Forward-Looking Statements and Risk Factors

This communication 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 10-K and 10-Q. We undertake no obligation to update any forward-looking statements.

Important Additional Information and Where to Find It

The company has filed a definitive 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 OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY 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/.

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History with Chip Wilson

Mr. Wilson’s actions are destructive to lululemon and its shareholders

Self-inflicted PR disaster forced his exit from the Board
  • March 2013: As Chair of the Board, Mr. Wilson oversaw the recall of ~17% of all women’s bottoms for being “too sheer”
  • November 2013: He blamed customers’ bodies for these product defects, alienating the company’s core consumer base and precipitating his resignation as Chair
Personal animosities override his professional judgement
  • June 2014: Mr. Wilson voted against his hand-picked chair while publicly promoting his meditation venture
  • July 2014: He required a legal non-disparagement clause and standstill provisions to prevent further public attacks
Extensive history of hostility toward directors, employees and guests
  • June 2016: He launched a hostile public campaign immediately after the non-disparagement agreement expired
  • October 2025: He published a full-page paid advertisement in The Wall Street Journal attacking the Board
  • March 2026: He issued letters warning CEO candidates that the Board is “unfit”
  • March 2026: He demanded to bypass our charter with the creation of a new committee to be chaired by his nominee to oversee CEO succession
  • April 2026: Employed antics, including having a truck with anti-lululemon messaging drive around Vancouver and New York City and park outside of the company’s headquarters and stores
Loudly misaligned with ethos and goals
  • January 2024: He publicly disparaged brand models, labeling them as unhealthy, sickly and not inspirational
  • January 2024: He explicitly criticized the company’s inclusion initiatives, indicating a preference to exclude certain customer segments
  • October 2025: He questioned the company’s multi-category expansion strategy claiming management was losing focus
Favors “gotcha” tactics over good-faith negotiation
  • February 2026: Mr. Wilson refused to permit the Board to interview Eric Hirshberg and Laura Gentile, bottlenecking the director succession pipeline
  • February 2026: He only permitted Marc Mauer to speak with the Board after specifically requesting the interaction
  • March 2026: He violated his own March 13, 2026 deadline, by prematurely issuing a public press release

History with Chip Wilson

The Board’s repeated attempts to reach a resolution

We have attempted to maintain a cordial and productive relationship with Mr. Wilson; however, he has repeatedly launched public attacks against the company year after year and has made controversial public statements that have had a negative impact on the brand. In addition to his many shareholder letters, media interviews, advertisements, and social media posts, Mr. Wilson has published two books to air his personal grievances against the Board and leadership.

The Board and leadership team have engaged extensively with Mr. Wilson for more than 10 years since he stepped down from the Board. We have been open to his ideas about the business even though he had no formal role or involvement with the company. The Board also repeatedly sought a constructive path forward that would avoid the costly and distracting proxy contest that Mr. Wilson launched this year:
We have engaged consistently with Mr. Wilson over the years, both in the normal course and in response to his actions, which have included publishing letters to shareholders, giving media interviews, launching attack websites, purchasing a bus stop ad across from company headquarters, having trucks park in front of the company’s headquarters and stores with negative ads, posting on social media channels, and publishing two books airing his personal grievances against the Board and leadership team, among others.
Starting last year, we asked Mr. Wilson to share potential director and CEO candidate names he wanted considered as part of the Board’s separate processes, but he declined. Once Mr. Wilson named director nominees for this year’s Annual Meeting, he refused for months to make them available for interviews.
We made multiple settlement proposals in the interest of reaching a resolution, the latest of which included the appointment of two of Mr. Wilson’s nominees to the Board this year and another mutually agreeable director to the Board next year, with the departure of an additional incumbent director in 2027.
We also agreed to support his shareholder proposal to move to annual director elections and offered a quarterly meeting for him to share his views on product, brand, and culture (without the company providing confidential information).
Every step of the way, Mr. Wilson has rejected our offers, re-trading on his own proposals and pursuing this proxy contest.

Mr. Wilson has a history of flouting the standstill provisions of his agreements with the company

On August 7, 2014, lululemon and Mr. Wilson signed a Support Agreement that provided for, among other things, the ability for Mr. Wilson to designate a person for nomination to the board subject to his not willfully violating certain standstill provisions
Nevertheless, Mr. Wilson took the following actions, which were inconsistent with the provisions of the standstill
June 1, 2016: Mr. Wilson writes an Open Letter to Shareholders
  • Initial engagements: Board conducts multiple meetings to hear Mr. Wilson’s perspective
June 6, 2016: Mr. Wilson writes an Op-Ed for the Globe and Mail
  • Mr. Wilson makes initial demand: Demands 3 seats, 4 director departures, Chair of the CRSG committee, 2 new committees
June 10, 2016: Mr. Wilson grants an interview with BNN Bloomberg
  • Mr. Wilson makes initial demand: Demands 3 seats, 4 director departures, Chair of the CRSG committee, 2 new committees
June 15, 2016: Mr. Wilson grants an interview with CNBC’s Squawk on the Street
  • Mr. Wilson makes initial demand: Demands 3 seats, 4 director departures, Chair of the CRSG committee, 2 new committees
February 10, 2017: Mr. Wilson purchases a bus station ad in Vancouver encouraging lululemon to “Buy Under Armor Now”
  • Mr. Wilson makes initial demand: Demands 3 seats, 4 director departures, Chair of the CRSG committee, 2 new committees
February 11, 2017: Mr. Wilson posts on his blog making further critiques and acknowledging that he has been using “public pressure”
  • Mr. Wilson makes initial demand: Demands 3 seats, 4 director departures, Chair of the CRSG committee, 2 new committees
Mr. Wilson’s attacks on the brand have been damaging to the company and its employees, and ultimately to its shareholders. The primary reason to enter into a settlement with Mr. Wilson was to eliminate the damage he is causing with his public statements and actions. Based on our prior experience, the company is skeptical of Mr. Wilson’s willingness to abide by customary standstill and non-disparagement provisions and, accordingly, proposed multiple different mechanisms to address this concern.

Mr. Wilson’s nominees would endorse his misguided perspectives and significantly downgrade the Board’s skills and expertise

The election of Mr. Wilson’s nominees would be an endorsement of the views of a founder with outdated perspectives about how to position the business and future of the company, as well as troubling conflicts of interest. 

The lululemon Board spent considerable time with all three of Mr. Wilson’s nominees and determined that their appointment would not be beneficial to shareholders and, if elected, would remove critical skills from the Board, including the loss of deep industry and corporate governance experience as well as financial expertise that is required for a public company.  

Laura Gentile

No public company Board experience
No direct experience in apparel or retail and has not held a position with responsibility for enterprise-level decisions of a public company
Career almost entirely focused on sports media

Eric Hirshberg

No public company Board experience
No direct experience in apparel or retail and no enterprise-CEO experience
No executive-level professional experience since his retirement

Marc Maurer

No public company Board experience
Limited apparel experience with a business significantly smaller than lululemon
Personal stake worth tens of millions of dollars in a direct competitor

Your vote is extremely important.

Our Board unanimously urges you to vote on the WHITE proxy card “FOR” ALL THREE of lululemon’s director nominees today
Chip Bergh
Esi Eggleston Bracey
Teri List
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