Revised Definitive Proxy Statement - 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
lululemon athletica inc.
(Name of Registrant as Specified In Its Charter)
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EXPLANATORY NOTE
The sole purpose of this revision to the original Definitive Proxy Statement filed May 8, 2008 is
to correct a clerical error in the biography of Christine M. Day on page 5 of the proxy statement.
The third sentence of Ms. Days biography should read that from July 2003 to October 2003, Ms. Day
served as Co-President for Starbucks Coffee International, and not as Co-President for Starbucks.
There are no other revisions or amendments to any other parts of the Definitive Proxy Statement
previously filed.
TABLE OF CONTENTS
NOTICE OF
2008 ANNUAL MEETING OF STOCKHOLDERS
To Be
Held June 4, 2008
TO OUR STOCKHOLDERS:
Notice is hereby given that the annual meeting of the
stockholders, or the Annual Meeting, of lululemon athletica
inc., a Delaware corporation, will be held on June 4, 2008,
at 10:00 a.m. local time, in the Malaspina room at the
Fairmont Waterfront Hotel located at 900 Canada Place Way,
Vancouver, British Columbia, for the following purposes:
1. To elect three Class I directors to hold office for
a three-year term and until their respective successors are
elected and qualified, and, subject to the resignation of Robert
Meers as a Class II director prior to the Annual Meeting,
to elect one Class II director to hold office for a
one-year term and until her successor is elected and qualified.
2. To ratify the appointment of PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the
fiscal year ending February 1, 2009.
3. To transact such other business as may properly come
before the meeting.
Our board of directors, or the Board, recommends that you vote
FOR the election of each of the nominees to the
Board and FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm.
Stockholders of record at the close of business on
April 23, 2008 are entitled to notice of, and to vote at,
this meeting and any adjournment or postponement thereof. In
accordance with our Second Amended and Restated Bylaws, a list
of those stockholders entitled to vote at the Annual Meeting
will be available for examination by any stockholder, for any
purpose relating to the meeting, at the office of the Secretary,
lululemon athletica inc., 2285 Clark Drive, Vancouver, British
Columbia, beginning May 9, 2008. The list will also be
available at the Annual Meeting.
All stockholders are invited to attend the Annual Meeting.
Please let us know if you plan to attend the meeting by marking
the appropriate box on the enclosed Proxy Card. If you are a
stockholder of record as of April 23, 2008, you will be
admitted to the meeting if you present a form of photo
identification. If you own stock beneficially through a bank,
broker or otherwise, you will be admitted to the meeting if you
present a form of photo identification and proof of ownership or
a valid proxy signed by the record holder. A recent brokerage
statement or a letter from a bank or broker are examples of
proof of ownership. Whether or not you intend to be present in
person at the Annual Meeting, please sign and date the enclosed
Proxy Card and return it promptly in the enclosed envelope.
By order of the Board of Directors,
Dennis J. Wilson
Chairman of the Board of Directors
Vancouver, British Columbia
May 7,
2008
LULULEMON
ATHLETICA INC.
PROXY
STATEMENT
2008
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY,
JUNE 4, 2008
GENERAL
INFORMATION
This Proxy Statement is being provided to solicit proxies on
behalf of the board of directors of lululemon athletica inc. for
use at the 2008 annual meeting of stockholders to be held on
Tuesday, June 4, 2008, at 10:00 a.m., local time, in
the Malaspina room at the Fairmont Waterfront Hotel, 900 Canada
Way Place, Vancouver, British Columbia, and at any adjournment
or postponement thereof. We expect to first mail or give this
Proxy Statement, together with our Annual Report on
Form 10-K
for the fiscal year ended February 3, 2008, to stockholders
on approximately May 7, 2008.
Our principal offices are located at 2285 Clark Drive,
Vancouver, British Columbia V5N 3G9.
In this Proxy Statement, we refer to lululemon athletica inc. as
lululemon, we, us or the company.
Who May
Vote
Only holders of record of our Common Stock and holders of record
of our Special Voting Stock, which we refer to as the
Exchangeable Stock, at the close of business on April 23,
2008, or the Record Date, will be entitled to notice of, and to
vote at, the Annual Meeting. On the Record Date,
46,779,122 shares of Common Stock and
20,935,041 shares of Exchangeable Stock were issued and
outstanding. Each share of Common Stock is entitled to one vote
at the Annual Meeting and each share of Exchangeable Stock is
entitled to one vote at the Annual Meeting. Holders of Common
Stock and Exchangeable Stock will vote together as a single
class on all matters that come before the Annual Meeting;
accordingly, throughout this proxy statement we refer generally
to our outstanding Common Stock and Special Voting Stock as our
Common Stock.
What
Constitutes a Quorum
Stockholders may not take action at the Annual Meeting unless
there is a quorum present at the meeting. The presence, in
person or by proxy, of a majority of the outstanding shares of
Common Stock entitled to vote as of the close of business on the
Record Date constitutes a quorum. Abstentions and broker
non-votes will count toward establishing a quorum. Broker
non-votes occur when brokers holding shares in street name for
beneficial owners do not receive instructions from the
beneficial owners about how to vote the shares. An abstention
occurs when a stockholder withholds such stockholders vote
by checking the abstain box on the Proxy Card. Under
the rules that govern brokers who are voting with respect to
shares held in street name, brokers have the discretion to vote
such shares on routine matters, including the election of
directors.
Vote
Required
Under applicable law and our Second Amended and Restated Bylaws,
if a quorum is present at the Annual Meeting, the four director
candidates who receive the greatest number of votes cast for the
election of directors by shares present in person or represented
by proxy and entitled to vote shall be elected directors,
subject to the resignation of Mr. Meers as a Class II
director prior to the Annual Meeting. The ratification of the
appointment of our independent registered public accounting firm
requires the affirmative vote of a majority of the votes cast at
the Annual Meeting. You are not entitled to cumulative voting
rights in the election of directors.
Voting
Process
Shares that are properly voted or for which Proxy Cards are
properly executed and returned will be voted at the Annual
Meeting in accordance with the directions given or, in the
absence of directions, will be voted FOR the
election of each nominee to the Board named herein, and
FOR the ratification of the appointment of our
independent registered public accounting firm. It is not
expected that any other matters will be brought before the
Annual Meeting. If, however, other matters are properly
presented, the persons named as proxies in the accompanying
Proxy Card will vote in accordance with their discretion with
respect to such matters.
The manner in which your shares may be voted depends on how your
shares are held. If you are the record holder of your shares,
meaning you appear as the stockholder of your shares on the
records of our stock transfer agent, a Proxy Card for voting
those shares will be included with this Proxy Statement. If you
own shares in street name, meaning you are a beneficial owner
with your shares held through a bank or brokerage firm, you may
instead receive a voting instruction form with this Proxy
Statement that you may use to instruct your bank or brokerage
firm how to vote your shares.
