LULULULULEMON ATHLETICA INC.
8-K5.025.07

Jun 26, 2026

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LULU 8-K: Smart Summary

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On June 24, 2026, lululemon athletica inc.'s Board appointed Laura Gentile and Marc Maurer as new Board members, effective immediately following the conclusion of the 2026 annual meeting of stockholders held on June 25, 2026, expanding the Board from 9 to 11 members pursuant to a previously disclosed Cooperation Agreement with Dennis J. 'Chip' Wilson and affiliated parties.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Executive Compensation

  • Laura Gentile — will receive standard compensation for Board service consistent with that of the Company's other non-employee directors; expected to enter into the Company's standard form indemnification agreement for non-employee directors
  • Marc Maurer — will receive standard compensation for Board service consistent with that of the Company's other non-employee directors; expected to enter into the Company's standard form indemnification agreement for non-employee directors

Item 5.07: Submission of Matters to a Vote of Security Holders

Director Elections

  • Charles (Chip) Bergh — 71,627,295 for / 1,959,276 withheld (97.3% approval)
  • Esi Eggleston Bracey — 72,103,330 for / 1,483,241 withheld (98.0% approval)
  • Teri List — 67,396,245 for / 6,190,326 withheld (91.6% approval)

Elections

  • Class I Director Laura Gentile — appointed to the Board effective immediately following the conclusion of the 2026 annual meeting of stockholders (June 25, 2026); appointed to serve on the Audit Committee and Corporate Responsibility, Sustainability and Governance Committee; determined to qualify as an 'independent' director under Nasdaq listing standards; appointment made pursuant to the Cooperation Agreement dated May 26, 2026
  • Class III Director Marc Maurer — appointed to the Board effective immediately following the conclusion of the 2026 annual meeting of stockholders (June 25, 2026); appointed to serve on the Audit Committee and Corporate Responsibility, Sustainability and Governance Committee; determined to qualify as an 'independent' director under Nasdaq listing standards; appointment made pursuant to the Cooperation Agreement dated May 26, 2026

Management Proposals

  • Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm — 71,434,176 for / 3,419,871 against / 86,976 abstain (95.4% approval) — passed
  • Advisory Approval of Executive Compensation — 46,416,593 for / 27,018,492 against / 151,486 abstain (63.2% approval) — passed
  • Approval of Amendment to 2023 Equity Incentive Plan (Share Reserve Increase) — 70,484,564 for / 2,994,359 against / 107,648 abstain (95.9% approval) — passed

Shareholder Proposals

  • Declassification of the Board of Directors — 73,105,842 for / 320,258 against / 160,471 abstain (99.3% approval) — passed
§ MORE SUMMARIES

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