lululemon athletica inc. SEC Filings

lululemon athletica inc. filed a preliminary proxy statement dated April 28, 2026, for its virtual 2026 annual meeting and urges stockholders to vote “FOR” only the three company nominees on the enclosed universal WHITE proxy card. The filing describes an active proxy contest: founder Dennis J. “Chip” Wilson has nominated three alternative director candidates and submitted a declassification proposal; the board recommends voting for Chip Bergh, Esi Eggleston Bracey and Teri List and supports the declassification proposal. The proxy also seeks ratification of PricewaterhouseCoopers LLP as auditor and approval to increase the 2023 Equity Incentive Plan share reserve. The document includes a governance background describing months of engagement and competing settlement proposals, and provides 2025 operating highlights including $11.1B net revenue and $6.3B gross profit.

lululemon athletica inc. is adding experienced consumer-brands executive Esi Eggleston Bracey to its board of directors, effective April 28, 2026. She will serve as an independent Class I director with a term running until the 2026 annual meeting of stockholders.

Bracey brings more than 30 years of global leadership across Unilever, Coty and Procter & Gamble, and currently sits on the Williams-Sonoma board. As she joins, lululemon notes it will have appointed six new independent directors over the last five years as part of an ongoing board refresh.

Director Shane Grant will retire at the end of his current term and not stand for reelection at the 2026 annual meeting, and previously disclosed director David Mussafer will also not stand for reelection. The board will temporarily expand from 10 to 11 members, then be reduced to 9 immediately following the annual meeting.

lululemon athletica inc. has entered into an employment agreement to appoint industry veteran Heidi O’Neill as Chief Executive Officer and board member, effective September 8, 2026. She joins after a long leadership career at Nike and other consumer brands.

The agreement provides an initial annual base salary of $1,400,000, with an annual target performance bonus equal to 200% of base salary and potential payout up to 200% of target for fiscal 2026, based on financial and individual goals. She will be eligible for annual equity awards of about $10,000,000, split 60% into performance-vesting restricted stock units and 40% into stock options.

On joining, Ms. O’Neill will receive a one-time grant of time-vesting restricted stock units valued at $2,800,000 and a one-time stock option grant valued at $4,200,000, each vesting in two equal annual installments. She will also receive a $2,000,000 cash retention bonus in exchange for agreeing to remain employed for 24 months, subject to prorated repayment if she departs under specified circumstances. If she resigns for good reason or is terminated without cause, she is entitled to 24 months of base salary and full vesting of outstanding equity awards, subject to customary conditions.

lululemon athletica inc. is the target of a shareholder solicitation: Dennis J. Wilson and 11 other Participants have filed a Definitive Proxy Statement and accompanying GOLD universal proxy card to solicit proxies for election of their slate of director candidates and approval of a business proposal at the 2026 annual meeting of shareholders. Mr. Wilson posted campaign materials and website updates on April 16, 2026.

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.

Dennis J. Wilson and affiliated entities continue to hold a significant stake in lululemon athletica inc., reporting beneficial ownership of 9,904,856 shares of common stock, representing 8.6% of the company’s outstanding shares.

Through this Amendment No. 18 to their Schedule 13D, the reporting group notes that their ownership has not changed since the prior amendment, but updates their plans. On April 10, 2026, they filed a definitive proxy statement and a GOLD proxy card to solicit shareholder votes at the Annual Meeting. They are seeking to elect three nominees—Laura Gentile, Eric Hirshberg and Marc Maurer—to the Board and to approve a shareholder proposal requesting that lululemon take all necessary steps to declassify its Board, moving toward annual elections for all directors.

lululemon athletica inc. Chief Brand Officer Nicole Neuberger reported an open-market sale of 622 shares of Common Stock on April 8, 2026 at $161.00 per share. After this transaction, she directly holds 19,156 shares, indicating she retained the vast majority of her position.

Dennis J. Wilson and affiliated participants are soliciting proxies at lululemon athletica inc. They intend to file a definitive Schedule 14A and furnish a GOLD universal proxy card to nominate a slate of director candidates and propose a business proposal for the 2026 annual meeting.

The Participants state aggregate beneficial ownership of 9,904,856 shares, including 5,115,961 shares of special voting stock paired with exchangeable Canadian shares, and reference a prior Schedule 13D amendment dated March 30, 2026.

Morgan Stanley Smith Barney LLC submitted a Form 144 reporting proposed sales of Common Stock related to several issuer-originated equity lots. The filing lists restricted stock and performance-share lots dated 03/25/2026, 03/30/2026, and 03/31/2026 with individual lot sizes disclosed.

The reported lots include 50 restricted shares dated 03/25/2026, 444 performance shares dated 03/30/2026, 83 restricted shares dated 03/31/2026, and 45 restricted shares dated 03/30/2026.