What changed in this filing

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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 25 added, 147 removed, 154 unchanged (53% of the section changed)

7 unchanged sentences

Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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

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;

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

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

8 unchanged sentences

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of January 29, 2023.

The effectiveness of our internal control over financial reporting as of January 30, 2022 has been audited by PricewaterhouseCoopers LLP our independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.

The effectiveness of our internal control over financial reporting as of January 29, 2023 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which appears in Item 8 of Part II of this Form 10-K.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

On March 22, 2023, our board of directors approved and adopted amended and restated bylaws of lululemon athletica inc., effective immediately.

The amendments include changes to update and enhance the procedures and disclosure requirements for stockholder nominations for the election of directors and proposals for new business to be taken up at annual meetings of stockholders, including (1) to require certain additional information with respect to stockholders and beneficial holders making a nomination or proposal and their proposed nominees;

(2) to address matters relating to the universal proxy rules recently adopted by the Securities and Exchange Commission, including Rule 14a-19 under the Securities Exchange Act of 1934;

(3) to require any proposed nominee to provide certain representations regarding intention to serve as a director if elected, the absence of certain voting commitments, disclosure of compensation for service as a director, and compliance with our majority voting provisions;

(4) to clarify that a stockholder nomination will be disregarded if the nominating stockholder does not comply with the procedures and requirements stated in the bylaws, does not comply with Rule 14a-19, or does not attend the meeting to present the nomination;

and (5) to address the color of proxy cards reserved for use by lululemon.

The amendments also include changes modifying the provisions related to adjournment and postponement procedures for stockholder meetings and the availability of lists of stockholders entitled to vote at stockholder meetings in connection with recent amendments to the Delaware General Corporation Law, as well as other ministerial and conforming changes.

The foregoing summary does not purport to be a complete description of the amended and restated bylaws 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

8 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to our 2022 Proxy Statement under the caption "Principal Stockholders and Stock Ownership by Management."

The information required by this item is incorporated by reference to our 2023 Proxy Statement under the caption "Principal Shareholders and Share Ownership by Management."

Equity Compensation Plan Information (as of January 29, 2023)

23 unchanged sentences

Financial Statement Schedule.

Valuation and Qualifying Accounts

Description Balance at Beginning of Year Charged to Costs and Expenses Write-offs Net of Recoveries Balance at End of Year

(In thousands)

Shrink Provision on Finished Goods

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 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 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 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 January 31, 2021 ( 5,655 ) ( 809 ) — ( 6,464 )

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

Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements or notes described in Item 15(a)(1) above.

Exhibit Index

2 unchanged sentences

Herewith Form Exhibit No.

2.1 Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC

8-K 2.1 001-33608 7/1/2020

3.1 Amended and Restated Certificate of Incorporation of lululemon athletica inc.

7 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.

12 unchanged sentences

10.5* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)

10-Q 10.3 001-33608 6/1/2017

10.6* Form of Restricted Stock Award Agreement

10-Q 10.12 001-33608 12/11/2014

10.7* Amended and Restated LIPO Investments (USA), Inc.

Option Plan and form of Award Agreement

S-1 10.3 333-142477 5/1/2007

10.8 Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc.

and the parties named therein

10-Q 10.2 001-33608 9/10/2015

10.8 Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc.

and Computershare Trust Company of Canada

10-Q 10.5 001-33608 9/10/2007

10.9 Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.

10-Q 10.6 001-33608 9/10/2007

10.10 Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein

10-Q 10.7 001-33608 9/10/2007

10.11 Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)

S-1/A 10.14 333-142477 7/9/2007

10.12 Form of Indemnification Agreement between lululemon athletica inc.

and its directors and certain officers

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

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.13* Outside Director Compensation Plan

10.14* Executive Bonus Plan

10.15* lululemon athletica inc.

Employee Share Purchase Plan

10-Q 10.3 001-33608 11/29/2007

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.16* Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc.

20 unchanged sentences

10.23 Credit Agreement, dated December 14, 2021, 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, BOFA Securities, Inc., as sustainability coordinator, and the other lender s party thereto.

