Lululemon announced it has entered into a Cooperation Agreement with its founder, Dennis J. “Chip” Wilson, resolving a potential proxy contest and outlining significant changes to its Board of Directors and corporate governance structure.
Key Details
- Board Appointments: Laura Gentile (former CMO of ESPN) and Marc Maurer (former Co-CEO of On) will join the Board as independent directors immediately following the 2026 annual meeting. A third new independent director with apparel and brand expertise will be appointed by October 1, 2026.
- Board Declassification: The company will support Mr. Wilson's proposal to declassify the Board at the 2026 annual meeting and, if approved, will submit a binding proposal for the annual election of all directors effective as of the 2028 annual meeting.
- Standstill Agreement: The agreement, dated May 26, 2026, includes customary standstill, voting commitment, and non-disparagement provisions that bind Mr. Wilson until 30 days prior to the director nomination deadline for the 2028 annual meeting.