Chip Wilson Issues Statement and Shares Details of Negotiations with lululemon

Wilson Stands Ready to Reach Agreement on Principal Terms Provided by lululemon

VANCOUVER, BC, May 18, 2026 /PRNewswire/ -- Chip Wilson, Founder of lululemon athletica inc. (NASDAQ: LULU) ("lululemon" or the "Company") and one of lululemon's largest shareholders, today released the following statement regarding recent settlement discussions with lululemon's Board of Directors (the "Board").

"There is no reason why we cannot reach a resolution to this fight quickly. The Board has not provided me with detail on where our disagreements lie right now, but as of Friday last week, we seemed to be in full agreement on the principal terms. I remain undeterred and willing to be constructive. I am confident in the skillsets of our highly qualified independent nominees that bring unmatched brand and marketing expertise. I stand ready to do what is best for all shareholders of lululemon with this campaign, be it a vote or resolution with the Board. All shareholders expect us to be practical, collaborative and focused on doing what is right for unlocking value," said Mr. Wilson.

Mr. Wilson continued, "My focus remains on making sure lululemon has the right skills on the Board, that brand/product expertise is prioritized and that lululemon returns to form. The notion that I want to dictate strategy to lululemon is just wrong. I'm a passionate investor in lululemon and across the technical apparel space, I feel my experience can be helpful to the businesses I invest in and I am proud of our success. As I told Chip Bergh over email, my hope is simply to have a regular dialogue like any large shareholder."

In a May 13 email copying Marti Morfitt, Chip Bergh proposed on behalf of the Board eight principal terms. Those terms as directly stated by Mr. Bergh are:

• We (lululemon) choose and appoint two of your nominees to the Board after the AGM.
• We agree to one additional mutually agreed director between now and October.
• One incumbent director will step down at the 2027 AGM.
• We (lululemon) will add your 2 nominees to our CRSG committee.
• We (lululemon) will create a product/brand advisory council and appoint your third nominee to this council.
• We (lululemon) will accept your declassification proposal and recommend a vote "for" on the proxy.
• We (lululemon) require a 2-year standstill and non-disparagement and expect you to vote with the board for the 2-year period.
• Mutually agreed press release.

Mr. Wilson responded on May 14 and agreed to the eight key terms in principle while providing further detail on items like director appointment timing and rejecting the notion of "pocket resignations" for his nominees. Other items were to align to market standard terms, such as replacement rights and expense reimbursement. These are very common terms – so much so that they are included in at least 14 of the last 20 settlement agreements that other clients of lululemon's counsel have entered into in similar situations.¹ Mr. Wilson also requested regular meetings between members of the Board that would be conducted similar to engagement with any shareholder and is entirely customary for a large, active shareholder.

Mr. Wilson stands by his support for the eight principal terms and is willing to engage in constructive dialogue with the Board to affect this settlement.

For the sake of shareholders having full transparency, a detailed table of lululemon's term sheet and Mr. Wilson's response is provided below.

Certain Information Concerning the Participants
Dennis J. "Chip" Wilson, together with the other Participants (as defined below), has filed a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GOLD Universal Proxy Card with the U.S. Securities and Exchange Commission (the "SEC") to be used to solicit proxies from the shareholders of the Company in connection with the Company's 2026 Annual Meeting of Shareholders (the "Annual Meeting"). 

SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. 

The participants in the solicitation of proxies are Mr. Wilson, Anamered Investments Inc., LIPO Investments (USA), Inc., Wilson 5 Foundation, Wilson 5 Foundation Management Ltd., Five Boys Investments ULC, Shannon Wilson, Low Tide Properties Ltd., House of Wilson Ltd., Marc Maurer, Laura Gentile and Eric Hirshberg (collectively, the "Participants"). 

The Definitive Proxy Statement and accompanying GOLD Universal Proxy Card have been furnished to some or all of the Company's shareholders and, along with other relevant documents, are available at no charge on the SEC's website at https://www.sec.gov/. 

Contacts
Media
Val Mack, [email protected]
Pat Tucker, [email protected]

Investors
Scott Winter, Gabrielle Wolf
Innisfree M&A Incorporated
(212) 750-5833

1. SEC Filings of the twenty most recent legal counsel cooperation agreements.

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SOURCE Chip Wilson