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 1, 2026, Mr. Wilson together with the other Participants named herein, filed Amendment No. 19 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 29, 2026, Mr. Wilson issued an open letter to shareholders of the Issuer (the “April Open
Letter”), a copy of which is attached as Exhibit 99.1 to this Amendment, setting forth his views that the Board’s continued failure to understand the premium positioning of the Issuer’s brand has contributed to destruction of
shareholder value and highlighting the market’s reaction to the Board’s appointment of a new CEO without first undertaking substantive Board refreshment. The April Open Letter also expressed Mr. Wilson’s belief that the
Board’s governance and personal history preclude it from making real change in the best interests of shareholders and reiterated that meaningful Board refreshment is necessary through the election of the Nominees at the Annual Meeting. The
information contained in Exhibit 99.1 of this Amendment is incorporated herein by reference.
On May 1,
2026, the Reporting Persons filed a revised definitive proxy statement and accompanying GOLD proxy card with the SEC to reflect the Issuer’s changes to its slate of director nominees for the Annual Meeting. The Issuer had provided notice (the
“Rule 14a-19 Notice”) to the Reporting Persons on April 22, 2026, the last possible date to timely do so under Rule 14a-19(d) of the Securities Exchange
Act of 1934, as amended, of the Issuer’s intent to nominate Charles Bergh, Shane Grant and Teri List for election to the Board at the Annual Meeting and solicit proxies in support of the election of only those three individuals.
That notwithstanding, the Board asserts that, on April 26, 2026, four days after delivering the Rule 14a-19 Notice to the Reporting Persons, Mr. Grant notified the Board that he will not stand for re-election at the Annual Meeting and the Board appointed a new director
to take his place. Two days later, on April 28, 2026, the Issuer filed its 144-page preliminary proxy statement reflecting these changes to its slate of nominees. Despite the Issuer’s obligation
under Rule 14a-19 to promptly notify the Reporting Persons of any changes to the Issuer’s nominee slate (and the Rule 14a-19 Notice’s purported undertaking
to do the same), the Reporting Persons did not receive any such notice on April 26, April 27 or April 28, 2026 prior to the Issuer filing its preliminary proxy statement. Considering the magnitude of importance entailed in selecting
and appointing a new director, in addition to the drafting and detailed inclusion of any such new director’s information in the Issuer’s preliminary proxy statement, the Reporting Persons find it difficult to believe that any such
director changes were not anticipated long before the Issuer drafted and filed its preliminary proxy statement and well within time for the Issuer to have complied with its Rule 14a-19 obligations.
