What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-30 · 24 added, 58 removed, 277 unchanged (23% of the section changed)

9 unchanged sentences

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

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statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

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OTHER INFORMATION

On March 24, 2021, our board of directors amended and restated our bylaws.

The amendments are designed to update and modernize the bylaws to (1) conform them to the General Corporation Law, (2) reflect recent developments in public company governance, (3) remove certain outdated provisions and eliminate redundancies, (4) clarify certain corporate procedures, and (5) conform language and style.

The amended and restated bylaws include amendments to:

• clarify the provisions for stockholder meetings, including those held solely by means of remote communications;

• update the provisions governing the notice of stockholder meetings;

• update and modernize the provisions governing stockholder lists;

• update and modernize the procedures for meetings of the board of directors, including notice of meetings;

• update and modernize the provisions governing board action by written consent;

• require that any delayed effectiveness of officer or director resignations be subject to the approval of the board of directors;

• update, modernize, and clarify the provisions regarding the Board chair;

• update and modernize provisions regarding the committees of the board of directors;

• update and modernize the provisions governing the indemnification of officers and directors of the company, including providing that the company is required to indemnify (and advance expenses to) officers and directors to the fullest extent permitted by applicable law;

• make certain other updates, clarifications, and administerial and conforming changes.

The foregoing description of the amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached as Exhibit 3.5 and incorporated by reference herein.

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Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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(1) This amount represents the following:

(a) 804,307 shares subject to outstanding options, (b) 199,085 shares subject to outstanding performance-based restricted stock units, (c) 274,707 shares subject to outstanding restricted stock units, and (d) 14,926 shares subject to outstanding restricted stock units that settle in cash or common stock at the election of the employee.

The options, performance-based restricted stock units and restricted stock units are all under our 2007 Equity Incentive Plan or our 2014 Equity Incentive Plan.

(a) 788,988 shares subject to outstanding options, (b) 166,753 shares subject to outstanding performance-based restricted stock units, and (c) 238,313 shares subject to outstanding restricted stock units.

The options, performance-based restricted stock units, and restricted stock units are all under our 2014 Equity Incentive Plan.

Restricted shares outstanding under our 2014 Equity Incentive Plan have already been reflected in our total outstanding common stock balance.

4 unchanged sentences

No further awards may be issued under the predecessor plan, our 2007 Equity Incentive Plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

The information required by this item is incorporated by reference to our 2022 Proxy Statement under the caption "Fees for Professional Services."

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

8 unchanged sentences

For the year ended February 2, 2020 $ ( 1,194 ) $ ( 12,593 ) $ 11,712 $ ( 2,075 )

For the year ended February 2, 2020 ( 1,194 ) ( 12,593 ) 11,712 ( 2,075 )

For the year ended January 31, 2021 ( 2,075 ) ( 9,231 ) 10,323 ( 983 )

For the year ended January 30, 2022 ( 983 ) ( 22,281 ) 20,948 ( 2,316 )

Obsolescence and Quality Provision on Finished Goods and Raw Materials

For the year ended February 2, 2020 $ ( 7,552 ) $ ( 5,363 ) $ 2,533 $ ( 10,382 )

For the year ended February 2, 2020 ( 7,552 ) ( 5,363 ) 2,533 ( 10,382 )

For the year ended January 31, 2021 ( 10,382 ) ( 2,467 ) 472 ( 12,377 )

For the year ended January 30, 2022 ( 12,377 ) ( 1,410 ) 2,462 ( 11,325 )

Damage Provision on Finished Goods

For the year ended February 2, 2020 $ ( 7,343 ) $ ( 28,313 ) $ 26,047 $ ( 9,609 )

For the year ended February 2, 2020 ( 7,343 ) ( 28,313 ) 26,047 ( 9,609 )

For the year ended January 31, 2021 ( 9,609 ) ( 28,073 ) 20,073 ( 17,609 )

For the year ended January 30, 2022 ( 17,609 ) ( 31,807 ) 25,012 ( 24,404 )

