Skip to content
PalanorPalanor

Palanor Data/LULU

8-K exhibit

Lululemon Athletica · 8-K exhibit

LULU · Consumer Discretionary

Filed 2025-12-29 · CY2025 Q4 · Company’s FY2025 Q4 · 1,294 words

Read the original on sec.gov ↗

Palanor summary

Lululemon responded to founder Chip Wilson's proxy fight notice by defending its board composition and long-term record. The company cited revenue growth from $2.1 billion in fiscal 2015 to an expected $11 billion in fiscal 2025, with operating income up roughly six times. The board acknowledged international strength and domestic challenges, announcing a CEO search for a leader with transformation experience. Management indicated that Wilson has not been involved with the company for ten years. Shareholders are not required to act.

Written by Palanor from the full document. Not the company’s words.

Sentiment

-0.30

Confidence

45%

Scored on the whole document. No single passage carries these two numbers, so none is highlighted.

EX-99.12ea027117801ex99-1_lulu.htmPRESS RELEASE, ISSUED DECEMBER 29, 2025

Exhibit

99.1

lululemon

Comments on Chip Wilson’s Notice to Nominate Director Candidates

Shareholders

Not Required to Take Any Action at this Time

VANCOUVER,

British Columbia – December 29, 2025 – lululemon athletica inc. (NASDAQ:LULU) (“lululemon” or the “company”)

today commented on Chip Wilson’s announcement that he has submitted a notice to nominate three director candidates to stand for

election to the company’s Board at lululemon’s 2026 Annual Meeting of Shareholders:

The

lululemon Board of Directors and leadership team have engaged extensively and in good faith for many years with Mr. Wilson to understand

his perspectives and communicate our strategy. In our most recent discussions, Mr. Wilson indicated his intent to nominate directors.

T1In the interest of avoiding a costly and distracting proxy fight, the Board requested from Mr. Wilson the names of his director nominees

to evaluate their qualifications and backgrounds, but Mr. Wilson declined to engage further. Now that the names have been submitted,

the Board will evaluate Mr. Wilson’s director nominees in due course in accordance with the Board’s governance process.

T2lululemon

has a highly engaged and experienced Board that is well-equipped to provide effective guidance on the company’s direction and the

execution of our growth strategy. Over one-third of our directors have joined the Board within the past four years.

Our

Board and leadership team are focused on driving long-term, sustainable growth, and shareholder value creation. Over the last 10 years,

the Board has overseen a significant period of growth, with revenues increasing nearly $9 billion, from $2.1 billion in fiscal year 2015

to $11.0 billion expected in fiscal year 2025 based on our guidance. Over the same time period, income from operations will have grown

by nearly 6x. T3These results have generated significant cash flow that has enabled the company to make substantial investments in the

business for growth and to return capital to shareholders through cumulative share repurchases in excess of $5.5 billion since fiscal

2015.

T4T5We

are encouraged by the strength we are seeing internationally and the work underway in the U.S., but we recognize that further opportunities

exist to realize greater value across the company. To help achieve this goal, T6the Board has initiated a comprehensive search for the

company’s next CEO. The Board is focused on identifying a leader with a track record of guiding companies through periods of growth

and transformation who can build on our strong foundation and bring fresh perspectives to our brand strategy.

T7Mr.

Wilson has not been involved with the company for a decade, and since his departure, lululemon has continued to adapt to the marketplace

and lead the industry, building one of the most compelling growth stories in retail.

The

lululemon Board of Directors will continue to take actions that we believe are in the best interests of all the company’s shareholders.

lululemon

shareholders do not need to take any action at this time. The Board will review and consider Mr. Wilson’s director candidate nominations

and present a formal recommendation regarding his nominations in the company’s definitive proxy statement in advance of the company’s

2026 Annual Meeting of Shareholders.

J.P.

Morgan is acting as financial advisor to lululemon and Sidley Austin LLP is serving as legal advisor. Joele Frank, Wilkinson Brimmer

Katcher is serving as strategic communications advisor to lululemon.

About

lululemon

lululemon

(NASDAQ:LULU) is a technical athletic apparel, footwear, and accessories company for yoga, running, training, and most other activities,

creating transformational products and experiences that build meaningful connections, unlocking greater possibility and wellbeing for

all. Setting the bar in innovation of fabrics and functional designs, lululemon works with yogis and athletes in local communities around

the world for continuous research and product feedback. For more information, visit lululemon.com.

Forward-Looking

Statements and Risk Factors

This

press release 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 8-K, 10-Q and 10-K. We undertake no obligation to update any forward-looking statements.

Important

Additional Information and Where to Find It

The

company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents

with the SEC in connection with the solicitation of proxies from the company’s stockholders for the company’s 2026 annual

meeting of stockholders. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT

(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH

THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may

obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to

the proxy statement, and other documents that the company files with the SEC at no charge from the SEC’s website at www.sec.gov.

Copies will also be available at no charge by clicking the “SEC filings” link in the “Financial Information”

section of the “Investors” tab of the company’s website at https://corporate.lululemon.com/.

Certain

Information Regarding Participants in the Solicitation

The

company, its directors and certain of its executive officers (Meghan Frank, Chief Financial Officer; André Maestrini, President

and Chief Commercial Officer; and Shannon Higginson, Chief Legal and Compliance Officer) are deemed “participants” (as defined

in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the company’s stockholders in connection

with the matters to be considered at the company’s 2026 annual meeting of stockholders. Information regarding the names of the

company’s directors and executive officers and certain other individuals and their respective interests in the company, by security

holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Executive Compensation,”

“Executive Compensation Tables,” and “Principal Shareholders and Stock Ownership by Management” of the company’s

proxy statement on Schedule 14A in connection with the 2025 annual meeting of stockholders, filed with the SEC on April 29, 2025 (availablehere). Supplemental information regarding

the participants’ holdings of the company’s securities can be found in SEC filings on Statements of Change in Ownership on

Form 4 filed with the SEC on June 11, 2025 and December 17, 2025 for Meghan Frank (available hereand here); June 12, 2025 for Shane

Grant (available here); June 12,

2025 for Kathryn Henry (available here);

June 12, 2025 for Teri List (available here);

June 12, 2025 for Alison Loehnis (available here);

December 17, 2025 for André Maestrini (available here);

June 12, 2025 for Isabel Mahe (available here);

July 1, 2025 for Calvin McDonald (available here);

June 12, 2025 for Jon McNeill (available here);

June 12, 2025 and December 18, 2025 for Martha Morfitt (available hereand here); June 13, 2025 for David

Mussafer (available here); and

June 12, 2025 for Emily White (available here).

Such filings will also be available at no charge by clicking the “SEC filings” link in the “Financial Information”

section of the “Investors” tab of the company’s website at https://corporate.lululemon.com/.

Any

subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or

indirect interests, by security holdings or otherwise, will be set forth in the company’s proxy statement on Schedule 14A and other

materials to be filed with the SEC in connection with the 2026 annual meeting of stockholders, if and when they become available. These

documents will be available free of charge as described above.

Investor

Contacts

lululemon

athletica inc.

Howard

Tubin

1-604-732-6124

or

ICR,

Inc.

Joseph

Teklits

1-203-682-8200

Media

Contact:

lululemon

athletica inc.

Madi

Wallace

1-604-732-6124

or

Joele

Frank, Wilkinson Brimmer Katcher

Leigh

Parrish / Jed Repko

1-212-355-4449

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

000
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0—0
Recession

recession, downturn, contraction, slowdown

000
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

000
Buybacks

share repurchase, buyback program

1—1

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor