lululemon Highlights Strength of its Refreshed Board, with the Right Expertise to Drive the Company’s Next Phase of Growth and Enhanced Shareholder Value
Company Files Definitive Proxy Materials and Sends Letter to Shareholders
Urges Shareholders to Vote the WHITE Card Today “FOR” lululemon’s
Three Recommended Director Nominees –
Visit voteforlululemon.com for More Information
In connection with the filing of the definitive proxy statement, the
Building on decades of growth and value creation, the
More than ten years ago,
The Board urges shareholders to vote the WHITE proxy card “FOR” the company’s three directors up for election –
This is the moment to support lululemon’s progress – not put it at risk.
Vote the WHITE proxy card today “FOR” lululemon’s three recommended director nominees –
Thefull text of the letter follows:
Dear Fellow Shareholder,
We are confident in lululemon’s future. Building on decades of growth and value creation, your Board and the company’s leadership are taking decisive steps to address recent performance with bold actions that position the company for its next phase of success.
Creativity and performance have always been – and will continue to be – at lululemon’s core. Guided by the mindful athlete as our true north star, our team creates with intention and remains focused on blending technical fabric innovation, elevated design, and transformative experiences.
With an experienced and refreshed Board, an incoming CEO who brings a unique balance of creativity and operational discipline, and our strong company leadership team advancing a clear set of strategies with urgency and focus across the company, we are confident in our ability to accelerate growth and deliver enhanced shareholder value.
Your vote at this year’s Annual Meeting is critically important and we strongly urge you to use the WHITE proxy card to vote “FOR” lululemon’s three highly qualified directors –
Dennis J. “Chip” Wilson, who stopped serving on the Board over a decade ago for well-documented reasons, has been attacking the company and the
The election of any of Mr. Wilson’s nominees would put our forward motion at risk.
Your Board has Overseen Significant Historical Growth and Value Creation
and is Taking a New Direction with a Clear Plan to Restore Product Leadership
Over the past decade, your Board has guided
Financial performance remained robust through fiscal 2023, when the company delivered year-over-year revenue growth of 19%, including double-digit gains in both our Women’s and Men’s categories and 36% growth in accessories and other categories. All channel performance was equally strong year-over-year, with store revenue up 21% and digital revenue up 17%. International markets emerged as a key growth engine, supported by continued product innovation across core franchises such as Align, Scuba, and
In fiscal 2025, after year-over-year revenue growth had slowed to 10% in fiscal 2024, with performance in
To guide the company forward during this critical period, your Board appointed two leaders to serve as interim co-CEOs:
Advancing a Clear Set of Strategies
Your Board also pushed for deliberate steps to reset our strategic focus and course-correct where needed. Since their appointment as co-CEOs,
- Re-energizing the creative product engine. We are accelerating innovation and improving the speed, agility, and quality of our go-to-market process. Our product strategy is focused on newness and maintaining our premium positioning. We are increasing full-price sales and managing inventories tightly.
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Accelerating brand strength and driving product discovery and excitement. We are bringing our product to life through elevated storytelling, immersive brand activations, and culturally relevant moments that deepen guest connection in
North America and around the world. We are better aligning innovation, product drops, and brand experiences. -
Supporting efficiency across our organization and empowering our people and culture. We are simplifying our operations, focusing on scaling more effectively and remaining disciplined in store footprint expansion, while continuing to invest in key growth initiatives. Our leadership team is committed to continuing to support the culture that has always been central to
lululemon and our success.
We know our guests expect new and unparalleled product from us in terms of design, fabrication, performance, and innovation – and that is what we are working to continually deliver. While there is significant potential yet to be realized, the work we have underway is already visible across the business: product innovations and newness such as
The Right CEO to Drive lululemon’s Next Phase of
Transformation, Innovation, and Operational Excellence at Scale
A bold future starts with bold leadership. Your Board knows that having a world-class CEO who has the optimal combination of knowledge and skills is essential for lululemon’s next phase. Following a rigorous search process that evaluated a broad slate of highly qualified candidates across the retail and consumer landscape, the Board identified industry veteran Heidi O’Neill to be the company’s next CEO. Ms. O’Neill is the ideal executive to lead
As the Board initiated the CEO search, we established criteria that encompassed both turnaround and growth experience. We recognize there are parts of lululemon’s business that need a reset, but that should not be the end game. The
During Ms. O’Neill’s tenure at Nike, she oversaw the global consumer and product engine and helped shape the company’s connection with consumers and athletes worldwide. In her most recent role, Heidi was responsible for resetting the brand foundation while also reducing product development timelines to accelerate speed to market. She also spent over 15 years leading Nike’s apparel – inclusive of its merchandising, design, and innovation businesses – through a period of rapid growth. Ms. O’Neill established and built Nike’s Women’s business and grew it into a multi-billion-dollar franchise. And she led important digital transformations as an early digital champion and innovator, during a period of rapid digital commerce sales growth of more than 65%.ii
Just as important as Ms. O’Neill’s professional skills and operating track record are the deep respect she has for lululemon’s brand and her understanding of our culture. She knows the power of bringing the organization together around our shared mission and values, connecting every function to what makes
We have an outstanding team at
A Purpose-Built, Refreshed, and Independent Board
with Critical Experience and Skills to Guide
lululemon’s Board brings together the experience and perspective needed to provide effective oversight as the company works to realize its full potential. Your Board has been thoughtfully and consistently refreshed over time, with six directors – nearly 70% of the current Board, including all three nominees standing for election this year – appointed within the past five years.
