NEW YORK, December 29, 2025, 12:27 ET
- Chip Wilson nominated three independent director candidates in a proxy contest targeting Lululemon’s board.
- The push comes weeks after CEO Calvin McDonald said he will depart in January, leaving interim co-CEOs in place.
- Lululemon shares are down about 45% this year as rivals gain ground and activist pressure builds.
Lululemon Athletica founder Dennis “Chip” Wilson said on Monday he has launched a proxy fight to reshape the company’s board, nominating three independent director candidates. The Wall Street Journal first reported the move, which was also covered by Canadian outlets including CTV News https://www.ctvnews.ca/business/article/lululemon-founder-launches-proxy-fight-for-board-changes-wsj-reports/, CBC https://www.cbc.ca/news/business/lululemon-proxy-fight-chip-wilson-board-changes-9.7029060 and The Globe and Mail https://www.theglobeandmail.com/business/article-lululemon-chip-wilson-proxy-fight-board-changes/.
The board challenge lands as the athleisure maker enters a leadership transition, with CEO Calvin McDonald set to leave in January and no named successor. Investors have been watching closely after Lululemon’s shares fell about 45% this year.
Lululemon has struggled to regain momentum with younger, higher-income shoppers and has faced rising competition from newer rivals such as Alo Yoga and Vuori. The pressure has also drawn activist interest, including from Elliott Management.
A proxy fight is a campaign to win board seats through a shareholder vote, often by putting forward an alternative slate of directors. Wilson is pushing for board changes before the company settles on its next permanent chief executive.
Wilson’s nominees include Marc Maurer, a former co-CEO of On Running, Laura Gentile, a former chief marketing officer at ESPN, and Eric Hirshberg, a former chief executive at Activision.
Lululemon’s board has installed Chief Financial Officer Meghan Frank and Chief Commercial Officer André Maestrini as interim co-CEOs while it searches for a permanent replacement.
Wilson said the board had failed to plan for succession and that shareholders have lost confidence in its ability to select and support the next CEO without directors who bring stronger product experience.
Elliott Management disclosed a roughly $1 billion stake in Lululemon earlier this month and has been pressing for changes as the company weighs its next leader. A person familiar with Wilson’s thinking said he is not coordinating with other investors and has indicated he would not back a CEO selection made before board changes.
Lululemon did not immediately respond to a request for comment. The company’s shares were up about 1% in morning trading on Monday.
“Adding three new board members seems like something that Lululemon would be willing to do,” Morningstar analyst David Swartz said.
Swartz also said Wilson may have avoided seeking a board seat himself because he holds a significant stake in Amer Sports, which competes in parts of the athletic and outdoor gear market.
Wilson is one of Lululemon’s largest independent shareholders, holding about 4.27% as of December, according to LSEG data.
Wilson founded Lululemon in 1998 and later stepped back from day-to-day operations before leaving the board in 2015 after disputes over strategy. An earlier board confrontation was defused when he sold a large portion of his stake to private-equity firm Advent International in exchange for additional board representation.
