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Evaluation of Disclosure Controls and Procedures
−Removed: 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
−Removed: 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.
+Added: 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.
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.
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Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.
−Removed: Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of January 28, 2024.
−Removed: The effectiveness of our internal control over financial reporting as of January 28, 2024 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.
+Added: Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of February 2, 2025.
+Added: The effectiveness of our internal control over financial reporting as of February 2, 2025 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
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During the fourth quarter of 2024, 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).
−Removed: Appointment of Director
−Removed: On March 15, 2024, the board of directors of lululemon appointed Teri L.
−Removed: List as a member of the board of directors.
−Removed: List served as executive vice president and chief financial officer of Gap Inc, a global clothing retailer, from January 2017
−Removed: until her retirement in June 2020.
−Removed: Prior to joining the Gap, she served as chief financial officer at DICK’s Sporting Goods and Kraft Food Group.
−Removed: Prior to those roles, Ms.
−Removed: List spent nearly 20 years with Procter & Gamble culminating in the role of SVP and Treasurer.
−Removed: She began her career in public accounting at Deloitte LLP, an auditing, consulting, tax and advisory services firm.
−Removed: She currently serves on the Boards of Visa, Microsoft and Danaher Corporation.
−Removed: List received her Bachelor’s degree in accounting from Northern Michigan University and is a certified public accountant.
−Removed: The board of directors increased the size of the board from ten to eleven members and appointed Ms.
−Removed: List as a Class I director to fill the newly created vacancy.
−Removed: 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.
−Removed: 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.
−Removed: A description of our standard compensation arrangements for non-employee directors is included as an exhibit to this annual report on Form 10-K.
−Removed: We expect Ms.
−Removed: 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.
+Added: Departure of Director
+Added: On March 25, 2025, Michael Casey notified us of his resignation as a director of lululemon and from all committees of our board of directors, effective June 12, 2025.
+Added: Casey's decision to resign is not the result of any disagreement with us.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."
+Added: We have adopted an insider trading policy, which governs the purchase, sale, and other dispositions of lululemon securities by our board of directors, officers, and other employees of lululemon or our subsidiaries, as well as members of their immediate families and households.
+Added: It also applies to consultants or contractors who provide services to lululemon.
+Added: We also follow guidelines for our stock repurchase programs.
+Added: We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to lululemon.
+Added: The foregoing summary does not purport to be a complete description of our insider trading policy and is qualified in its entirety by reference to the full text of the lululemon Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: The remaining information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."
We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers, and employees, including our principal executive officer and our principal financial and accounting officer.
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The information required by this item is incorporated by reference to our 2025 Proxy Statement under the caption "Principal Shareholders and Share Ownership by Management."
−Removed: Equity Compensation Plan Information (as of January 28, 2024)
+Added: Equity Compensation Plan Information (as of February 2, 2025)
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
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Herewith Form Exhibit No.
−Removed: 10.19* Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc.
−Removed: and Michelle Choe
−Removed: 10-Q 10.1 001-33608 12/06/2018
10.19* Executive Employment Agreement, effective September 20, 2021, between lululemon athletica inc.
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8-K 10.1 001-33608 12/17/2021
+Added: 10.22 Credit Agreement Assignment and Assumption
+Added: 10.23 Amendment No.2 to the Credit Agreement between lululemon athletica inc., a Delaware corporation, and Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement
+Added: 19.1 Insider Trading Policy
21.1 Significant subsidiaries of lululemon athletica inc.
−Removed: 10-K 21.1 001-33608 3/28/2023
23.1 Consent of PricewaterhouseCoopers LLP
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8-K 10.1 001-33608 6/13/2023
−Removed: 101 The following financial statements from the Company's 10-K for the fiscal year ended January 28, 2024, formatted in iXBRL:
+Added: 101 The following financial statements from the Company's 10-K for the fiscal year ended February 2, 2025, formatted in iXBRL:
(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
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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.