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

7 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

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) X

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

11 unchanged sentences

Signature Title Date

/s/ CALVIN M C DONALD

Chief Executive Officer and Director March 29, 2022

/s/ CALVIN MCDONALD Chief Executive Officer and Director March 28, 2023

Calvin McDonald (principal executive officer)

1 unchanged sentence

Meghan Frank (principal financial and accounting officer)

/s/ GLENN MURPHY Director, Board Chair March 29, 2022

/s/ MARTHA A.M.

MORFITT Director, Board Chair March 28, 2023

/s/ MICHAEL CASEY Director March 28, 2023

Michael Casey

/s/ STEPHANIE FERRIS Director March 29, 2022

Stephanie Ferris

/s/ ISABEL MAHE Director March 28, 2023

/s/ KOURTNEY GIBSON Director March 28, 2023

5 unchanged sentences

/s/ JON MCNEILL Director March 28, 2023

/s/ MARTHA A.M.

MORFITT Director March 29, 2022

/s/ GLENN MURPHY Director March 28, 2023

MUSSAFER Director March 28, 2023

/s/ EMILY WHITE Director March 28, 2023

Exhibit Index

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

2.1 Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC

8-K 2.1 001-33608 7/1/2020

3.1 Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 8/8/2007

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 7/1/2011

3.3 Certificate of Amendment to Certificate of Incorporation filed July 20, 2017

10-Q 3.1 001-33608 8/30/2018

3.4 Certificate of Amendment to Certificate of Incorporation filed June 12, 2018

10-Q 3.1 001-33608 8/30/2018

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.

S-3 4.1 333-185899 1/7/2013

4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

10-K 4.2 001-33608 3/26/2020

10.1* lululemon athletica inc.

2014 Equity Incentive Plan

8-K 10.1 001-33608 6/13/2014

10.2* Form of Non-Qualified Stock Option Agreement (for outside directors)

10-Q 10.2 001-33608 12/6/2012

10.3* Form of Non-Qualified Stock Option Agreement (with clawback provision)

10-Q 10.1 001-33608 6/1/2017

10.4* Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)

10-Q 10.2 001-33608 6/1/2017

10.5* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)

10-Q 10.3 001-33608 6/1/2017

10.6* Form of Restricted Stock Award Agreement

10-Q 10.12 001-33608 12/11/2014

10.7* Amended and Restated LIPO Investments (USA), Inc.

Option Plan and form of Award Agreement

S-1 10.3 333-142477 5/1/2007

10.8 Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc.

and the parties named therein

10-Q 10.2 001-33608 9/10/2015

10.9 Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc.

and Computershare Trust Company of Canada

10-Q 10.5 001-33608 9/10/2007

10.10 Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.

10-Q 10.6 001-33608 9/10/2007

10.11 Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein

10-Q 10.7 001-33608 9/10/2007

10.12 Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)

S-1/A 10.14 333-142477 7/9/2007

10.13 Form of Indemnification Agreement between lululemon athletica inc.

and its directors and certain officers

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

10.14* Outside Director Compensation Plan

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.15* lululemon athletica inc.

Employee Share Purchase Plan

10-Q 10.3 001-33608 11/29/2007

10.16* Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc.

and Celeste Burgoyne

10-K 10.23 001-33608 3/29/2017

10.17* Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc.

and Celeste Burgoyne 10-Q 10.1 001-33608 12/10/2020

10.18* Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc.

and Calvin McDonald

8-K 10.1 001-33608 7/24/2018

10.19* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc.

and Meghan Frank

10-Q 10.2 001-33608 12/10/2020

10.20* Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc.

and Michelle Choe

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

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

and Nicole Neuburger

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-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

21.1 Significant subsidiaries of lululemon athletica inc.

23.1 Consent of PricewaterhouseCoopers LLP

31.1 Certification of principal executive 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

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

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 The following financial statements from the Company's 10-K for the fiscal year ended January 30, 2022, formatted in iXBRL:

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.

** Furnished herewith.

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