Voting by
Mail
By signing and returning the enclosed Proxy Card according to
the instructions provided, you are enabling the individuals
named on the Proxy Card, known as proxies, to vote
your shares at the Annual Meeting in the manner you indicate. We
encourage you to sign and return the Proxy Card even if you plan
to attend the Annual Meeting.
Voting by
Telephone
You may be able to vote by telephone. If so, instructions are
included with your Proxy Card. If you vote by telephone, you do
not need to complete and mail your Proxy Card.
Voting on
the Internet
You may be able to vote on the Internet. If so, instructions are
included with your Proxy Card. If you vote on the Internet, you
do not need to complete and mail your Proxy Card.
Attendance
and Voting at the Annual Meeting
If you are the record holder of your shares, you may attend the
Annual Meeting and vote in person. You will be required to
present a form of photo identification for admission to the
Annual Meeting. If you own your stock in street name, you may
attend the Annual Meeting in person provided that you present a
form of photo identification and proof of ownership, such as a
recent brokerage statement or a letter from a bank or broker,
but in order to vote your shares at the Annual Meeting you must
obtain a legal proxy from the bank or brokerage firm
that holds your shares. You should contact your bank or
brokerage account representative to obtain a legal proxy.
Revocation
If you are the record holder of your shares, you may revoke a
previously granted proxy at any time before the Annual Meeting
by delivering to the Secretary of lululemon athletica inc. a
written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in
person. Any stockholder owning shares in street name may change
or revoke previously given voting instructions by contacting the
bank or brokerage firm holding the shares or by obtaining a
legal proxy from such bank or brokerage firm and voting in
person at the Annual Meeting. Your personal attendance at the
Annual Meeting does not revoke your proxy. Your last vote, prior
to or at the Annual Meeting, is the vote that will be counted.
Householding
The SEC permits companies to send a single set of annual
disclosure documents to any household at which two or more
stockholders reside, unless contrary instructions have been
received, but only if we provide advance notice and follow
certain procedures. In such cases, each stockholder continues to
receive a separate notice of the Annual Meeting and Proxy Card.
This householding process reduces the volume of duplicate
information and reduces
2
printing and mailing expenses. We have not instituted
householding for stockholders of record; however, certain
brokerage firms may have instituted householding for beneficial
owners of our Common Stock held through brokerage firms. If your
family has multiple accounts holding our Common Stock, you may
have already received householding notification from your
broker. Please contact your broker directly if you have any
questions or require additional copies of the annual disclosure
documents. The broker will arrange for delivery of a separate
copy of this Proxy Statement or our Annual Report promptly upon
your written or oral request. You may decide at any time to
revoke your decision to household, and thereby receive multiple
copies.
Solicitation
of Proxies
We pay the cost of soliciting proxies for the Annual Meeting. We
solicit by mail and arrangements are made with brokerage houses
and other custodians, nominees and fiduciaries to send proxy
materials to beneficial owners. Upon request, we will reimburse
them for their reasonable expenses. In addition, our directors,
officers and employees may solicit proxies, either personally or
by telephone, facsimile or written or electronic mail. Our
transfer agent, Computershare Trust Company, N.A., will
assist in the solicitation of proxies. The transfer agent does
not charge a separate fee for this service. We will reimburse
the transfer agent for any expenses related to proxy
solicitation. Stockholders are requested to return their proxies
without delay.
3
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
At the Annual Meeting, three Class I directors and one
Class II director are to be elected to hold office for
terms of three years and one year, respectively. Our outgoing
Chief Executive Officer, Robert Meers, will resign as a
Class II director of the company effective immediately
prior to the Annual Meeting and our Board has nominated our
President, Chief Operating Officer and CEO designate, Christine
M. Day, as a Class II director to fill the vacancy created
by, and subject to, Mr. Meers resignation. Each
director will serve until his or her successor shall be elected
and qualified. The Board has no reason to believe that any of
the nominees listed below will be unable to serve as a director.
If, however, any nominee becomes unavailable, the proxies will
have discretionary authority to vote for a substitute nominee.
There are no family relationships among any of the directors or
executive officers.
Unless authority to do so is withheld, the persons named as
proxies in the accompanying Proxy Card will vote FOR
the election of the nominees listed below.
The following table sets forth the name and age of each director
and director nominee, the positions and offices held by each
director with lululemon and the period during which the director
has served as a director of lululemon.
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Director
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Name
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Age
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Positions and Offices with Lululemon
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Since
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Class I Directors nominated for election at the 2008 Annual
Meeting:
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Michael Casey
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62
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Director
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2007
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RoAnn Costin
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55
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Director
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2007
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R. Brad Martin
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56
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Director
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2007
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Class II Director Nominee for election at the 2008 Annual
Meeting:
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Christine M. Day
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46
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President, Chief Operating Officer and Chief Executive Officer
Designate
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N/A
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Class II Directors whose terms expire at the 2009 Annual
Meeting(*):
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Steven J. Collins
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39
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Director
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2005
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Rhoda M. Pitcher
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53
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Director
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2005
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Class III Directors whose terms expire at the 2010 Annual
Meeting:
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David M. Mussafer
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45
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Director
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2005
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Thomas G. Stemberg
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59
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Director
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2005
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Dennis J. Wilson
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52
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Chairman of the Board and Chief Product Designer
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1998
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* Robert Meers will resign as a Class II Director
immediately prior to the Annual Meeting.
Class I
Director Nominees
Michael Casey has been a member of our Board since
October 2007. Mr. Casey recently retired from Starbucks
Corporation, a leading roaster and retailer of specialty coffee.
He served as Senior Vice President and Chief Financial Officer
from August 1995 to September 1997, Executive Vice President,
Chief Financial Officer and Chief Administrative Officer from
September 1997 to October 2007 and Senior Advisor from October
2007 to May 2008. Prior to joining Starbucks, Mr. Casey was
Executive Vice President and Chief Financial Officer for Family
Restaurants, Inc., and President and Chief Executive Officer of
El Torito Restaurants, Inc. Mr. Casey is also a member of
the board of directors of The NASDAQ OMX Group, Inc.
Mr. Casey graduated from Harvard College with an A.B.
degree in Economics and later returned to graduate school, where
he earned his MBA degree from Harvard Business School.
RoAnn Costin has been a member of our Board since
March 2007. Ms. Costin has served as the President of
Wilderness Point, a financial investment firm, since 2005. From
1992 until 2005, Ms. Costin served as the President of
Reservoir Capital Management, Inc., an investment advisory firm.
Ms. Costin received a B.A. in Government from Harvard
University and an M.B.A. from the Stanford University Graduate
School of Business.
4
R. Brad Martin has been a member of our Board
since March 2007. Mr. Martin served as the Chief Executive
Officer of Saks Incorporated, a retail department store company,
from 1989 until January 2006. Mr. Martin is a member of the
board of directors of Ruby Tuesday, Inc, a restaurant company,
First Horizon National Corporation, a banking corporation,
Gaylord Entertainment Company, a hospitality and entertainment
company. Mr. Martin received a B.S. in political science
from the University of Memphis and an M.B.A. from Vanderbilt
University.
