lululemon athletica inc. 8-K

What Happened

• On December 29, 2025, lululemon athletica inc. announced via press release (filed as Exhibit 99.1 to the Form 8-K) that it received a letter from Dennis J. Wilson. The letter disclosed Mr. Wilson’s intent to nominate director candidates and to submit a non-binding proposal to declassify lululemon’s board of directors at the company’s 2026 annual meeting of stockholders. The company issued a public response to that letter, which is the subject of this Item 8.01 filing.

Key Details

• Date of company press release and 8‑K filing: December 29, 2025.
• Proponent: Dennis J. Wilson — disclosed intention to nominate director candidates.
• Proposal: A non-binding request to declassify lululemon’s board for consideration at the 2026 annual meeting.
• Document filed as Exhibit 99.1 to the Form 8‑K.

Why It Matters

• The filing signals a potential governance contest: nominations and a declassification proposal could lead to changes in how directors are elected (declassification would move to annual director elections instead of a staggered board).
• Investors should monitor subsequent filings (proxy materials, further correspondence, or additional 8‑Ks) for details on proposed nominees, timing, and any company response or recommendations, as these developments can affect board composition and corporate governance.