What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-28 · 48 added, 34 removed, 145 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report, or the Evaluation Date.

disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report, or the Evaluation Date.

Based upon the evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.

3 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

(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;

13 unchanged sentences

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.

Trading Arrangements

During the fourth quarter of 2023, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Appointment of Director

On March 15, 2024, the board of directors of lululemon appointed Teri L.

List as a member of the board of directors.

List served as executive vice president and chief financial officer of Gap Inc, a global clothing retailer, from January 2017

until her retirement in June 2020.

Prior to joining the Gap, she served as chief financial officer at DICK’s Sporting Goods and Kraft Food Group.

Prior to those roles, Ms.

List spent nearly 20 years with Procter & Gamble culminating in the role of SVP and Treasurer.

She began her career in public accounting at Deloitte LLP, an auditing, consulting, tax and advisory services firm.

She currently serves on the Boards of Visa, Microsoft and Danaher Corporation.

List received her Bachelor’s degree in accounting from Northern Michigan University and is a certified public accountant.

The board of directors increased the size of the board from ten to eleven members and appointed Ms.

List as a Class I director to fill the newly created vacancy.

List will serve as a member of the class of directors whose terms expire at the 2026 annual meeting of stockholders, our stockholders will have the opportunity to vote on her nomination as a continuing Class I director at the next annual meeting of stockholders.

List will serve on the Audit Committee and will receive compensation for her service as a director consistent with that of our other non-employee directors.

A description of our standard compensation arrangements for non-employee directors is included as an exhibit to this annual report on Form 10-K.

We expect Ms.

List to enter into our standard form indemnification agreement for non-employee directors, the form of which is filed with the SEC as Exhibit 10.16 to our registration statement on Form S-1, dated July 9, 2007.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

Our Global Code of Business Conduct and Ethics is available on our website, www.lululemon.com, and can be obtained by writing to Investor Relations, lululemon athletica inc., 1818 Cornwall Avenue, Vancouver, British Columbia, Canada V6J 1C7 or by sending an email to investors@lululemon.com.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Any amendments, other than technical, administrative, or other non-substantive amendments, to our Global Code of Business Conduct and Ethics or waivers from the provisions of the Global Code of Business Conduct and Ethics for our principal executive officer and our principal financial and accounting officer will be promptly disclosed on our website following the effective date of such amendment or waiver.

17 unchanged sentences

The number of shares remaining available for future issuance under our 2023 Equity Incentive Plan is reduced by 1.7 shares for each award other than stock options granted and by one share for each stock option award granted.

Outstanding awards that expire or are canceled without having been exercised or settled in full are available for issuance again under our 2014 Equity Incentive Plan and shares that are withheld in satisfaction of tax withholding obligations for full value awards are also again available for issuance.

Outstanding awards that expire or are canceled without having been exercised or settled in full are available for issuance again under our 2023 Equity Incentive Plan but shares that are withheld in satisfaction of tax withholding obligations for full value awards are not again available for issuance.

No further awards may be issued under the predecessor plan, our 2014 Equity Incentive Plan.

13 unchanged sentences

Herewith Form Exhibit No.

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

3.1 Restated Certificate of Incorporation of lululemon athletica inc.

3.2 Bylaws of lululemon athletica inc.

5 unchanged sentences

2023 Equity Incentive Plan

10.2* Form of Non-Qualified Stock Option Agreement

8-K 10.2 001-33608 6/13/2023

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)

10.3* Form of Notice of Grant of Performance Shares and Performance Shares Agreement

8-K 10.3 001-33608 6/13/2023

10.4* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement

8-K 10.4 001-33608 6/13/2023

10.5* Form of Restricted Stock Award Agreement

8-K 10.5 001-33608 6/13/2023

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

Option Plan and form of Award Agreement

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

10.7 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

10.8 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

10.9 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

10.10 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

10.11 Form of Indemnification Agreement between lululemon athletica inc.

and its directors and certain officers

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

10.12* Outside Director Compensation Plan

2 unchanged sentences

Employee Share Purchase Plan

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

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

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

10 unchanged sentences

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

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

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

11 unchanged sentences

21.1 Significant subsidiaries of lululemon athletica inc.

10-K 21.1 001-33608 3/28/2023

23.1 Consent of PricewaterhouseCoopers LLP

3 unchanged sentences

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

97 Policy for Recovery of Erroneously Awarded Incentive-Based Compensation

8-K 10.1 001-33608 6/13/2023

101 The following financial statements from the Company's 10-K for the fiscal year ended January 28, 2024, formatted in iXBRL:

22 unchanged sentences

Michael Casey

/s/ ISABEL MAHE Director March 28, 2023

/s/ KOURTNEY GIBSON Director March 28, 2023

Kourtney Gibson

/s/ SHANE GRANT Director March 21, 2024

/s/ KATHRYN HENRY Director March 21, 2024

Kathryn Henry

/s/ TERI LIST Director March 21, 2024

/s/ ALISON LOEHNIS Director March 21, 2024

Alison Loehnis

/s/ ISABEL MAHE Director March 21, 2024

/s/ JON MCNEILL Director March 21, 2024

/s/ GLENN MURPHY Director March 28, 2023

MUSSAFER Director March 21, 2024

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