Lululemon is displaying its tooth.
The Vancouver-based athleticwear firm is taking its battle with activist founder Chip Wilson public, writing in a letter to shareholders on Monday he has “outdated views” and “troubling conflicts of curiosity” that may derail its turnaround plan, supplies reviewed by CNBC present.
The letter, Lululemon’s first main public response to Wilson since his proxy battle ramped up late final yr, comes after settlement talks with the retailer’s founder fell aside final week, supplies reviewed by CNBC present. The missive lays out why the corporate’s technique, its incoming CEO Heidi O’Neill and board nominees are in the end greatest for shareholders because it urged them to vote in its favor and set June 25 because the date for its long-awaited annual assembly.
“Wilson, who stopped serving on the Board over a decade in the past for well-documented causes, has been attacking the corporate and the Board for a few years, damaging the model and hurting shareholders. He has now put ahead three opposing nominees in an try to regain elevated affect over the corporate that he has coveted since he left,” the letter, considered by CNBC, states.
“Your Board firmly believes that changing any of lululemon’s administrators with Mr. Wilson’s much less certified nominees would endorse his misguided views, deprive the corporate of important abilities and experience, and danger derailing our progress in an particularly pivotal time for our enterprise and group.”
Wilson did not instantly return a request for remark.
Lululemon’s enterprise has been underneath strain for round two years, notably within the Americas, its largest market, because it navigates the influence of tariffs, a shaky U.S. shopper and a product assortment that is did not wow buyers in the identical method it as soon as did. It has additionally confronted steep competitors within the athleisure house from upstarts like Vuori and Alo Yoga as the worldwide athleisure market began to chill.
When reporting fiscal fourth-quarter earnings in March, Lululemon issued weak fiscal 2026 steerage and warned greater tariffs and its proxy battle with Wilson would weigh on its backside line. As of Friday’s shut, shares are down nearly 43% this yr.
Wilson, who based Lululemon in 1998, stepped down as CEO in 2005 however stayed on as chairman till 2013 when he departed after blaming a recall of its trademark black pants on prospects. He instructed Bloomberg on the time, “Some girls’s our bodies do not work for the pants.”
“It is actually in regards to the rubbing by way of the thighs, how a lot strain is there over a time frame,” he mentioned.
Wilson has been a frequent critic of the model within the years since, however ramped up his assaults late final yr as Lululemon’s challenges had been mounting. His largest gripe has been the corporate’s board of administrators, whom he blames for his resolution to step down as chair in 2013, and has been lobbying each the corporate and shareholders to get behind his slate of nominees.
In response, Lululemon has asserted that its management is why the model has been in a position to scale into an $11 billion retailer, and argued Wilson is aligned with direct rivals together with Alo Yoga and Vuori, who Wilson has admitted to advising, safety filings present.
At Lululemon’s annual assembly subsequent month, shareholders shall be introduced with two units of director choices for election that either side are betting might help flip the corporate round. Shareholders can vote to elect the retailer’s nominees, former Levi Strauss CEO Chip Bergh, former Unilever chief progress and advertising and marketing officer Esi Eggleston Bracey and serial board member and former Hole finance chief Teri Checklist. Or, they’ll go for Wilson’s nominees, former ESPN chief advertising and marketing officer Laura Gentile, former Activision CEO Eric Hirshberg and former On co-CEO Marc Maurer.
Wilson has mentioned the retailer’s downward slide is a results of “deprioritizing artistic excellence on the altar of effectivity.” The answer, he argued in a letter to shareholders final week, is “extra confirmed, artistic leaders” within the boardroom.
“Our three nominees all perceive what it takes to foster a artistic, targeted and profitable enterprise that delivers superior returns by way of artistic excellence – in design, expertise and execution,” Wilson wrote. “[They] have all led organizations that solely succeed once they out-create their rivals, and so they know what it takes to create an impressed, artistic group and assist it thrive.”
Final week, Lululemon made a closing try to resolve its proxy contest with Wilson and attain a settlement settlement, supplies considered by CNBC present. It provided to nominate two of Wilson’s nominees following the annual assembly, up from a earlier provide of 1, and agreed to nominate a 3rd new director not from his slate however topic to his approval. The corporate additionally mentioned it might to create an advisory model product council that would come with Wilson’s third nominee not appointed to the board.
In response, Wilson upped his calls for, asking for the suitable to switch administrators if his nominees stopped serving on the board and full reimbursement for his marketing campaign by the corporate, amongst different requests, supplies considered by CNBC present. Lululemon rejected that supply and settlement talks fell aside.
Now, Lululemon is arguing within the letter that its nominees are “vastly superior” to Wilson’s and the election of any one of many founder’s picks “would lead to a big degradation of your Board’s expertise and experience, together with the lack of deep trade and company governance expertise in addition to monetary experience that’s required for a public firm.”
It criticized Gentile, Hirshberg and Maurer for having no public firm board expertise and both no or little time working in attire and retail.
It identified that Maurer, who a few yr in the past stepped down because the co-CEO of On, a direct competitor to Lululemon, nonetheless has a private stake in his former firm value tens of hundreds of thousands of {dollars}, making up “a substantial portion of his web value.”
The corporate additionally got here to the protection of its incoming CEO, who’s slated to take the helm in September after nearly 30 years at Nike
When Lululemon introduced final month O’Neill was its selection as its subsequent CEO, Wall Avenue offered off the inventory on considerations she was partially answerable for a few of the challenges Nike is at present dealing with. There are additionally considerations that she will not be beginning within the job for a number of months, pushing out the timeline to restoration additional than some buyers had hoped, particularly given Lululemon’s lengthy lead occasions for merchandise.
“A close to 30-year veteran of [Nike] is just not the image of transformative, creative-first management that may instill shareholder confidence in as we speak’s world,” Wilson wrote in a letter to shareholders on April 29. “Shareholders are proper to query if she has the product skillset or historical past of worth creation that’s wanted to revitalize lululemon.”
In response, the retailer mentioned in its letter to shareholders that O’Neill is “the best govt to guide” the corporate and brings a “distinctive stability of creativity and operational self-discipline required at this pivotal second.”
“Because the Board initiated the CEO search, we established standards that encompassed each turnaround and progress expertise. We acknowledge there are elements of lululemon’s enterprise that want a reset, however that shouldn’t be the top sport. The lululemon model stays essentially sturdy and there’s important potential to innovate and evolve product and have interaction our communities to scale the enterprise even additional throughout actions and internationally,” Lululemon wrote.
“In the course of the months-long interview course of, Ms. O’Neill distinguished herself by way of a uncommon mixture of deep trade, product, and model expertise in addition to her sturdy observe report of each transformation and progress at scale. She demonstrated a capability to obviously articulate the lululemon model’s essence and future alternative, whereas additionally bringing a realistic, execution-oriented mindset,” the corporate added within the letter.
Lululemon pointed to O’Neill’s a few years of expertise main Nike’s attire enterprise by way of a interval of speedy progress and her time spent lowering product lead occasions and resetting the model previous to her departure.
“O’Neill established and constructed Nike’s Ladies’s enterprise and grew it right into a multi-billion-dollar franchise,” Lululemon mentioned. “And she or he led vital digital transformations as an early digital champion and innovator, throughout a interval of speedy digital commerce gross sales progress of greater than 65%.”