Class II
Director Nominee
Christine M. Day has served as the companys
Executive Vice President, Retail Operations, from January 2008
through April 2008, and was appointed to the offices of
President and Chief Operating Officer, and was named our Chief
Executive Officer designate, in April 2008. Ms. Day
previously worked with Starbucks Corporation, a leading roaster
and retailer of specialty coffee, where she served as President,
Asia Pacific Group from July 2004 through February 2007. From
July 2003 to October 2003, Ms. Day served as Co-President
for Starbucks. From 1987 to 2003, Ms. Day served in various
capacities at Starbucks, including Senior Vice President, North
American Finance & Administration; and Vice President
of Sales and Operations for Business Alliances. Ms. Day is
a member of the board of directors of Select Comfort
Corporation, a provider of adjustable-firmness beds and other
sleep-related accessory products. Ms. Day received a B.A.
in Administrative Management from Central Washington University
and is a graduate of Harvard Business Schools Advanced
Office Management Program.
Class II
Directors Continuing in Office until the 2009 Annual Meeting of
Stockholders
Steven J. Collins has been a member of our Board
since 2005. Mr. Collins is currently a Managing Director of
Advent International Corporation, one of our principal
stockholders. Mr. Collins joined Advent International
Corporation in 1995 and has been a principal of that firm since
2000. Mr. Collins is a member of the board of directors of
Kirklands, Inc., a specialty retailer of home décor,
and serves on the board of several privately held businesses.
Mr. Collins received a B.S. from the Wharton School of the
University of Pennsylvania and an M.B.A. from the Harvard
Business School.
Rhoda M. Pitcher has been a member of our Board
since 2005. For the past ten years she has been the founder and
Chief Executive Officer of Rhoda M. Pitcher Inc., a management
consulting firm providing services in organizational strategy
and the building of executive capability to Fortune 500
corporations, institutions,
start-ups
and non-profits. From 1978 to 1997, Ms. Pitcher co-founded,
built and sold two international consulting firms.
Ms. Pitcher holds a Masters of Organization Development
from University Associates.
Class III
Directors Continuing in Office until the 2010 Annual Meeting of
Stockholders
David M. Mussafer has been a member of our Board
since 2005. Mr. Mussafer is currently a Managing Director
of Advent International Corporation, one of our principal
stockholders, and is responsible for Advent International
Corporations North American private equity operations.
Mr. Mussafer joined Advent International Corporation in
1990 and has been a principal of the firm since 1993 and is a
member of Advents executive committee and board of
directors. Mr. Mussafer is a member of the board of
directors of Kirklands, Inc., a specialty retailer of home
décor and Shoes for Crews Inc, a designer and marketer of
footwear. Mr. Mussafer received a B.S.M. from Tulane
University and an M.B.A. from the Wharton School of the
University of Pennsylvania.
Thomas G. Stemberg has been a member of our Board
since 2005. Since March 2007, he has been the managing general
partner of Highland Consumer Partners, a venture capital firm.
From February 2005 until March 2007, Mr. Stemberg was a
venture partner with Highland Capital Partners.
Mr. Stemberg co-founded Staples, Inc., an office supplies
retailer, serving as its Chairman from 1988 to 2005, and as its
Chief Executive Officer from 1986 until 2002. Mr. Stemberg
serves on the board of directors of CarMax, Inc., a retailer of
used cars and PETsMART, Inc., a retailer of pet supplies and
products. Mr. Stemberg received an A.B. in Physical Science
from Harvard University and an M.B.A. from the Harvard Business
School.
Dennis J. Wilson founded our company in 1998 and
has served as the Chairman of our Board since 1998 and currently
also serves as our Chief Product Designer. Prior to serving as
our Chairman and Chief Product Designer, Mr. Wilson served
as our Chief Executive Officer from 1998 until 2005. In 1980,
Mr. Wilson founded Westbeach Snowboard Ltd., a surf, skate
and snowboard vertical retailer, and served as its Chief
Executive Officer from 1980
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until 1995 and as its Head of Design and Production from 1995
until 1997. Mr. Wilson received a B.A. in Economics from
the University of Calgary.
Mr. Casey, who was appointed to our Board following our
July 2007 initial public offering, was recommended for
appointment to our Board by a non-management director.
The Board
Unanimously Recommends a Vote FOR the Election of
the three
Class I Director Nominees and the one Class II
Director Nominee.
CORPORATE
GOVERNANCE
Independence
of the Board
Pursuant to the listing standards of The Nasdaq Stock Market, or
NASDAQ, a majority of the members of our Board must qualify as
independent, as affirmatively determined by the
Board. The Board consults with our outside legal counsel to
ensure that the Boards determinations are consistent with
relevant securities and other laws and regulations regarding the
definition of independent, including those set forth
in the NASDAQ listing standards in effect at the time of the
determination.
Consistent with these considerations, after review of all
relevant transactions or relationships between each director, or
any of his or her family members, and lululemon, our senior
management and our independent auditors, the Board has
affirmatively determined that the following six directors are
independent directors within the meaning of the applicable
NASDAQ listing standards: Michael Casey, Steven J. Collins,
RoAnn Costin, R. Brad Martin, David M. Mussafer and Thomas G.
Stemberg. In making this determination, the Board found that
none of the these directors had a material or other
disqualifying relationship with the company. Dennis J. Wilson,
our Chairman of the Board and our Chief Product Designer, and
Robert Meers, our current Chief Executive Officer, are not
independent directors by virtue of their current employment with
lululemon. Rhoda M. Pitcher is not currently an independent
director by virtue of a prior consulting arrangement with the
company.
Executive
Sessions
Non-management directors meet in an executive session without
management present each time the Board holds its regularly
scheduled meetings. Mr. Martin has been designated by the
Board to act as the Lead Director for such executive sessions of
non-management directors.
Committees
and Meeting Attendance
The Board has an Audit Committee, a Compensation Committee and a
Nominating and Governance Committee. Each of these committees
operates under a written charter adopted by the Board. Copies of
these charters are available on our website at
www.lululemon.com. The Board held nine meetings during the
fiscal year ended February 3, 2008. Each of the standing
committees of the Board held the number of meetings indicated
below. During the last fiscal year, each of our directors
attended at least 75% of the total number of meetings of the
Board and all of the committees of the Board on which such
director served during that period. Directors are encouraged to
attend our annual meetings of stockholders. Because we became a
public company in July 2007, we have not yet held an annual
meeting of stockholders as a public company.