Sales Return Allowances

For the year ended February 2, 2020 $ ( 11,318 ) $ ( 1,579 ) $ — $ ( 12,897 )

For the year ended February 2, 2020 ( 11,318 ) ( 1,579 ) — ( 12,897 )

For the year ended January 31, 2021 ( 12,897 ) ( 19,663 ) — ( 32,560 )

For the year ended January 30, 2022 ( 32,560 ) ( 9,130 ) — ( 41,690 )

Valuation Allowance on Deferred Income Taxes

For the year ended February 2, 2020 $ ( 507 ) $ ( 5,148 ) $ — $ ( 5,655 )

For the year ended February 2, 2020 ( 507 ) ( 5,148 ) — ( 5,655 )

For the year ended January 31, 2021 ( 5,655 ) ( 809 ) — ( 6,464 )

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For the year ended January 30, 2022 ( 6,464 ) — 3,660 ( 2,804 )

Exhibit Index

13 unchanged sentences

3.5 Bylaws of lululemon athletica inc.

10-K 3.5 001-33608 3/30/2021

4.1 Form of Specimen Stock Certificate of lululemon athletica inc.

33 unchanged sentences

S-1/A 10.16 333-142477 7/9/2007

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Incorporated by Reference

2 unchanged sentences

10.14* Outside Director Compensation Plan

10-Q 10.1 001-33608 12/11/2019

10.15* lululemon athletica inc.

16 unchanged sentences

10-Q 10.1 001-33608 12/06/2018

10.21* Executive Employment Agreement, effective as of January 20, 2020, between lululemon athletica inc.

10.21* Executive Employment Agreement, effective September 20, 202 1 , between lululemon athletica inc.

and Nicole Neuburger

10-K 10.23 001-33608 3/26/2020

10-Q 10.1 001-33608 12/09/2021

10.22* Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd.

and Andre Maestrini

10.23 Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto.

10-K 10.22 001-33608 3/30/2021

10.24 Amendment No.

1 to Credit Agreement, dated June 6, 2018, among lululemon athletica inc.

and the other parties thereto

10.23 Credit Agreement, dated December 14, 2021, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

8-K 10.1 001-33608 12/17/2021

3 unchanged sentences

31.2 Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

32.1** Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C.

5 unchanged sentences

FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Calvin McDonald and Meghan Frank and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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Kourtney Gibson

/s/ TRICIA GLYNN Director March 30, 2021

/s/ KATHRYN HENRY Director March 29, 2022

Kathryn Henry

/s/ ALISON LOEHNIS Director March 29, 2022

Alison Loehnis

/s/ JON MCNEILL Director March 29, 2022

3 unchanged sentences

/s/ EMILY WHITE Director March 29, 2022

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Exhibit Index

13 unchanged sentences

3.5 Bylaws of lululemon athletica inc.

10-K 3.5 001-33608 3/30/2021

4.1 Form of Specimen Stock Certificate of lululemon athletica inc.

34 unchanged sentences

10.14* Outside Director Compensation Plan

10-Q 10.1 001-33608 12/11/2019

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Incorporated by Reference

18 unchanged sentences

10-Q 10.1 001-33608 12/06/2018

10.21* Executive Employment Agreement, effective as of January 20, 2020, between lululemon athletica inc.

10.21* Executive Employment Agreement, effective September 20, 2021, between lululemon athletica inc.

and Nicole Neuburger

10-K 10.23 001-33608 3/26/2020

10-Q 10.1 001-33608 12/09/2021

10.22* Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd.

and Andre Maestrini X

10.23 Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

8-K 10.1 001-33608 12/21/2016

10.24 Amendment No.

1 to Credit Agreement, dated June 6, 2018, among lululemon athletica inc.

and the other parties thereto

and Andre Maestrini 10-K 10.22 001-33608 3/30/2021

10.23 Credit Agreement, dated December 14, 2021, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

8-K 10.1 001-33608 12/17/2021

3 unchanged sentences

31.2 Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

32.1** Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C.

2 unchanged sentences

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements X

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

* Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures