Lululemon founder Chip Wilson launches proxy fight for board shakeup

Lululemon Athletica’s founder Chip Wilson said he has launched a proxy fight by nominating three independent directors to the company’s board, just over two weeks after the apparel maker announced the exit of CEO Calvin McDonald without a clear successor.

Lululemon shares have shed nearly half their value this year as the company struggles to find its footing with younger and affluent shoppers, while battling stiff competition from fast-growing newer rivals such as Alo Yoga and Vuori, as well as pressure from activist investor Elliott Management.

Wilson has nominated three director candidates to Lululemon’s board, including former On Running co-CEO Marc Maurer, former ESPN Chief Marketing Officer Laura Gentile and former Activision CEO Eric Hirshberg.

The board installed Chief Financial Officer Meghan Frank and Chief Commercial Officer André Maestrini as interim co-CEOs while they search for a permanent replacement.

Reuters had reported that Elliott Management, which disclosed a $1 billion stake in the company earlier this month, had been working closely for months with former Ralph Lauren executive Jane Nielsen for a potential CEO role.

When asked whether Wilson was teaming up with activist investor Elliott in pushing for the board change, a person familiar with Wilson’s thinking said he was not working with any other investor. At the same time, Elliott’s campaign for a new CEO would not interfere with his plans, the person added, asking not to be named.

Wilson had spoken to Nielsen, but any CEO selected by the company before board changes would not have Wilson’s support, the source said.

“The recent CEO change announcement was the third total failure of board oversight, with no clear succession plan in place. Shareholders have no faith that this board can select and support the next CEO without input from a board with stronger product experience,” Wilson said in a statement.

Lululemon said its board will evaluate Wilson’s director nominees in due course in accordance with the board’s governance process, adding that it has initiated a comprehensive search for the next CEO. The company’s shares closed up about 2% on Monday.

The board will review and consider Wilson’s nominations and present a formal recommendation regarding in the company’s definitive proxy statement before the 2026 annual shareholders meeting.

“Adding three new board members seems like something that Lululemon would be willing to do. It might keep Wilson from constantly attacking the board, at least. The nominees appear to be fine, although only one of the three (Maurer) has direct experience in Lululemon’s industry,” Morningstar analyst David Swartz said.

Wilson likely did not ask for a board seat for himself as he owns a significant stake in Lululemon’s competitor Amer Sports, Swartz added.