6
The following table sets forth the three standing committees of
the Board, the members of each committee during the last fiscal
year and the number of meetings held by each committee:
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Nominating and
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Name of Director
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Audit
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Compensation
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Governance
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Michael Casey
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Chair
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Steven J. Collins
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Member
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Member(1)
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RoAnn Costin
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Member
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R. Brad Martin
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Member
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David M. Mussafer
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Chair
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Member
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Thomas G. Stemberg
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Member
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Chair
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Number of Meetings in Fiscal 2007:
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5
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3
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3
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Mr. Collins was appointed to the Nominating and Governance
Committee in April 2008, and resigned from the Audit Committee
in April 2008. |
Audit
Committee
The Audit Committee is appointed by the Board to assist the
Board in fulfilling its financial oversight responsibilities by
overseeing the accounting and financial reporting processes of
lululemon and audits of our financial statements. The Audit
Committees primary duties and responsibilities include:
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Appointing and retaining our independent registered public
accounting firm, approving all audit, review, and other services
to be provided by our independent registered public accounting
firm and determining the compensation to be paid for such
services;
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Overseeing the integrity of our financial reporting process and
systems of internal controls regarding accounting and finance;
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Overseeing the qualifications, independence, and performance of
our independent registered public accounting firm;
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Reviewing and, if appropriate, approving any related party
transactions;
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Reviewing lululemons Code of Business Conduct and Ethics
applicable to all directors, officers, and employees, and
monitoring and approving any modifications or waivers of such
code;
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Providing a means for processing complaints and anonymous
submissions by employees of concerns regarding accounting or
auditing matters; and
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Monitoring compliance with legal and regulatory requirements.
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The members of the Audit Committee are Michael Casey
(chairperson), RoAnn Costin and R. Brad Martin. The Board has
determined that all members of the Audit Committee meet the
independence requirements of both NASDAQ and the SEC and that
Michael Casey qualifies as an Audit Committee Financial
Expert, as defined in Item 407(d)(5) of
Regulation S-K
promulgated by the SEC. There were five Audit Committee meetings
in fiscal 2007. Steven Collins was a member of the Audit
Committee until his resignation from that committee in April
2008.
Compensation
Committee
The Compensation Committee has been delegated authority by the
Board to oversee all significant aspects of lululemons
compensation policies and programs, including:
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Reviewing and approving the compensation and annual performance
objectives and goals of all of our executive officers;
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Reviewing, approving, and administering incentive-based and
equity-based compensation plans in which our executive officers
participate;
|
7
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|
|
|
|
Reviewing and recommending to the Board new executive
compensation programs; and
|
|
|
|
Reviewing and recommending to the Board proposed changes in
director compensation.
|
The members of the Compensation Committee are David M. Mussafer
(chairperson), Steven J. Collins and Thomas G. Stemberg. The
Board has determined that all members of the Compensation
Committee meet the independence requirements of NASDAQ. The
Compensation Committee held three meetings during fiscal 2007.
Nominating
and Governance Committee
The Nominating and Governance Committee is responsible for
matters relating to the corporate governance of our company and
the nomination of members of the Board and committees thereof.
The members of the Nominating and Governance Committee are
Thomas G. Stemberg (chairperson), Steven J. Collins and David M.
Mussafer. The Board has determined that all members of the
Nominating and Governance Committee meet the independence
requirements of NASDAQ.
Director
Nominations
The Nominating and Governance Committee considers nominees
recommended by directors, officers, employees, stockholders, and
others based upon each candidates qualifications,
including whether a candidate possesses any of the specific
qualities and skills desirable in certain members of the Board.
Evaluations of candidates generally involve a review of
background materials, internal discussions, and interviews with
selected candidates, as appropriate. Upon selection of a
qualified candidate, the Nominating and Governance Committee
recommends the candidate to the Board. The Nominating and
Governance Committee may engage consultants or third-party
search firms to assist in identifying and evaluating potential
nominees.
Nominees for the Board must be committed to enhancing long-term
stockholder value and possess a high level of personal and
professional ethics, sound business judgment, appropriate
experience and achievements, personal character and integrity.
Board members are expected to understand our business and the
industry in which we operate, regularly attend Board and
committee meetings, participate in meetings and decision making
processes in an objective and constructive manner and be
available to advise our officers and management.
The company believes that the continuing service of qualified
incumbents promotes stability and continuity in the board room,
contributing to the Boards ability to work as a collective
body while giving the company the benefit of the familiarity and
insight into the companys affairs that the directors have
accumulated during their tenure. Accordingly, the Nominating and
Governance Committee will first evaluate and consider incumbent
directors whose terms expire at the upcoming meeting and who
wish to continue their service on the Board. The committee will
assess the performance of each incumbent director and determine
whether there exist any special, countervailing considerations
against renomination of the director. If the incumbent director
continues to be qualified and has satisfactorily performed his
or her duties, and there exists no reason why, in the
committees view, the incumbent should not be renominated,
the committee will nominate the director for reelection.
The Nominating and Governance Committee will consider director
candidates recommended by stockholders. The Nominating and
Governance Committee will evaluate director candidates in light
of several factors, including the minimum criteria set forth
above. Stockholders who wish to recommend individuals for
consideration by the Nominating and Governance Committee to
become nominees for election to the Board at an annual meeting
of stockholders must do so in accordance with the procedures set
forth in Stockholder Proposals to be Presented at the 2009
Annual Meeting of Stockholders section of this proxy
statement and in compliance with our bylaws. Each submission
must set forth: the name and address of the stockholder on whose
behalf the submission is made; the number of our shares that are
owned beneficially by such stockholder as of the date of the
submission and the time period for which such shares have been
held; a statement from the record holder of the shares verifying
the holdings; the full name of the proposed candidate; a
description of the proposed candidates business experience
for at least the previous five years; complete biographical
information for the proposed candidate; a description of the
proposed candidates qualifications as a director; and any
other information described in our bylaws and in our
Guidelines and Procedures for Identifying and Evaluating
Candidates for Director, which is available on our website
at
8
www.lululemon.com. To date, the Nominating and Governance
Committee has not received a director nomination from a
stockholder or stockholders holding more than 5% of our voting
stock.
Communications
with Directors
Stockholders may communicate with lululemon directors by
transmitting correspondence by mail, facsimile or email,
addressed as follows:
Corporate Secretary
c/o lululemon
athletica inc.
2285 Clark Drive
Vancouver, British Columbia
Canada V5N 3G9
The Secretary will, as appropriate, forward communication to the
Board or to any individual director, directors, or Board
committee to whom the communication is directed.
Code of
Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that
applies to all of the officers, directors and employees of
lululemon and its subsidiaries. The most current version is
available on our web site at www.lululemon.com. If we make any
substantive amendments to the code or grant any waiver from a
provision of the code to any executive officer or director, we
will promptly disclose the nature of the amendment or waiver on
our website, as well as via any other means required by NASDAQ
rules or applicable law.
Compensation
Committee Interlocks and Insider Participation
Two of the members of our Compensation Committee, Steven J.
