lululemon athletica inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2026, lululemon athletica inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) by and between the Company and Dennis J. “Chip” Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd. and House of Wilson Ltd. (collectively with their affiliates, “Wilson”).
Pursuant to the Cooperation Agreement, the Board of Directors of the Company (the “Board”) will (i) appoint Laura Gentile and Marc Maurer to the Board as independent directors, effective immediately following the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”); (ii) increase the size of the Board in connection therewith; and (iii) take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026, subject to the approval of Mr. Wilson, not to be unreasonably withheld, conditioned or delayed. Each of Ms. Gentile and Mr. Maurer has signed a conditional letter of resignation, which would become effective upon the earlier of (a) the termination of certain Company obligations to Wilson and (b) the termination of the Cooperation Agreement. In addition, one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”).
Pursuant to the Cooperation Agreement, the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (the “2028 Annual Meeting”).
The Cooperation Agreement also contains voting commitments, standstill, non-disparagement and other customary provisions.
The Cooperation Agreement will terminate on the date that is thirty (30) calendar days prior to the deadline under the Company’s bylaws for the submission of stockholder nominations of director candidates for election to the Board at the 2028 Annual Meeting, unless earlier terminated in accordance with its terms.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 27, 2026, the Company issued a press release in connection with the Cooperation Agreement as reported under Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Cooperation Agreement dated May 26, 2026. | |
| 99.1 | Press release issued on May 27, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| lululemon athletica inc. | |
| Dated: May 27, 2026 | /s/ MEGHAN FRANK |
| Meghan Frank | |
| Interim Co-Chief Executive Officer and Chief Financial Officer |
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