Lululemon founder Wilson escalates proxy fight, calls for broader board overhaul

Lululemon Athletica founder Chip Wilson intensified his campaign for governance changes at the athletic apparel maker on Friday, urging shareholders to replace more than three directors as part of an escalating proxy battle.

Wilson, who holds a 4.27% stake in the company, said in a letter that while he has formally nominated three independent directors, Marc Maurer, Laura Gentile and Eric Hirshberg, he believes broader board turnover is necessary.

He has also called for annual board elections and the creation of a committee focused on brand, product and creative oversight, a proposal he said the board rejected.

The founder first launched his proxy contest late last year, arguing the board lacks sufficient creative and marketing expertise and has mishandled CEO succession planning.

He criticized what he described as limited engagement from directors following his December nominations, saying the board only initiated discussions earlier this week and that its response was “weak and insufficient.”



Lululemon countered that Wilson declined to make his nominees available for meetings unless directors agreed in advance to a full slate of settlement terms.

The company said only Maurer has held preliminary discussions with the board, but added that it remains open to engaging with Wilson and other shareholders.

The dispute comes at a challenging moment for the retailer. Shares have fallen nearly 50% over the past year as Lululemon struggles to maintain momentum with younger and affluent shoppers amid rising competition from Alo Yoga and Vuori.

The company is also operating without a permanent chief executive following the December departure of Calvin McDonald.

Meanwhile, activist investor Elliott Investment Management has built a stake of more than $1 billion in Lululemon, adding further pressure as the governance fight intensifies.

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