Collins and David M. Mussafer, briefly served as corporate
officers of lululemon and a subsidiary during part of fiscal
2007 prior to our initial public offering in July 2007. The
third member of the Compensation Committee, Thomas G. Stemberg,
has never served as one of our officers or employees. None of
our executive officers currently serves, or in fiscal 2007
served, as a member of the board or compensation committee of
any entity that has one or more executive officers who serve on
our Board or Compensation Committee. Messrs. Collins and
Mussafer are members of a group of persons that exercise voting
and investment power over the shares beneficially owned by
Advent International Corporation. See Certain
Relationships and Related Party Transactions below.
Executive
Officers
Our executive officers and their ages as of February 3,
2008 were as follows:
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|
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|
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|
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Officer
|
Name
|
|
Age
|
|
Positions
|
|
Since
|
|
Robert Meers(1)
|
|
64
|
|
Chief Executive Officer
|
|
2005
|
Dennis J. Wilson
|
|
52
|
|
Chief Product Designer
|
|
1998
|
John E. Currie
|
|
52
|
|
Chief Financial Officer
|
|
2007
|
Christine M. Day(2)
|
|
46
|
|
President and Chief Operating Officer; Chief Executive
Officer Designate
|
|
2008
|
Michael J. Tattersfield(3)
|
|
41
|
|
Executive Vice President, Retail Logistics and Sourcing
|
|
2006
|
|
|
|
(1) |
|
Mr. Meers will resign as our Chief Executive Officer as of
June 30, 2008. |
|
(2) |
|
Ms. Day will become our Chief Executive Officer on
June 30, 2008. |
|
(3) |
|
Mr. Tattersfields employment with the company
terminated in April 2008. |
Robert Meers has served as a member of our Board
and as our Chief Executive Officer since December 2005.
Mr. Meers was employed by Reebok International from 1984 to
1999, where he served as President and Chief Executive Officer
of the Reebok brand from 1996 until 1999. Mr. Meers
other positions at Reebok included
9
President of the Rockport shoe division, President of the Greg
Norman sportswear brand, and Executive Vice President of Reebok
USA and Reebok International. Prior to joining us,
Mr. Meers served since 2002 as the President and Chief
Executive Officer of Syratech Corporation, a designer,
manufacturer, importer and distributor of a variety of tabletop
and home decoration products. In February 2005, Syratech
Corporation filed a voluntary petition for protection pursuant
to Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Massachusetts.
From 1999 until 2002 Mr. Meers served as Chairman of BBM
Holding, Inc., a specialty retailer and an importer/exporter in
the food industry. Mr. Meers graduated from the University
of Massachusetts at Amhersts School of Hotel, Restaurant,
and Travel Administration. Mr. Meers will resign from the
company effective June 30, 2008, at which time Christine M.
Day will become the companys Chief Executive Officer.
Dennis J. Wilsons biographical summary is
included under Proposal No. 1 Election of
Directors.
John E. Currie has served as our Chief Financial
Officer since January 2007. Prior to joining us, Mr. Currie
worked for Intrawest Corporation, a provider of destination
resorts and leisure travel, from 1989 to 2006, including as
Chief Financial Officer from 2004 to 2006 and Senior Vice
President, Financing & Taxation from 1997 to 2004.
Prior to joining Intrawest he held senior financial positions
within the BCE Group, a telecommunications service provider, and
was a specialist in international taxation with a major
accounting firm. Mr. Currie is a member of the board of
directors of Hathor Exploration Limited, a resource exploration
company. Mr. Currie, a Chartered Accountant, received a
Bachelor of Commerce degree from the University of British
Columbia.
Christine M. Days biographical summary is
included under Proposal No. 1 Election of
Directors.
Mike J. Tattersfield joined us in November 2006
and served as our Chief Operating Officer until January 2008 and
as Executive Vice President, Retail Logistics and Sourcing,
until April 2008. From 2005 until joining us,
Mr. Tattersfield served as the Vice President and Head of
Store Operations for Limited Brands, an international apparel
company. From 1992 until 2005, Mr. Tattersfield held
various roles at Yum Restaurants International (former division
of Pepsico). His roles increased in scope and level of
responsibility from Mexico Director of Operations from 1992
until 1997, to Mexico Chief Financial Officer and Director of
Development from 1997 until 1998, to Chief Executive Officer and
Managing Director of Puerto Rico/USVI and Venezuela from 1998
until 2003, to lastly President of A&W Restaurants
worldwide from 2003 until 2005. Mr. Tattersfield is a
member of the board of directors of Peter Piper Pizza, a
restaurant chain. Mr. Tattersfield received a B.S. in
Accounting from Indiana University and an M.B.A. from the
Harvard Business School. Mr. Tattersfield resigned from the
company effective April 4, 2008.
10
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected
PricewaterhouseCoopers LLP, or PwC, as our independent
registered public accounting firm to audit the consolidated
financial statements of lululemon for the fiscal year ending
February 1, 2009. PwC has acted in such capacity since its
appointment in fiscal 2006. A representative of PwC is expected
to be present at the Annual Meeting, with the opportunity to
make a statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions.
The following table sets forth the aggregate fees billed to
lululemon for the fiscal years ended February 3, 2008 and
January 31, 2007 by PwC:
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|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Audit Fees(1)
|
|
$
|
1,503,460
|
|
|
$
|
275,295
|
|
Audit-Related Fees(2)
|
|
|
$0
|
|
|
|
$0
|
|
Tax Fees(3)
|
|
|
$0
|
|
|
|
$0
|
|
All Other Fees(4)
|
|
|
$0
|
|
|
|
$107,745
|
|
|
|
|
(1) |
|
Audit Fees consist of fees billed for professional services
rendered for the audit of the companys consolidated annual
financial statements and review of the interim consolidated
financial statements included in quarterly reports and services
that are normally provided by PwC in connection with statutory
and regulatory filings or engagements, including issuance of
comfort letters to underwriters and consent procedures in
connection with our initial public offering and other public
filings in fiscal 2007. |
|
(2) |
|
Audit-Related Fees consist of fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of the companys consolidated
financial statements and are not reported under Audit
Fees. |
|
(3) |
|
Tax Fees consist of fees billed for professional services
rendered for tax compliance, tax advice and tax planning
(domestic and international). These services include assistance
regarding federal, state and international tax compliance,
acquisitions and international tax planning. |
|
(4) |
|
All Other Fees consist of fees for products and services other
than the services reported above. In fiscal 2006, this category
included fees related to consulting services in connection with
implementing non-financial customer relations software. |
None of the services related to Audit-Related Fees, Tax Fees or
All Other Fees described above was approved by the Audit
Committee pursuant to the waiver of pre-approval provisions set
forth in applicable rules of the SEC. The Audit Committees
policy is to pre-approve all audit and permissible non-audit
services provided by our independent registered public
accounting firm. These services may include audit services,
audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or
category of services. The independent registered public
accounting firm and management are required to periodically
report to the Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in
accordance with this pre-approval. The chair of the Audit
Committee is also authorized, pursuant to delegated authority,
to pre-approve additional services of up to $25,000 per
engagement on a
case-by-case
basis, and such approvals are communicated to the full Audit
Committee at its next meeting.
