Lululemon founder launches proxy fight to overhaul board
The heat is on at Lululemon Athletica Inc.
Chip Wilson, founder of the athletic-activewear brand and one of its biggest shareholders, is launching a proxy fight as he looks to overhaul the board while Lululemon searches for a new chief to replace Calvin McDonald, who will step down as CEO and board member on Jan. 31. McDonald has led the chain since 2018.
On Dec. 29, Wilson nominated three independent director candidates for election to the company’s board at its 2026 annual meeting of shareholders. The nominees include Marc Maurer, former co-chief of Lululemon rival On Holding AG; Laura Gentile, former ESPN chief marketing officer and founder of espnW, ESPN’s first and only dedicated business for women; and Eric Hirshberg, former CEO of Activision CEO (prior to joining Activision, he was co-chief CEO and chief creative officer of the Deutsch LA advertising agency.)
Wilson also submitted a non-binding proposal that calls for the board to immediately declassify so that all
directors are elected annually by shareholders. Only approximately 10% of S&P 500 companies have staggered director elections, including Lululemon, according to Wilson. He plans to file with the U.S. Securities and Exchange Commission a definitive proxy statement using a “Gold” Universal Proxy Card to solicit proxies from shareholders in connection with company’s 2026 annual meeting.
Wilson has been a vocal critic of McDonald and has called for changes at Lululemon, whose performance has faltered amid increased competition and product missteps, In October, he took out a full-page advertisement (“Lululemon: In a Nosedive”) in The Wall Street Journal detailing his complaints. Wilson said the
company had “lost its edge.”
“As one of the largest active shareholders of Lululemon, I am deeply concerned about what appears to be a tremendous failure by the board to competently plan for the future and manage an effective succession process,” Wilson stated in a press release December. “This latest failure in my opinion only amplifies the urgency the company faces and the obvious need for the CEO search to be led by new, independent directors with real experience.”
Wilson repeated many of his complaints in announcing his slate of candidates for the board.
"As I have stated for years, Lululemon needs visionary creative leadership to thrive,” he said. “The simple
truth is that the current board lacks these skills and, as a result, Lululemon is unable to win back the confidence of its critical stakeholders and regain commercial momentum. The nominees I put forward today are the change that is needed to redefine Lululemon and begin this company’s next chapter of success. They can play an essential role in refocusing on the inspirational customer, revitalizing its bold vision, attracting the best people and maximizing value for all shareholders.”
Lululemon response
Lululemon said in a statement it will “will review and consider” Wilson’s nominations at next year’s board meeting. The company noted that Wilson has not been involved with the company for a decade, and since his
departure, Lululemon “has continued to adapt to the marketplace and lead the industry, building one of the most compelling growth stories in retail.”
The company also defended its board.
“Lululemon has a highly engaged and experienced board that is well-equipped to provide effective guidance on the company’s direction and the execution of our growth strategy,” the company stated. “Over one-third of our directors have joined the board within the past four years.”
In related news, Reuters has reported that Elliott Management, which in December disclosed a $1 billion stake in Lululemon, had been working closely with retail veteran and former Ralph Lauren executive Jane Nielsen for a potential CEO role.
