Lululemon Athletica (LULU) Proxy filing summary

Executive summary

• The Board urges shareholders to vote using the WHITE proxy card for all three director nominees, emphasizing the importance of supporting the current leadership and strategic direction at the 2026 Annual Meeting.

• A new CEO, Heidi O'Neill, has been appointed following a rigorous search, bringing a blend of creativity and operational discipline to drive the next phase of transformation and growth.

• The Board highlights significant growth since 2014, including a 6.2x increase in revenue, 5.9x increase in operating income, and 8.0x increase in diluted EPS, with continued expansion in North America, China, and other international markets.

• Strategic focus has been reset to enhance brand health, accelerate innovation, and improve operational efficiency, with a commitment to disciplined store expansion and investment in key growth initiatives.

Voting matters and shareholder proposals

• Shareholders are encouraged to vote for the Board's three director nominees: Chip Bergh, Esi Eggleston Bracey, and Teri List.

• The Board supports a shareholder proposal for annual director elections, recommending all directors be elected annually for one-year terms.

• The Board opposes nominees put forth by founder Chip Wilson, citing lack of relevant experience and potential conflicts of interest.

Board of directors and corporate governance

• The Board has undergone ~70% refreshment in the past five years, with six new directors, including the three current nominees.

• Directors bring expertise in product innovation, brand building, finance, digital strategy, and international growth, particularly in China.

• The Board has actively engaged with Chip Wilson over the years, making multiple settlement offers and supporting some of his governance proposals, but his nominees were ultimately rejected due to concerns over skills and conflicts.