lululemon athletica 8-K 2023-06-07

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 7, 2023

Date of Report (Date of earliest event reported)

lululemon athletica inc.

(Exact name of registrant as specified in its charter)

1818 Cornwall Avenue

Vancouver, British Columbia

Canada, V6J 1C7

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (604) 732-6124

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

At the lululemon athletica inc. 2023 Annual Meeting of Shareholders held on June 7, 2023, the matters on which the stockholders voted, in person or by proxy, were:

1.to elect three Class I directors to hold a three-year term and to approve the continuation of one Class II director to serve the remainder of the term, until each director's respective successors are elected and qualified;

2.to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2024;

3.to approve, on an advisory basis, the compensation of our named executive officers;

4.to approve, on an advisory basis, the frequency of say-on-pay votes; and

5.to approve the adoption of the lululemon athletica inc. 2023 Equity Incentive Plan.

The results of the voting were as follows:

Election of Directors:

Each of the foregoing nominees was elected and each received more votes for than the votes cast against that nominee's election.

Ratification of Appointment of Independent Registered Public Accounting Firm:

The foregoing proposal was approved.

Approval, on an Advisory Basis, of Executive Compensation:

The foregoing proposal was approved.

Recommended Frequency of Advisory Say-on-Pay Proposal:

The foregoing proposal recommended an advisory say-on-pay proposal frequency of 1 year.

Approval of Adoption of the lululemon athletica inc. 2023 Equity Incentive Plan:

The foregoing proposal was approved.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.