026 annual meeting.

Accepted by SEC EDGAR 03/10/2026 - 05:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

lululemon athletica inc. shareholders face a contested 2026 annual meeting. Dennis J. Wilson and affiliated Participants state they will file a Definitive Proxy Statement and a GOLD universal proxy card to solicit proxies for the election of their slate of director nominees and for approval of a business proposal.

The Participants disclose collective beneficial ownership of 9,904,856 shares of Common Stock, of which 5,115,961 are special voting stock paired with exchangeable shares on a fully-converted basis, and have launched the campaign website CreativityFirstlulu.com presenting governance and strategic priorities and naming three nominated independent director candidates.

Insights

Corporate Governance Strategist

Activist group files a full proxy campaign and discloses near-10M-share stake.

The Participants are launching a shareholder solicitation using a Definitive Proxy Statement and a GOLD universal proxy card to elect three independent director nominees and propose a business measure for the 2026 Annual Meeting.

The excerpt shows aggregate beneficial ownership of 9,904,856 shares (including 5,115,961 special voting shares on a fully-converted basis). Subsequent filings will detail voting recommendations, solicitation plans, and any supporting agreements; timing and cash‑flow treatment are not described in the provided excerpt.

FAQ

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

What action are Dennis J. Wilson and affiliates taking at LULU?

They are filing a Definitive Proxy Statement and GOLD universal proxy card to solicit proxies for the 2026 annual meeting. The solicitation seeks election of three independent director nominees and approval of a business proposal, and will be distributed to shareholders with additional disclosure.

How many lululemon shares do the Participants report beneficially owning?

The Participants report beneficial ownership of 9,904,856 shares of Common Stock in the aggregate. Of those, 5,115,961 are special voting stock paired with exchangeable shares on a fully‑converted basis, as disclosed in their Schedule 13D amendment.

Who are the director nominees named by the campaign?

The campaign highlights three independent director candidates: Marc Maurer, Laura Gentile, and Eric Hirshberg. The Definitive Proxy Statement will provide biographical details, qualifications, and any supporting statements for each nominee.

Where can shareholders find the proxy materials and more information?

The Definitive Proxy Statement and GOLD universal proxy card will be available at no charge on the SEC website. The Participants reference an Amendment to Schedule 13D filed March 9, 2026, which contains information about their interests and is accessible via www.sec.gov.

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

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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 9, 2026, Mr. Wilson, together with the other participants named herein, filed Amendment No. 14 to their Schedule 13D, which included the following update to Item 4 of Schedule 13D, regarding the launch of the campaign website, CreativityFirstlulu.com, on March 5, 2026:

Item 4. Purpose of Transaction

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

On March 5, 2026, Mr. Wilson issued a press release, a copy of which is attached as Exhibit 99.1 to this Amendment, announcing the launch of the campaign website CreativityFirstlulu.com (the “Creativity First lulu Website”). The Creativity First lulu Website sets forth certain steps that Mr. Wilson believes the Issuer should take to restore investor confidence, including empowering creative leadership, rebuilding the knowledge and systems that can deliver products more quickly, avoiding chasing revenue at the expense of brand value, and recommitting to the Issuer’s original muse. The Creativity First lulu Website also highlights Mr. Maurer, Ms. Gentile, and Mr. Hirshberg as the three highly qualified independent director candidates that Mr. Wilson has nominated for election to the Board at the Annual Meeting. 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), 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.