Each of lululemon’s directors brings important expertise that has been specifically sought out, taking into consideration the skills and knowledge needed to support the company’s success long into the future. Collectively, your Board’s experience spans product-led innovation, brand building, premium and vertical apparel retail, corporate transformations and turnarounds, finance and accounting leadership, digital and AI strategy and development, and growing a consumer brand in the
Our three directors up for election –
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Chip Bergh ,who joined the Board in March, brings depth and experience as a true brand expert. While President & Chief Executive Officer of Levi Strauss & Co. for over 12 years, he led its dramatic turnaround, putting the brand back at the center of culture, driving profitable growth, and overseeing its successful 2019 IPO. He served in roles of increasing scope and responsibility during his 28-year tenure at Procter & Gamble, including leading the Gillette Blades & Razors business after it was acquired, the turnaround ofMr. Clean and Old Spice, and the development of Swiffer, one of the company’s most successful organic new brands in the last three decades.Mr. Bergh has nearly 20 years of public company board experience, including currently serving as a director for e.l.f. beauty, Pinterest, and HP, where he is independent chairman of the board. -
Esi Eggleston Bracey , who joined the Board in April, brings a proven track record of creative leadership, aspirational brand reinvention, innovation, and operational leadership at scale from her more than 30-year career at global consumer and beauty companies. As Chief Growth and Marketing Officer at Unilever, she oversaw transformation of the$60 billion business’ global marketing operating model. As President ofUnilever USA and CEO of Unilever Personal Care inNorth America , she oversaw a multi-billion-dollar portfolio, including Dove, one of the company’s largest and most iconic brands. Earlier, she modernized and repositioned COVERGIRL into a billion-dollar brand and, as President of Consumer Beauty atCoty , led the integration of Procter & Gamble’s retail beauty brands. She also serves on the board of Williams-Sonoma and sits on its audit and finance committee. -
Teri List , who joined the Board in 2024 and serves as lululemon’s Audit Committee Chair and financial expert, brings over three decades of experience in corporate finance, accounting, and technology. She has served as CFO and senior finance executive at multiple Fortune 500 retail and consumer companies, including The Gap and Kraft Heinz. In Ms. List’s CFO roles, she has helped organizations navigate through market cycles and instilled financial rigor and accountability across teams. In addition, she has led initiatives to drive operational efficiency, strengthen cost discipline, and advance IT capabilities in commerce, analytics, and inventory management.Ms. List also brings nearly 15 years of governance expertise from her board service, including her current director roles withVisa , Microsoft, and Danaher.
In addition to your Board actively refreshing its composition of directors, we regularly review the company’s governance practices. As part of this review, we considered and support Mr. Wilson’s proposal to have all directors elected annually for one-year terms. We encourage shareholders to vote “FOR” this annual director elections proposal.
His Campaign is Just the Latest Iteration of His Long-Standing Personal Grievances
and Desire to Regain Influence at
Rather than recognizing that lululemon’s scale and expanded global reach require a different strategy and operational approach, his proclamations about the Board and how the company should be run seem to be based on his recollections of a business that was a fraction of the size it is today. He also has a skewed understanding of public company governance, as he routinely confuses the roles of management and the Board. His ideas would either undermine effective strategy and corporate governance or are already being implemented. Further, Mr. Wilson’s current campaign largely recycles criticisms he has made repeatedly over the last decade, even when the company was delivering industry-leading revenue and operating income growth. This demonstrates that he appears to be driven by personal grievances and a longstanding desire to return to a position of influence with the company, rather than finding a constructive path forward that would benefit
The Board and leadership team have engaged with
Despite all of this, your Board has remained open-minded and made repeated good faith attempts to reach a reasonable resolution with
Instead, he ultimately took an extreme position of insisting on the installment of all three of his nominees, and has paired that with a series of requirements that demonstrate the true goal of his campaign: he wants the ability to dictate our strategy from outside the boardroom. His shifting demands have included:
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Quarterly meetings for the new CEO and three directors to provide non-public information and “present business, strategy, two upcoming seasons of product, and alignment on muse” to
Mr. Wilson and his son for their review – all while they continue their extensive involvement in competing business ventures. - The formation of an “innovation and strategy committee” chaired by one of his nominees, with a mandate to oversee succession planning and the CEO search process, bypassing the company’s corporate governance rules and shareholder expectations.