Vote
Required and Board Recommendation
Approval of this proposal requires the affirmative vote of a
majority of the votes cast affirmatively or negatively on the
proposal at the Annual Meeting, as well as the presence of a
quorum representing a majority of all outstanding shares of our
Common Stock, either in person or by proxy. Abstentions and
broker non-votes will each be counted as present for purposes of
determining the presence of a quorum but will not have any
effect on the outcome of the proposal.
The Board unanimously recommends a vote FOR the
appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending
February 1, 2009.
11
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee oversees lululemons financial
reporting process on behalf of the Board. Management has the
primary responsibility for the financial statements and the
reporting process, including internal control systems. Our
independent registered public accounting firm,
PricewaterhouseCoopers LLP, is responsible for expressing an
opinion as to the conformity of our audited financial statements
with generally accepted accounting principles.
The Audit Committee consists of three directors, each of whom,
in the judgment of the Board, is an independent
director as defined in the listing standards for The
Nasdaq Stock Market. The Audit Committee acts pursuant to a
written charter that has been adopted by the Board. A copy of
this charter is available on our website at www.lululemon.com.
The Audit Committee has reviewed and discussed the audited
financial statements with management. The Audit Committee has
discussed and reviewed with the auditors all matters required to
be discussed Statement on Auditing Standards No. 61
(Communication with Audit Committees). The Audit Committee has
met with PricewaterhouseCoopers LLP, with and without management
present, to discuss the overall scope of PricewaterhouseCoopers
LLPs audit, the results of its examinations, and the
overall quality of its financial reporting.
The Audit Committee has received from the auditors a formal
written statement describing all relationships between the
auditors and lululemon that might bear on the auditors
independence consistent with Independence Standards Board
Standard No. 1 (Independence Discussions with Audit
Committees), discussed with the auditors any relationships that
may impact their objectivity and independence, and satisfied
itself as to the auditors independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board that lululemons audited
financial statements be included in lululemons Annual
Report on
Form 10-K
for the fiscal year ended February 3, 2008.
AUDIT COMMITTEE
Michael Casey (Chairman)
RoAnn Costin
R. Brad Martin
12
EXECUTIVE
COMPENSATION
Compensation Discussion and Analysis
Compensation
Philosophy and Objectives
The primary goals of our executive compensation program are to:
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attract, retain, motivate and reward talented executives;
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tie annual and long-term compensation incentives to achievement
of specified performance objectives inherent in our business
strategy;
|
|
|
|
create long-term value for our stockholders by aligning the
interests of our executives with those of our
stockholders; and
|
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|
provide our executives with a total compensation package that
recognizes individual contributions, as well as overall business
results.
|
To achieve these goals, we intend to maintain compensation plans
that tie a substantial portion of our executives overall
compensation to the achievement of key strategic, operational
and financial goals and appreciation in our stock price.
Our Compensation Committee and Board evaluate individual
executive performance with the goal of setting compensation at
levels that they believe are comparable with executives in other
companies of similar size and stage of development operating in
the retail apparel industry. In connection with setting
appropriate levels of compensation, our Compensation Committee
and Board base their decisions on their general business and
industry knowledge and experience and publicly available
information of high growth retailers, branded athletic apparel
companies, and comparable companies based in Vancouver and
elsewhere in Canada, while also taking into account our relative
performance and strategic goals. We intend to continue to
conduct an annual review of the aggregate level of our executive
compensation as part of our annual budget review and annual
performance review processes. As part of this review, we will
determine the operating metrics and non-financial elements used
to measure our performance and to compensate our executive
officers. This review is based on our knowledge of how other
retail apparel companies measure their executives
performance and on the key operating metrics that are critical
in our effort to increase the value of our company.
Role
of Executive Officers in Executive Compensation
Our Compensation Committee determines the compensation for our
executive officers, based in part on recommendations from our
Chief Executive Officer.
Elements
of Compensation
Our executive officer compensation consists of the following
components:
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base salary;
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|
annual cash incentives linked to corporate and individual
performance;
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|
long-term incentive awards in the form of equity-based
compensation; and
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|
|
|
other benefits such as reimbursement of relocation and moving
expenses, temporary housing, and tax consulting services.
|
Our Compensation Committees policies with respect to each
of these elements, including the basis for the compensation
awarded to our executive officers, are discussed below. In
addition, while each element of compensation described below is
considered separately, our Compensation Committee takes into
account the full compensation package for each individual in
determining total compensation.
13
Base
Salary
The base salary established for each of our executive officers
is intended to reflect each individuals responsibilities,
experience, prior performance and other discretionary factors
deemed relevant by our Compensation Committee and Board. Base
salary is also designed to provide our executive officers with
steady cash flow during the course of the fiscal year that is
not contingent on short-term variations in our operating
performance. We believe that executive base salaries targeted
at, or slightly above, market is a key factor in attracting and
retaining the services of qualified executives. Our Compensation
Committee determines market level based on our executives
experience in the industry with reference to the base salaries
of similarly situated executives in other companies of similar
size and stage of development operating in the retail apparel
industry, as provided in publicly available documents.
In considering whether to adjust base salary from year to year,
our Compensation Committee considers the following:
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corporate performance and the performance of each individual
executive officer;
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|
new responsibilities delegated to each executive officer during
the year;
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|
any contractual agreements with our executive officers; and
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the competitive marketplace for executive talent, including a
comparison of base salaries for comparable positions at other
similarly situated companies operating in the retail apparel
industry.
|
To help guide the components and levels of our executive
compensation, the Compensation Committee engaged the Hay Group
in January 2008. The Hay Group assisted the Compensation
Committee with development of a peer group of companies, and
reviewed compensation practices of this peer group to assist the
Compensation Committee with development of the primary elements
of our executive compensation program. The Compensation
Committee has based fiscal 2008 executive compensation in part
on the analysis conducted by the Hay Group.
With these principles in mind, base salaries are reviewed at
least annually by our Compensation Committee and the Board, and
may be adjusted from time to time based on the results of this
review.
Fiscal
2007 and 2008 Base Salaries
For fiscal 2007, no increases were made to the annual base
salaries of Messrs. Meers, Tattersfield, Currie and Wilson.
