Lululemon Founder Chip Wilson to Initiate Proxy Fight

Updated 4:51 p.m. ET on Dec. 29

Lululemon Athletica Inc. founder Chip Wilson is not letting go as he agitates for more change at the yoga-inspired brand.

Following on the heels of current Lululemon chief executive officer Calvin McDonald’s plan to step down from both the corner office and as a director on Jan. 31, Wilson on Monday put forth his nomination of three independent director candidates for election to the company’s board at its 2026 annual meeting of shareholders. His chosen three are former On Holding AG co-CEO Marc Maurer, former ESPN chief marketing officer and founder of espnW Laura Gentile, and former Activision CEO and former Deutsch LA co-CEO and chief creative officer Eric Hirshberg.

Wilson, who still owns more than 8 percent of the brand he founded, has been vocal about the direction of the company, sniping publicly that it is “in a nosedive.” And while he has been critical of the trend in CEOs who are more financial operators than product-focused, Wilson also ignores the missteps he had when he was occupying the corner suite. Moreover, his latest agitations come just as Lululemon’s third-quarter earnings results topped Wall Street’s expectations. According to McDonald, the brand is “on track” with its efforts to increase seasonal newness, setting the stage for Lululemon to be “well positioned for spring.”

“My passion for the Lululemon Athletica muse has never changed, but I know this campaign for change cannot be about me. It is about recommitting Lululemon to genuine creative leadership that will reestablish a brand of enduring strength,” Wilson said in a statement, adding, “That is why we have put forward three, fully independent and world-class creative leaders to make the board more effective and accountable.”

Wilson also took a shot at the current board as well, stating that Lululemon needs visionary creative leadership to thrive and that the “current board lacks these skills.” He also pointedly emphasized that the CEO change announcement without a succession plan is a reflection of “failure of board oversight.” He essentially wants his team in place so they can be part of the CEO selection process.

“Shareholders have no faith that this board can select and support the next CEO without input from a board with stronger product experience,” Wilson said.

And he is going one step further, submitting a nonbinding proposal that seeks a board determination to “immediately declassify.” It’s a power-play move that takes away staggered board terms and allows all directors to be elected annually by shareholders. While declassification makes it easier for shareholders to remove entire boards in one swoop at election time, there’s also the potential for major disruption when boards are replaced in their entirety without even one person in place having historical knowledge or context of the rationale for certain past decisions.

Wilson said 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 the 2026 annual meeting. Joining him in the proxy solicitation are 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., and his three independent director nominees. Wilson’s group, including those that don’t own any shares of Lululemon stock, beneficially own more than 9.9 million shares of the company’s common stock.

Three director seats will be up for election in 2026. McDonald’s board seat ends in 2027. What could happen is the board will appoint a director to serve out the remainder of his term. 

Lululemon said in a statement Monday that shareholders don’t need to take any action, and that the board will review Wilson’s director candidate nominations and present a formal recommendation in the company’s definitive proxy ahead of the 2026 annual meeting. 

The company also disclosed that its board and the leadership team “have engaged extensively and in good faith for many years with Mr. Wilson to understand his perspectives and communicate our strategy.” It further claimed that when he indicated his intent to nominate directors, the company requested the names of his director candidates to evaluate their qualifications and backgrounds to avoid a costly and distracting proxy fight, but that “Mr. Wilson declined to engage further.” Now that the names have been submitted, Lululemon said the board will evaluate the nominees “in due course in accordance with the [its] governance process.”

Lululemon emphasized that its current board is highly engaged and experienced, noting that over one-third of its directors have joined the board within the past four years. It also sought to counter Wilson’s attack on the board’s lack of relevant skills, pointing out that over the last 10 years, the board’s oversight has seen revenues grow from $2.1 billion in fiscal year 2015 to $11.0 billion expected in fiscal year 2025. 

It acknowledged that there are further opportunities that exist to realize greater value across the company, stating that is why its CEO search will be focused on “identifying a leader with a track record of guiding companies through periods of growth and transformation who can build on our strong foundation and bring fresh perspectives to our brand strategy.”

Taking its own swipe at the company founder, Lululemon was quick to note that Wilson “has not been involved with the company for over a decade,” adding that since his departure, the company has “continued to adapt to the marketplace.”

“The Lululemon board of directors will continue to take actions that we believe are in the best interests of all the company’s shareholders,” the yoga-inspired, athletic brand said.

Wilson’s attacks aren’t the only challenges the Vancouver-based firm’s management team and board of directors face, however.

Last Thursday, activist investor Elliott Investment Management said it took a $1 billion stake in the yoga brand. It has been working with former Ralph Lauren Corp. executive Jane Nielsen, who is the activist’s top pick for the CEO job. Nielsen was chief financial and chief operating officer at Ralph Lauren, and is also the former CFO at Tapestry Inc. Executives at Lululemon did not respond to a request last week for comment regarding Elliott’s stake or Nielsen as its potential CEO candidate.

With Lululemon’s annual meeting traditionally held in the first week in June, Wilson’s plan to fix the board first before a CEO appointment could get thwarted should the company name McDonald’s successor sometime over the next few months, whether that’s Nielsen or someone else.

In addition to the series of weak earnings, Lululemon in June cut 150 corporate jobs. McDonald’s seven-year tenure also saw the departure in May 2024 of Lululemon’s chief product officer Sun Choe, who decamped to Vans as its global brand president. She was instrumental in the brand’s expansion into footwear, first in women’s — helping Lululemon win the FNAA Launch of the Year Award in 2022 — and then men’s in 2024. Her role at Lululemon was never replaced.

And just last month in a top management reshuffling, Celeste Burgoyne exited the role of president of the Americas and global guest innovation to become chief revenue officer for Vail Resorts. Burgoyne, who was with the company for 19 years and became brand president in 2020, helped expand Lululemon’s volume from $149 million in annual sales when she joined to more than $10 billion last year.