Lululemon Athletica (LULU) Proxy filing summary

Executive summary

• Entered into a cooperation agreement with Chip Wilson, owner of 8.7% of outstanding shares, to resolve board composition and governance matters.

• Laura Gentile and Marc Maurer will join the board as independent directors after the 2026 annual meeting; a third director with apparel expertise will be appointed by October 1, 2026.

• The agreement includes standstill, voting, and non-disparagement provisions lasting until 30 days before the 2028 annual meeting nomination deadline.

• In lieu of expense reimbursement, a $4 million donation will be made to support Kitsilano Beach in Vancouver.

• The agreement aims to provide stability and a clear path for leadership and strategic initiatives.

Voting matters and shareholder proposals

• The board will recommend and solicit proxies in favor of Wilson's proposal to declassify the board at the 2026 annual meeting.

• If approved, a binding proposal to amend the certificate of incorporation for annual director elections will be submitted at the 2027 annual meeting, effective for the 2028 meeting.

• Wilson will vote in line with board recommendations on all matters except extraordinary transactions or charter amendments.

Board of directors and corporate governance

• Board size will increase by two, with Gentile and Maurer joining as independent directors post-2026 annual meeting.

• A third independent director with apparel product and brand expertise will be appointed by October 1, 2026, subject to Wilson's approval.

• At least one incumbent director will retire by the 2027 annual meeting.

• New directors will join the Corporate Responsibility, Sustainability and Governance Committee and be considered for other committees.

• All new directors will receive the same compensation, insurance, and benefits as other non-employee directors.