The following table sets forth the fiscal 2007 and 2008 base
salaries (in Canadian dollars) for each of our executive
officers:
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Fiscal 2007
|
|
|
Fiscal 2008
|
|
|
|
Base Salary
|
|
|
Base Salary
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
Robert Meers(1)
|
|
|
600,000
|
|
|
|
600,000
|
|
Christine M. Day(2)
|
|
|
365,000
|
|
|
|
365,000
|
|
Mike J. Tattersfield(3)
|
|
|
392,111
|
|
|
|
|
|
John E. Currie
|
|
|
325,000
|
|
|
|
375,000
|
|
Dennis J. Wilson
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
(1) |
|
Mr. Meers will retire from the company effective
June 30, 2008. |
|
(2) |
|
Does not reflect Ms. Days compensation as Chief
Executive Officer, which is currently under discussion. |
|
(3) |
|
Mr. Tattersfields employment terminated effective
April 4, 2008. |
Annual
Cash Incentives
Annual Discretionary Cash Performance
Bonus. Our Board has the authority and
discretion to award annual performance bonuses to our executive
officers. The annual performance bonuses are intended to
compensate officers for achieving financial, operational and
strategic goals and for achieving individual annual performance
14
objectives. These annual bonus amounts are intended to reward
both overall company and individual performance during the year
and, as such, can be highly variable from year to year. Cash
bonuses, as opposed to equity grants, are designed to more
immediately reward annual performance against key short-term
performance metrics. We believe that establishing cash bonus
opportunities is an important factor in both attracting and
retaining the services of qualified and highly skilled
executives.
Pursuant to the terms of their employment agreement or offer
letter with us, each of Messrs. Meers, Wilson, Currie, and
Ms. Day are eligible to receive annual bonuses of up to
75%, 75%, 60% and 60%, respectively, of their base salaries, if
specified corporate and individual performance goals, as
established by our Compensation Committee, are met for the year.
Mr. Tattersfields employment with lululemon
terminated in April 2008.
During the first quarter of each fiscal year, our Compensation
Committee reviews our performance relative to the achievement of
our financial, operational and strategic goals established at
the beginning of the preceding fiscal year and each
executives individual performance and contribution to
achieving those goals in order to determine the amount of
discretionary bonus, if any, payable to our executive officers.
In making its determination, the Compensation Committee may make
adjustments to the corporate and individual performance goals to
take into account certain extraordinary
and/or
non-recurring events such as acquisitions, dispositions, and
other corporate transactions that could have an effect on our
operating budget during the preceding fiscal year.
In March 2007, our Compensation Committee adopted formal bonus
plans for our executive and management level employees. We paid
performance bonuses in March 2008 to our executive and
management level employees pursuant to these bonus plans with
respect to performance during fiscal 2007.
2008 Executive Bonus Plan. In April
2008, our Compensation Committee adopted our 2008 Executive
Bonus Plan for our executive officers (in positions of Executive
Vice President and above) with respect to performance during
fiscal 2008, or the 2008 Plan. Set forth below is a summary of
the material terms of the 2008 Plan.
Administration. The 2008 Plan will be
administered by the Compensation Committee. Among other things,
the Compensation Committee has the authority to select
participants in the 2008 Plan from among the companys
executive officers and to determine the performance goals,
target amounts and other terms and conditions of awards under
the 2008 Plan. The Compensation Committee, in conjunction with
the companys Vice President, People Resources, Chief
Financial Officer and Chief Executive Officer, also has the
authority to establish and amend rules and regulations relating
to the administration of the 2008 Plan. All decisions made by
the Compensation Committee in connection with the 2008 Plan will
be made in the Compensation Committees sole discretion and
will be final and conclusive.
Eligibility. The companys employees
serving in positions of Executive Vice President and above, and
other senior officers of the company, as designated by the
Compensation Committee, are eligible to participate in the 2008
Plan. The Chief Executive Officer has the authority to recommend
participants. The Compensation Committee has the sole authority
to designate participants. Eligibility to participate in the
2008 Plan will cease upon termination of the participants
employment, withdrawal of designation by the Compensation
Committee, transfer of the participant to a position compensated
otherwise than as provided in the 2008 Plan, termination of the
plan by the company, or if the participant engaged, directly or
indirectly, in any activity which is competitive with any
company activity.
Terms of Awards. Awards under the 2008 Plan
will be payable upon the achievement during fiscal 2008 of
specified financial and individual performance goals. After the
end of the performance period, the Compensation Committee will
certify the extent to which the performance goals are achieved
and determine the amount of any bonuses that are payable;
provided that the Compensation Committee will have the
discretion to determine that the actual amount paid with respect
to an award will be less than (but not greater than) the payout
calculated under the 2008 Plan.
Financial Performance Goals. Pursuant to the
terms of the 2008 Plan, the Compensation Committee will evaluate
the companys overall financial performance against the
following four financial performance goals for fiscal 2008:
diluted earnings per share; comparable store sales; operating
margin; and inventory levels. The Compensation Committee has set
performance goals for each participant based on the financial
performance goals, together with related target awards. The
Compensation Committee believes that the approved financial
goals are reasonable in light of the companys historic
growth and current business strategy, and as such the committee
anticipates achievement levels consistent with those achieved
historically.
15
Individual Performance Goals. The 2008 Plan
provides further that the remaining portion of the total bonus
payout available to participants is based on achievement with
individual performance goals. Individual performance goals may
differ from participant to participant.
Target Bonus Amounts. Pursuant to the terms of
the 2008 Plan, the Compensation Committee has determined the
amount of the target bonuses that will be paid to each plan
participant if the financial performance goals and individual
performance goals are met, and the method by which such amounts
will be calculated. The terms of the 2008 Plan permit bonus
payouts in excess of the target bonus amount, up to a maximum of
120% of the target bonus amount.
As reported in the companys Current Report on
Form 8-K
filed with the SEC on May 6, 2008, the Compensation
Committee approved the weighting of the financial performance
goals and individual performance goals so that 90% of the target
bonus is based on the achievement of financial performance goals
and 10% is based on the achievement of individual performance
goals. Any bonuses paid under the 2008 Plan will be paid within
approximately 75 days after the companys fiscal year
end.
Equity-Based Compensation. We believe
that equity awards are an important component of our executive
compensation program and that providing a significant portion of
our executive officers total compensation package in
equity-based compensation aligns the incentives of our
executives with the interests of our stockholders and with our
long-term success. Additionally, we believe that equity-based
awards enable us to attract, motivate, retain and adequately
compensate executive talent. To that end, we award equity-based
compensation in the form of options to purchase our Common
Stock. Our Compensation Committee believes stock options provide
executives with a significant long-term interest in our success
by only rewarding the creation of stockholder value over time.
Generally, each executive officer is provided with a stock
option grant when they join our company based upon their
position with us and their relevant prior experience. These
inducement grants generally vest in four equal annual
installments beginning on the first anniversary of the date of
grant to encourage executive longevity and to compensate our
executive officers for their contribution over a period of time.
Stock options are granted with an exercise price equal to the
closing price of our Common Stock on the date of grant.
Our Compensation Committee determines the size and terms and
conditions of option grants to our executive officers in
accordance with the terms of the applicable plan. Equity grants
made to our executive officers are recommended by our
Compensation Committee and approved by our Board.
