Chip Wilson launches proxy fight at Lululemon over board control

Chip Wilson, founder of Lululemon Athletica Inc. (NASDAQ: LULU) and one of the company's largest shareholders, announced he is pursuing a proxy campaign to replace board members at the athletic apparel company.

Wilson stated in a letter to shareholders that Lululemon's stock has lost nearly half its value over the past five years, costing shareholders approximately $20 billion. He nominated three independent director candidates on December 29 and submitted a proposal to declassify the board.

The founder cited concerns about the board's strategic oversight regarding brand and product decisions. Wilson proposed creating a Brand Product Committee, which the board rejected. He pointed to Amer Sports Inc., where a similar committee structure helped brands like Wilson and Arc'teryx outperform the S&P 500 by approximately 89% since its 2024 IPO.

Wilson's three nominees are Marc Maurer, former Co-CEO of On Holding AG; Laura Gentile, former Chief Marketing Officer of ESPN; and Eric Hirshberg, former CEO of Activision Publishing. The group collectively owns 9,904,856 shares of Lululemon common stock.

The board responded to Wilson's framework on February 24, offering unspecified director refreshment over multiple years and phased board de-staggering. Wilson called this response "weak and insufficient."

Wilson expressed particular concern about board independence, noting that multiple directors have already lost support from more than 20% of shareholders in recent annual meetings. He also highlighted that the board is searching for a permanent CEO following what he described as the third failed succession planning process.

The company faces its 2026 annual meeting where shareholders will vote on the proposed changes. Wilson indicated he hopes to reach a resolution by March 13.

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