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. Wilson nominating an alternative slate; the board recommends voting only for its three nominees: Chip Bergh, Esi Eggleston Bracey, and Teri List.

• The board supports a transition to annual director elections and recommends approval of a stockholder proposal to declassify the board.

• The board recommends ratifying PricewaterhouseCoopers LLP as auditor and approving an amendment to the 2023 Equity Incentive Plan to increase the share reserve.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors for three-year terms; board recommends voting for Bergh, Bracey, and List.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for FY ending Jan 31, 2027.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

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

• The board supports ongoing dialogue with stockholders and has engaged extensively with Mr. Wilson regarding governance and board composition.

• The board recommends transitioning to annual director elections and is committed to evolving governance practices.