Lululemon Athletica (LULU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually, with stockholders voting on key proposals including director elections, auditor ratification, executive compensation, an equity plan amendment, and a board declassification proposal.

• A contested director election is underway, with Dennis J. “Chip” Wilson nominating three alternative candidates; the board recommends voting only for its own three nominees using the universal WHITE PROXY CARD.

• The board has engaged extensively with Mr. Wilson regarding governance and board composition, but no settlement was reached; the board continues to support ongoing refreshment and governance enhancements.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Chip Bergh, Esi Eggleston Bracey, Teri List) for three-year terms; board recommends voting only for these nominees.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.

• Proposal 3: Advisory vote on executive compensation (say-on-pay); board recommends approval.

• Proposal 4: Approval of an amendment to the 2023 Equity Incentive Plan to increase the share reserve by 6.3 million shares.

• Proposal 5: Advisory vote on a stockholder proposal to declassify the board so all directors are elected annually; board supports this proposal.

Board of directors and corporate governance

• The board consists of 11 members, with a mix of new and long-serving directors; average independent director tenure is 5.9 years.

• Recent board refreshment includes the addition of Chip Bergh and Esi Eggleston Bracey; two directors are not standing for reelection.

• The board is majority independent, with separate chair and CEO roles; Martha Morfitt serves as executive chair.

• Three standing committees: Audit, People, Culture & Compensation, and Corporate Responsibility, Sustainability & Governance.

• Annual board and committee self-evaluations are conducted, with third-party facilitation in 2025.