Chip Wilson details settlement talks with Lululemon board

Chip Wilson, founder of Lululemon Athletica Inc. (NASDAQ: LULU) and one of the company's largest shareholders, disclosed details of ongoing settlement discussions with the company's board of directors regarding his proxy campaign.

Wilson stated he agreed in principle to eight key terms proposed by board chair Chip Bergh on May 13. The terms include appointing two of Wilson's nominees to the board after the annual meeting, adding one mutually agreed director, having one incumbent director step down at the 2027 annual meeting, and creating a product/brand advisory council.

The proposed agreement would also require Wilson to accept a two-year standstill period and vote with the board's recommendations. Lululemon would support Wilson's board declassification proposal and add his nominees to the Corporate Responsibility, Sustainability and Governance Committee.

Wilson responded on May 14, accepting the principal terms while requesting standard provisions including replacement rights for departing nominees, expense reimbursement, and regular quarterly meetings with board members. Wilson noted these terms appear in 14 of the last 20 settlement agreements involving Lululemon's legal counsel in similar situations.

The founder emphasized his focus on ensuring the board has appropriate brand and product expertise. "The notion that I want to dictate strategy to Lululemon is just wrong," Wilson stated. "My hope is simply to have a regular dialogue like any large shareholder."

Wilson has filed a definitive proxy statement with the Securities and Exchange Commission to solicit proxies for Lululemon's 2026 annual meeting. The settlement discussions aim to resolve his campaign to add directors with marketing and brand expertise to the company's board.

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