-
Two of his nominees serving on the Board’s
Corporate Responsibility, Sustainability and Governance Committee , with one of those serving as Chair of the committee despite not having governance expertise or experience serving on such a committee. More broadly,Mr. Wilson has proposed placing his nominees across other Board committees, including the Audit Committee, despite his nominees not having the necessary financial expertise. -
The right of
Mr. Wilson to “designate” replacements in the event any of his directors depart from theBoard for any reason. - The establishment of a “100-day” 10-person committee comprised of former company employees to provide input to the company’s strategy.
Shareholders should also be aware that
To make things worse, at every step,
While
Mr. Wilson’s Nominees Do Not Have the Necessary Experience;
Electing Any of Mr. Wilson’s Nominees Would Remove Critical Skills
and Expertise from Your Board
A Board overseeing an $11+ billion global business needs directors with skills and experience to provide appropriate oversight while driving performance and shareholder value. Your Board has been selected, over years of active refreshment, for this very purpose.
We interviewed and spent considerable time with all three of Mr. Wilson’s nominees and determined that their appointment would not be beneficial to shareholders and, if elected, would remove critical skills from your Board. Further, the election of these nominees would be an endorsement of the views of a founder with outdated perspectives about how to position the business and future of the company, as well as troubling conflicts of interest.
A cursory examination of the backgrounds of Mr. Wilson’s nominees should convince shareholders that the appointment of any member of Mr. Wilson’s slate would result in a significant degradation of your Board’s experience and expertise, including the loss of deep industry and corporate governance experience as well as financial expertise that is required for a public company.
-
Laura Gentile has no public company board experience, no direct experience in apparel or retail, and has not held a position with responsibility for enterprise-level decisions of a public company. A former marketing executive atESPN – a division of The Walt Disney Company – Ms. Gentile’s career has been almost entirely focused on sports media. -
Eric Hirshberg has no public company board experience and no direct experience in apparel or retail. He was CEO for a segment ofActivision Blizzard , not an enterprise CEO, and oversaw video game franchises with audiences vastly different fromlululemon . Following his retirement from Activision eight years ago, he has had no executive-level professional experience. -
Marc Maurer has no public company board experience and limited apparel experience with a business that is ~2% of lululemon’s size.iii Most concerning, however, is a personal stake worth tens of millions of dollars in a competitor that comprises a considerable portion of his net worth.
Electing any of Mr. Wilson’s nominees would represent a meaningful downgrade to your Board’s skills and experience and would jeopardize the ability of the leadership team and our incoming CEO to effectively build on and accelerate lululemon’s action plan at a critical time for the business.
The choice is clear. Vote on the WHITE proxy card “FOR” lululemon’s three directors –
Taking Actions to Drive
Your Board and leadership team are executing with urgency and discipline to foster strong brand health and deliver improved financial results and enhanced value for shareholders. With a refreshed Board bringing critical skills and knowledge, an incoming CEO with expertise across product, brand, and operational discipline at scale, and strong leaders continuing to advance our action plan strategies, the company is well positioned to build on our strong foundation and capitalize on the significant opportunities ahead.
Our three highly qualified, independent director candidates –
This is the moment to support lululemon’s progress – not put it at risk.
Your Board recommends that you vote “FOR” ALL THREE of lululemon’s highly qualified, independent directors –
Thank you for your continued support.
Sincerely,
The
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
Whether or not you plan to attend the Annual Meeting, your Board recommends you vote using the
WHITE proxy card provided by management to vote “FOR” the nominees
and proposals recommended by your Board, as soon as possible.
If you have already submitted a gold proxy card, you may revoke that vote
by voting again using lululemon’s WHITE proxy card. Only your latest-dated valid proxy
will be counted at the Annual Meeting.
If you have any questions or require assistance with voting your WHITE proxy card, please contact our proxy solicitation firm,
(888) 785-6617
info@okapipartners.com
lululemon’s definitive proxy materials, including its definitive proxy statement and other materials regarding the Board’s recommendations for the 2026 Annual Meeting, can be found at voteforlululemon.com.
About
Forward-Looking Statements and Risk Factors
This communication contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including those related to successful leadership integration, execution of business strategies, and other factors described in reports we file from time to time with the Securities and Exchange Commission (the “SEC”), including Forms 10-K and 10-Q. We undertake no obligation to update any forward-looking statements.
Important Additional Information and Where to Find It
The company has filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the
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i |
Fiscal 2015 vs Fiscal 2025, includes company-operated stores and locations operated by 3rd parties under license and supply arrangements |
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ii |
Reflects Nike, Inc. digital commerce sales growth from fiscal 2020 to fiscal 2021. Source: Nike, Inc. Fiscal 2021 Form 10-K |
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iii |
Reflects On Holding AG’s disclosed apparel segment revenue relative to lululemon’s apparel revenue for the latest fiscal year. Source: On Holding AG public disclosures |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260517267183/en/
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