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Wilson group (NASDAQ: LULU) presses for board seats and declassification

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Dennis J. Wilson and affiliated entities reaffirm their stake in lululemon athletica inc. and launch a proxy contest to change the board structure. The reporting group may be deemed to beneficially own 9,904,856 shares of lululemon common stock, representing 8.6% of the class, with no change in share count since the prior amendment.

On March 27, 2026, the group filed a preliminary proxy statement and GOLD proxy card seeking to elect Laura Gentile, Eric Hirshberg and Marc Maurer to the board and to approve a proposal requesting that lululemon declassify its board. Wilson also began distributing a shareholder mailer highlighting stock price deterioration over certain periods, including around recalls of the “Breezethrough” and “Get Low” products, and expressing his view that the nominees can enhance shareholder value.

Positive

  • None.

Negative

  • None.

Insights

Wilson group maintains 8.6% stake and escalates to a proxy fight to reshape lululemon’s board.

The filing shows Dennis J. Wilson and related entities continuing to hold 9,904,856 lululemon shares, or 8.6% of the class based on 110,482,671 common shares outstanding as of March 11, 2026. The stake size is unchanged from the prior amendment, so the new element is strategic, not financial.

On March 27, 2026, the group filed a preliminary proxy statement with a GOLD proxy card to elect three nominees and request that the company declassify its board. This indicates a move from passive ownership to an organized campaign, aiming to influence board composition and governance structure using standard proxy-solicitation tools.

The mailer referenced in the exhibit emphasizes past stock price deterioration, including around specific product recalls, to support Wilson’s argument that change is needed. The ultimate impact on lululemon will depend on shareholder voting outcomes at the annual meeting and any subsequent responses the company may disclose in future filings.

Beneficial ownership 9,904,856 shares Aggregate shares the participant group may be deemed to beneficially own
Ownership percentage 8.6% Percent of lululemon common stock represented by 9,904,856 shares
Shares outstanding 110,482,671 shares Lululemon common stock outstanding as of March 11, 2026
Special voting stock 5,115,961 shares Lululemon special voting shares outstanding as of March 11, 2026
Wilson sole voting power 3,852 shares Shares of lululemon common stock with sole voting power held by Dennis J. Wilson
Wilson shared voting power 9,901,004 shares Shares of lululemon common stock over which Wilson has shared voting power
Anamered stake 4,755,217 shares (4.1%) Shares beneficially owned by Anamered Investments Inc. and related class percentage
LIPO stake 3,401,596 shares (2.9%) Shares beneficially owned by LIPO Investments (USA), Inc. and related class percentage
preliminary proxy statement regulatory
"On March 27, 2026, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card"
A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.
GOLD proxy card regulatory
"preliminary proxy statement and accompanying GOLD proxy card with the SEC to be used-once definitive-to solicit votes"
declassify the Board financial
"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.
exchangeable shares financial
"of which 5,115,961 are exchangeable shares (as defined below) and an equal number of shares of the Issuer's special voting stock"
Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.
special voting stock financial
"Each share of the Issuer's special voting stock has voting rights equivalent to one share of the Issuer's common stock, but no economic rights."
Special voting stock is a class of shares that gives its holders more or different voting rights than ordinary shares, allowing them to control key corporate decisions such as board elections or mergers. For investors, it matters because these shares concentrate control in certain hands, so even if others own more economic interest, they may have less influence over company strategy and governance — like having fewer keys to a car even if you paid for most of it.
beneficially own financial
"such group may be deemed to beneficially own the 9,904,856 shares of the Issuer's common stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.





550021109

(CUSIP Number)
Dennis J. Wilson
21 Water Street, Suite 600,
Vancouver, British Columbia, Z4, V6B 1A1
604-737-7232

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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Dennis J. Wilson
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson
Date:03/30/2026
Anamered Investments Inc.
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
LIPO Investments (USA), Inc.
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
Wilson 5 Foundation
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director of Wilson 5 Foundation Management Ltd., corporate trustee of Wilson 5 Foundation
Date:03/30/2026
Wilson 5 Foundation Management Ltd.
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
Five Boys Investments ULC
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
Shannon Wilson
Signature:/s/ Shannon Wilson
Name/Title:Shannon Wilson
Date:03/30/2026
Low Tide Properties Ltd.
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
House of Wilson Ltd.
Signature:/s/ Dennis J. Wilson
Name/Title:Dennis J. Wilson, Director
Date:03/30/2026
Laura Gentile
Signature:/s/ Laura Gentile
Name/Title:Laura Gentile
Date:03/30/2026
Eric Hirshberg
Signature:/s/ Eric Hirshberg
Name/Title:Eric Hirshberg
Date:03/30/2026
Marc Maurer
Signature:/s/ Marc Maurer
Name/Title:Marc Maurer
Date:03/30/2026

FAQ

How much of lululemon (LULU) does Dennis J. Wilson’s group currently beneficially own?

The Wilson group may be deemed to beneficially own 9,904,856 shares of lululemon common stock, representing 8.6% of the class. This percentage is based on 110,482,671 common shares and 5,115,961 special voting shares outstanding as of March 11, 2026.

What governance changes is the Wilson group seeking at lululemon (LULU)?

The Wilson group is seeking to elect three nominees—Laura Gentile, Eric Hirshberg and Marc Maurer—to lululemon’s board and to have shareholders approve a proposal requesting that the company declassify its board, which would move directors to stand for election more frequently.

What is the purpose of the Wilson group’s preliminary proxy statement for lululemon (LULU)?

The preliminary proxy statement and GOLD proxy card are intended to solicit shareholder votes to elect three Wilson-backed nominees to lululemon’s board and to approve a declassification proposal. This reflects an organized proxy contest aimed at influencing the company’s board structure and oversight.

How does the Wilson filing describe lululemon (LULU) stock performance?

A March 27 mailer from Dennis Wilson to shareholders highlights stock price deterioration over specified time frames, including days when lululemon recalled its “Breezethrough” and “Get Low” products. The mailer uses these periods to support Wilson’s view that his nominees can improve shareholder value.

What are exchangeable shares and special voting stock in the lululemon (LULU) structure?

Each exchangeable share of Lulu Canadian Holding, Inc. is paired with one share of lululemon special voting stock. Holders can redeem an exchangeable share for one lululemon common share plus accrued dividends, while a corresponding special voting share is cancelled, effectively mirroring ownership of common stock voting rights.

Has the Wilson group’s ownership in lululemon (LULU) changed in this amendment?

The amendment states that the number of lululemon common shares beneficially owned by the reporting persons has not changed since Amendment No. 16 filed on March 19, 2026. The key update is the new proxy solicitation effort, not a change in share ownership levels.
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