lululemon proxy fight: Wilson group seeks board seats

lululemon athletica inc. is the target of a shareholder solicitation by Dennis J. Wilson and affiliated participants seeking to elect three nominees and to approve a proposal to declassify the board at the company’s 2026 annual meeting.

Rhea-AI Filing Summary

lululemon athletica inc. is the target of a shareholder solicitation by Dennis J. Wilson and affiliated participants seeking to elect three nominees and to approve a proposal to declassify the board at the company’s 2026 annual meeting.

The Participants state they beneficially own 9,904,856 shares of Common Stock in the aggregate, including 5,115,961 shares of the company’s special voting stock paired with exchangeable shares. The Participants filed a preliminary proxy statement and a GOLD universal proxy card and began distributing solicitation materials on March 27, 2026.

Insights

Corporate Governance Analyst

Activist slate seeks board change and declassification vote; ownership stake is material.

The Wilson-led group is soliciting shareholder votes to elect three director nominees and to declassify the board, using a GOLD universal proxy card. The filing asserts an aggregate beneficial position of 9,904,856 shares, which the group treats as the basis for its campaign.

The outcome depends on shareholder turnout and support for declassification; subsequent proxy disclosures will show vote totals and any shifts in board composition. Timing for the 2026 Annual Meeting is stated as the meeting at which these matters will be voted.

Key Figures

Aggregate beneficial ownership: 9,904,856 shares Special voting stock paired shares: 5,115,961 shares Filing referenced: Amendment No. 17 to Schedule 13D

3 metrics

Aggregate beneficial ownership 9,904,856 shares aggregate holdings reported by Participants (Schedule 13D amendment)

Special voting stock paired shares 5,115,961 shares special voting stock paired with exchangeable Lulu Canadian Holding, Inc. shares

Filing referenced Amendment No. 17 to Schedule 13D filed March 30, 2026 to update Item 4 (Purpose of Transaction)

Key Terms

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

3 terms

GOLD universal proxy card regulatory

"preliminary proxy statement and accompanying GOLD 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. 17 to their Schedule 13D"

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.

FAQ

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

What is Dennis J. Wilson (LULU) proposing in the proxy solicitation?

Wilson and affiliated participants seek to elect three nominees and to approve a proposal to declassify the board. They filed a preliminary proxy statement and plan to use a GOLD universal proxy card to solicit shareholder votes.

How many lululemon shares does the Wilson group report owning?

The Participants state they beneficially own 9,904,856 shares in the aggregate. This includes 5,115,961 shares of special voting stock paired with exchangeable shares, as disclosed in their March 30, 2026 Schedule 13D amendment.

Who are the director nominees named by the Wilson group?

The preliminary proxy names three nominees: Laura Gentile, Eric Hirshberg, and Marc Maurer. The participants filed a preliminary proxy statement to solicit votes to elect these individuals to the board at the 2026 Annual Meeting.

What voting materials will shareholders receive?

Shareholders will be furnished a definitive proxy statement and a GOLD Universal Proxy Card, along with related materials. The participants say these documents will be available at no charge on the SEC website and through the disclosures they file with the SEC.

What is the proposal to declassify the board about?

The proposal requests that the issuer take steps to declassify the board, converting any classified board into annual elections. The proxy materials filed by the Participants include this proposal for shareholder consideration at the 2026 Annual Meeting.

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

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Accepted by SEC EDGAR 03/31/2026 - 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 March 30, 2026, Mr. Wilson, together with the other participants named herein, filed Amendment No. 17 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 March 27, 2026, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card with the SEC to be used-once definitive-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.

Also on March 27, 2026, Mr. Wilson began distributing a mailer to shareholders of the Issuer (the “March 27 Mailer”) that highlights the stock price deterioration of the Issuer over certain time frames, including on the days that the Issuer recalled its “Breezethrough” and “Get Low” products, and sets forth Mr. Wilson’s view that the Nominees have the qualifications to drive shareholder value. The foregoing description of the March 27 Mailer does not purport to be complete and is qualified in its entirety by reference to the full text of the March 27 Mailer, which is attached hereto as Exhibit 99.1 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.