lululemon athletica inc DEFA14A, filed Mar 17, 2026
lululemon athletica inc. (LULU)
DEFA14A
2026-03-17
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Added on
October 16, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 13, 2026
Date of Report (Date of earliest event reported)
lululemon athletica inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33608 | 20-3842867 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
1818 Cornwall Avenue
Vancouver, British Columbia
Canada, V6J 1C7
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (604) 732-6124
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.005 per share | LULU | Nasdaq Global Select Market | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Appointment of Director
On March 13, 2026, the board of directors (the "Board") of lululemon athletica inc. (the "Company") appointed Chip Bergh as a member of the Board, effective March 17, 2026. In connection with Mr. Bergh's appointment, the Board increased the size of the Board from 9 to 10 members.
Mr. Bergh served as President and Chief Executive Officer and as a member of the board of directors of Levi Strauss & Co. from 2011 to 2024. He previously spent 28 years at The Procter & Gamble Company, most recently serving as Group President, Global Male Grooming. Mr. Bergh currently serves on the boards of directors of HP Inc., Pinterest, Inc. and e.l.f. Beauty, Inc. Since 2024, Mr. Bergh has served as a Senior Lecturer at Harvard Business School. He holds a Bachelor of Arts degree in international affairs from Lafayette College.
Mr. Bergh will serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders (the "Annual Meeting"). Mr. Bergh will serve on the Corporate Responsibility, Sustainability, and Governance Committee and the People, Culture, and Compensation Committee. The Board has determined that Mr. Bergh qualifies as an "independent" director under Nasdaq listing standards.
Other than as described in this Item 5.02, there are no arrangements or understandings between Mr. Bergh and any other person pursuant to which he was selected as a director. There are no transactions in which Mr. Bergh has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Bergh will receive standard compensation for his service as a director consistent with that of our other non-employee directors. We expect Mr. Bergh to enter into our standard form indemnification agreement for non-employee directors.
Departure of Director
On March 13, 2026, David Mussafer, a member of the Board, informed the Board that he plans to retire from the Board at the end of his current term and will not stand for reelection at the Annual Meeting. Immediately following the Annual Meeting, the size of the Board will be reduced from 10 to 9 members. Mr. Mussafer currently serves as lead director and chair of the Corporate Responsibility, Sustainability and Governance Committee. Mr. Mussafer's decision to not stand for reelection was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
| Item 7.01. | Regulation FD Disclosure. | ||||
On March 17, 2026, the Company issued a press release in connection with Mr. Bergh's appointment to the Board as reported under Item 5.02 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.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted in iXBRL) | |||||||
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: March 17, 2026 | /s/ MEGHAN FRANK | ||||
| Meghan Frank | |||||
| Interim Co-Chief Executive Officer and Chief Financial Officer | |||||
Exhibit 99.1
Chip Bergh Joins lululemon Board of Directors
Independent Director Brings Decades of Experience Driving Growth and Value Creation for Iconic Consumer Brands
Appointment Reflects Commitment to Ongoing Board Refreshment
VANCOUVER, British Columbia – March 17, 2026 – lululemon athletica inc. (NASDAQ:LULU) today announced the appointment of Chip Bergh, former President and Chief Executive Officer of Levi Strauss & Co., to its Board of Directors, effective immediately. With this addition, lululemon has added five new independent directors to the Board in the last five years, reflecting the Board's commitment to ongoing refreshment.
"Chip Bergh is an industry leader with a proven record of guiding successful transformations, overseeing the growth of some of the world's most iconic brands, and driving value creation at global, category-defining companies," said Marti Morfitt, Executive Chair of the Board. "We are confident the Board will benefit from his extensive brand and retail expertise as we continue to build on lululemon's strong foundation and deliver innovative products and experiences for guests."
"lululemon has built one of the most distinctive brands in the athletic and lifestyle sector, grounded in innovation, design, technical expertise, and deep connections with its guests on a local level around the world," said Chip Bergh. "I am honored to join the Board at a pivotal time and excited to work with my fellow directors to advance the company's strategic vision."
Mr. Bergh will stand for election at lululemon's 2026 Annual Meeting of Shareholders in lieu of David Mussafer, who has notified the Company that he does not intend to stand for re-election at the conclusion of his current three-year term.
Ms. Morfitt added, "On behalf of the Board, I want to thank David for his many contributions to lululemon. Since first joining the Board in 2005, David has served in numerous roles, including Co-Chairman from 2014 to 2017. His perspectives have helped us grow sales, extend the brand's global reach, and position the company and the Board for the future, and we are grateful for his dedicated service."
Ms. Morfitt continued, "Chip Bergh's appointment is the result of a process that began with our last Board skills assessment, and reflects our commitment to thoughtful, ongoing refreshment. We remain focused on progressing the search for lululemon's next CEO, overseeing the development and execution of the company's plans, and taking steps to drive long-term, sustainable growth and shareholder value creation."
About Chip Bergh
Chip Bergh most recently served as President and Chief Executive Officer of Levi Strauss & Co. from 2011 to 2024 and served on its board during that time. Prior to joining Levi Strauss & Co., Mr. Bergh spent 28 years at Procter & Gamble in roles of increasing scope and complexity across brand management, general management, and executive leadership. Mr. Bergh has served on the board of HP Inc. since 2015, where he currently serves as non-executive chair, and also serves on the boards of e.l.f. Beauty, Inc. and Pinterest, Inc.; he previously served on the board of VF Corporation. Mr. Bergh is a Senior Lecturer of Business Administration at Harvard Business School and holds a bachelor's degree in international affairs from Lafayette College.
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.
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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, Interim Co-CEO and Chief Financial Officer; André Maestrini, Interim Co-CEO, 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 (available here). 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, December 17, 2025, and January 2, 2026 for Meghan Frank (available here, here, and 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); June 12, 2025 for Jon McNeill (available here); June 12, 2025, December 18, 2025, and December 29, 2025 for Martha Morfitt (available here, here, and 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.
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Investor Contact
lululemon athletica inc.
Howard Tubin
1-604-732-6124
Media Contacts
lululemon athletica inc.
Madi Wallace
1-604-732-6124
or
Joele Frank, Wilkinson Brimmer Katcher
Leigh Parrish / Jed Repko
1-212-355-4449
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