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lululemon athletica inc

For the period ended Jun 11, 2025. Filed Apr 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 29, 2025

LULU$110.79-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

lululemon athletica inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TO OUR SHAREHOLDERS:

We are pleased to invite you to attend the annual meeting of shareholders of lululemon athletica inc. on Wednesday, June 11, 2025, beginning at 8:00 a.m., Pacific Time. The annual meeting will be a virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the annual meeting of shareholders online and submit your questions during the meeting by visiting the following link www.virtualshareholdermeeting.com/LULU2025. You also will be able to vote your shares electronically at the annual meeting.

We are excited to continue to embrace the latest technology to provide expanded access, improved communication, and cost savings for our shareholders and the company by hosting a virtual meeting which helps enable greater shareholder attendance. This format allows shareholders that might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world.

Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying notice and proxy statement.

This year we are again providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are sending to many of our shareholders a notice instead of a paper copy of this proxy statement and our 2024 annual report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those shareholders can receive a paper copy of our proxy materials, including this proxy statement, our 2024 annual report, and a form of proxy card or voting instruction card.

A copy of our combined annual report to shareholders and Annual Report on Form 10-K for the fiscal year ended February 2, 2025 will be mailed with this proxy statement to those shareholders that elect to receive a paper copy of the proxy materials. For those shareholders that receive the notice, this proxy statement and our 2024 Annual report are available at www.proxyvote.com.

All shareholders who do not receive a notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

Your vote is important. Regardless of whether you plan to participate in the annual meeting online, we hope you will vote as soon as possible. You may vote by proxy over the Internet, telephone or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, telephone, or by paper proxy, or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend the virtual meeting.

Thank you for your ongoing support of, and continued interest in, lululemon.

Sincerely,

/s/ Calvin McDonald

Calvin McDonald

Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS1
YEAR IN REVIEW6
OUR IMPACT11
EXECUTIVE OFFICERS & BOARD OF DIRECTORS13
PROPOSAL NO. 1 - ELECTION OF DIRECTORS22
CORPORATE GOVERNANCE23
DIRECTOR COMPENSATION37
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM39
REPORT OF THE AUDIT COMMITTEE41
PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION42
EXECUTIVE COMPENSATION43
EXECUTIVE COMPENSATION TABLES63
SUMMARY COMPENSATION TABLE63
2024 GRANTS OF PLAN-BASED AWARDS66
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END69
2024 OPTION EXERCISES AND STOCK VESTED72
POTENTIAL POST-EMPLOYMENT PAYMENTS FOR EXECUTIVE OFFICERS74
CEO PAY RATIO79
PAY VERSUS PERFORMANCE80
PROPOSAL NO. 4 - SHAREHOLDER PROPOSAL84
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS87
PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP BY MANAGEMENT88
TRANSACTION OF OTHER BUSINESS90
SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS91
APPENDIX A - NON-GAAP FINANCIAL MEASURES92
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.