LULU 8-K: Smart Summary

On May 26, 2026, lululemon athletica inc. entered into a Cooperation Agreement with Dennis J. 'Chip' Wilson and affiliated entities, governing Board composition changes, director appointments, declassification of the Board, and associated governance commitments.

• Cooperation Agreement — lululemon athletica inc. 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 'Wilson'); effective May 26, 2026; requires Board to appoint Laura Gentile and Marc Maurer as independent directors immediately following the 2026 Annual Meeting, appoint one additional independent director with apparel product and brand expertise by October 1, 2026 (subject to Wilson's approval), have one incumbent director not stand for reelection at the 2027 Annual Meeting, recommend stockholder approval of Board declassification at the 2026 Annual Meeting, and submit a proposal at the 2027 Annual Meeting to fully declassify the Board effective as of the 2028 Annual Meeting; also includes voting commitments, standstill, non-disparagement, and other customary provisions; terminates 30 calendar days prior to the deadline under the Company's bylaws for submission of stockholder director nominations for the 2028 Annual Meeting, unless earlier terminated

• Director appointment — Laura Gentile and Marc Maurer — Each has signed a conditional letter of resignation, effective upon the earlier of (a) termination of certain Company obligations to Wilson or (b) termination of the Cooperation Agreement
• Additional independent director appointment — Must be completed by October 1, 2026; subject to approval of Mr. Wilson, not to be unreasonably withheld, conditioned, or delayed
• Board declassification proposal — Company will recommend stockholder vote in favor of Wilson's declassification proposal at the 2026 Annual Meeting; full declassification amendment to the Restated Certificate of Incorporation contingent on stockholder approval at the 2027 Annual Meeting, effective as of the 2028 Annual Meeting