Wilson challenges Lululemon (NASDAQ: LULU) with GOLD universal proxy

Rhea-AI Filing Summary

Dennis J. Wilson and affiliates have filed a definitive proxy statement and a GOLD universal proxy card to solicit votes at the 2026 annual meeting of lululemon athletica inc. The filing, including Amendment No. 18 to a Schedule 13D, seeks election of three director nominees and a proposal to declassify the board.

Key Figures

Annual meeting: 2026 annual meeting Schedule 13D amendment: Amendment No. 18 Proxy filing date: April 10, 2026 +1 more

4 metrics

Annual meeting 2026 annual meeting meeting for which proxies are being solicited

Schedule 13D amendment Amendment No. 18 filed April 14, 2026 updating Item 4

Proxy filing date April 10, 2026 date the definitive proxy statement and GOLD proxy card were filed

Director nominees 3 nominees Laura Gentile, Eric Hirshberg, Marc Maurer proposed for election

Key Terms

GOLD universal proxy card, Schedule 13D, declassify the Board

3 terms

GOLD universal proxy card regulatory

"filed a 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. 18 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.

declassify the Board corporate governance

"requests that the Issuer take all necessary steps to declassify the Board"

Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.

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 (as defined below), 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 April 14, 2026, Mr. Wilson, together with the other Participants named herein, filed Amendment No. 18 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 April 10, 2026, the Reporting Persons filed a definitive proxy statement and accompanying GOLD proxy card with the SEC to be used to solicit votes to elect each of Laura Gentile, Eric Hirshberg and Marc Maurer to the Board, and to approve the Proposal for consideration by shareholders at the Annual Meeting, which requests that the Issuer take all necessary steps to declassify the Board.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Mr. Wilson, together with the other Participants, 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 will be 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/.

FAQ

What is Dennis J. Wilson seeking in the LULU proxy filing?

He seeks election of three director nominees and board declassification. The filing requests votes to elect Laura Gentile, Eric Hirshberg and Marc Maurer and to approve a proposal to declassify the board at the 2026 annual meeting.

When were the Schedule 13D updates and proxy filed for LULU?

Amendment No. 18 to the Schedule 13D was filed on April 14, 2026 and the definitive proxy statement and GOLD proxy card were filed on April 10, 2026. These filings cover solicitation for the 2026 annual meeting.

Who are the participants in the LULU proxy solicitation?

The Participants include Dennis J. Wilson, several investment entities and family entities, and the three nominees. Named participants: Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, others, plus Laura Gentile, Eric Hirshberg and Marc Maurer.

Where can I find the full proxy materials for LULU (Lululemon)?

The definitive proxy statement and GOLD universal proxy card will be furnished to shareholders and are available at no charge on the SEC website at https://www.sec.gov/. Shareholders are urged to read these materials carefully.

What action does the proxy proposal on declassification request?

The proposal requests that the issuer take all necessary steps to declassify the Board. It will be presented for shareholder approval at the 2026 annual meeting; the proxy materials describe the proposal and related voting information.