Lululemon’s founder Chip Wilson on Monday nominated three new directors to the board for a shareholder vote at the company’s next AGM and said a new CEO should be chosen after major board changes.Isabella Falsetti/The Globe and Mail
Lululemon Athletica Inc. LULU-Q is assuring its senior leadership that the company’s current strategy remains unchanged for now, following a new proxy bid from Chip Wilson, the company’s founder.
In a letter to senior leaders, sent Monday and filed with the U.S. securities regulator on Tuesday, Lululemon chief financial officer Meghan Frank said the company will continue “business as usual,” and that Lululemon’s leadership and board remain confident in its strategy.
“Chip’s comments do not change our priorities or focus,” Ms. Frank said in the letter. “The best way you can help is by remaining focused on your day-to-day roles and responsibilities, and meeting our goals.
On Monday, Mr. Wilson, a major shareholder, nominated three new directors to the board for a shareholder vote at the company’s next annual general meeting.
He insisted that the next chief executive officer appointment should take place only after significant changes to the board’s membership. Lululemon’s CEO, Calvin McDonald, is leaving the company in January, and Mr. Wilson called the lack of clear succession planning a “total failure of board oversight.”
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The letter instructs the company’s leadership not to engage with media or investors, as the company may be subject to disclosure obligations.
It also lists a few speaking points that leaders can use to answer questions from their teams.
“As always, please remain focused on the opportunities ahead as we continue to take actions to accelerate our business and drive long-term, sustainable growth for Lululemon,” Ms. Frank wrote.
The letter follows a news release Monday, in which the company said it would evaluate potential director candidates and present formal recommendations in line with its governance policy.
Also on Tuesday, Mr. Wilson filed documents with the U.S. Securities and Exchange Commission outlining his ownership in Lululemon.
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Mr. Wilson holds a small amount of stock directly – 3,853 shares – but he effectively controls about 9.9 million shares through various entities and family trusts, which include investment holding companies Anamered Investments Inc., a British Virgin Islands corporation, LIPO Investments (USA) Inc., based in British Columbia, and shares owned by his spouse, Shannon Wilson.
Mr. Wilson’s holdings include about 5.1 million exchangeable shares, which can be redeemed for shares of Lulu Canadian Holding Inc., a wholly-owned subsidiary of Lululemon, and each one equivalent to a Lululemon common share.
Mr. Wilson’s ownership represents about 8.8 per cent of the total shares outstanding as of Dec 5. If Mr. Wilson sold all his shares Tuesday, at a closing price of US$210.67 on the Nasdaq exchange, he would receive more than US$2-billion, or about $2.8-billion.
Laura Gentile, Eric Hirshberg and Marc Maurer – the three board members he has nominated – each hold zero Lululemon shares, according to the documents.