Severance Arrangements. We have entered
into employment agreements or offer letters with each of
Messrs. Meers, Wilson, Tattersfield and Ms. Day that
provide certain severance rights. These agreements were made in
order to attract and retain the services of these particular
executives. The agreements were the result of negotiations
between the parties, which we believe resulted in severance
rights that are commercially reasonable and typical of the
rights afforded to similarly situated executives in other
companies of similar size and stage of development operating in
the retail apparel industry.
In each case, the severance payments are contingent on the
occurrence of certain termination (or constructive termination)
events and, with respect to Messrs. Meers and Wilson,
require the executive to execute a release of claims in our
favor. These severance arrangements are intended to provide the
executive with a sense of security in making the commitment to
dedicate his or her professional career to our success. These
severance rights do not differ based on whether or not we
experience a change in control. The specific terms of these
arrangements are discussed in detail below under the heading
Agreements with Named Executive Officers.
Other Compensation. By virtue of the
cross-border nature of our operations, our executives may be
required to travel extensively for business purposes and may
therefore also incur tax obligations in multiple jurisdictions.
In addition, certain of our named executives have relocated
their principal residence in order to accept employment with us.
Accordingly, in order to encourage such business travel and
relocation, we provide certain of our executive officers with
reasonable automobile, temporary housing allowances and
reimbursement of relocation expenses and tax consulting services.
16
The value of these perquisites is identified below in the
Summary Compensation Table under the column entitled All
Other Compensation.
We have no current plans to make changes to the employment
agreement of our Chief Product Designer or to the offer letters
of our Chief Financial Officer or Chief Operating Officer
(except as required by law or as required to clarify the
benefits to which our executive officers are entitled as set
forth herein) or to levels of benefits and perquisites provided
to our executive officers.
Tax
and Accounting Considerations Affecting Executive
Compensation
We structure our compensation program in a manner that is
consistent with our compensation philosophy and objectives.
However, while it is our Compensation Committees general
intention to design the components of our executive compensation
program in a manner that is tax efficient for both us and our
executives, there can be no assurance that our Compensation
Committee will always approve compensation that is tax
advantageous for us. Additionally, we do not currently maintain
a committee of outside directors for the purposes of
Section 162(m) under the Internal Revenue Code and,
accordingly, any compensation we grant over a $1 million
threshold will be subject to a deduction limitation.
Similarly, we endeavor to design our equity incentive awards
conventionally, so that they are accounted for under standards
governing equity-based arrangements and, more specifically, so
that they are afforded fixed treatment under those standards.
SUMMARY
COMPENSATION TABLE
The following table sets forth summary information concerning
compensation of our principal executive officer and principal
financial officer and each of the next three most highly
compensated current executive officers during fiscal 2005, 2006
and 2007. We refer to these persons as our named executive
officers. The dollar amounts shown were converted to
U.S. dollars from Canadian dollars using the average of the
exchange rates on the last business day of each month during the
applicable fiscal year. Applying this formula to fiscal 2007,
2006 and 2005, CDN$1.00 was equal to US$0.947, US$0.882 and
US$0.834, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)(3)
|
|
($)
|
|
Robert Meers,
Chief Executive Officer(4)
|
|
|
2007
|
|
|
|
568,200
|
|
|
|
|
|
|
|
997,548
|
|
|
|
477,288
|
|
|
|
44,349
|
|
|
|
2,087,385
|
|
|
|
|
2006
|
|
|
|
529,200
|
|
|
|
188,572
|
|
|
|
624,996
|
|
|
|
|
|
|
|
41,331
|
|
|
|
1,384,099
|
|
|
|
|
2005
|
|
|
|
41,700
|
|
|
|
83,400
|
|
|
|
|
|
|
|
|
|
|
|
6,107
|
|
|
|
131,207
|
|
Christine M. Day,
President and Chief Operating Officer(5)
|
|
|
2007
|
|
|
|
27,934
|
|
|
|
|
|
|
|
41,406
|
|
|
|
|
|
|
|
|
|
|
|
69,340
|
|
John E. Currie,
Chief Financial Officer(6)
|
|
|
2007
|
|
|
|
307,775
|
|
|
|
|
|
|
|
722,628
|
|
|
|
208,671
|
|
|
|
|
|
|
|
1,239,074
|
|
|
|
|
2006
|
|
|
|
20,580
|
|
|
|
|
|
|
|
55,434
|
|
|
|
|
|
|
|
|
|
|
|
76,014
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis J. Wilson,
Chairman and Chief Product Designer(7)
|
|
|
2007
|
|
|
|
236,750
|
|
|
|
|
|
|
|
|
|
|
|
198,870
|
|
|
|
|
|
|
|
435,620
|
|
|
|
|
2006
|
|
|
|
220,500
|
|
|
|
70,736
|
|
|
|
|
|
|
|
|
|
|
|
36,929
|
|
|
|
328,164
|
|
|
|
|
2005
|
|
|
|
521,250
|
|
|
|
12,809,142
|
|
|
|
|
|
|
|
|
|
|
|
3,023
|
|
|
|
13,333,415
|
|
Mike Tattersfield,
former Chief Operating Officer(8)
|
|
|
2007
|
|
|
|
371,224
|
|
|
|
|
|
|
|
843,072
|
|
|
|
227,189
|
|
|
|
17,273
|
|
|
|
1,458,758
|
|
|
|
|
2006
|
|
|
|
28,820
|
|
|
|
106,449
|
|
|
|
80,842
|
|
|
|
|
|
|
|
12,882
|
|
|
|
228,993
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
(1) |
|
For fiscal 2006, bonuses consist of: (a) payments made
pursuant to discretionary performance bonuses to the following
individuals in the following amounts: Mr. Meers
$188,572, Mr. Wilson $70,736, and
Mr. Tattersfield $34,398; and (b) payments
made pursuant to a signing bonus to
Mr. Tattersfield $72,051. For fiscal 2005,
bonuses consist of: (a) a signing bonus paid to
Mr. Meers in the amount of $83,400; and (b) a bonus
paid to Mr. Wilson in the amount of $12,809,142 that is
equal to our Canadian taxable income for that year above a
particular threshold. |
|
(2) |
|
This column reflects the dollar amount recognized for financial
accounting reporting purposes for the fiscal year in accordance
with SFAS 123(R). See the Grants of Plan Based Awards
Table for information on stock options granted to our
named executive officers in fiscal 2007. These amounts reflect
our annual accounting expense for these awards, and do not
correspond to the actual value that will be realized by the
executive officer. See the notes to our financial statements
contained in our Annual Report on
Form 10-K
for the fiscal year ended February 3, 2008 for a discussion
of all assumptions made by us in determining the
SFAS 123(R) values of our equity awards. |
|
(3) |
|
For fiscal 2007, all other compensation consists of:
(a) payments made on behalf of Mr. Meers for housing
and other living expenses in the amount of $28,960 and for
expenses associated with a vehicle lease in the amount of
$15,389; and (b) payments made on behalf of
Mr. Tattersfield for housing and other living expenses in
the amount of $17,273. |
|
|
|
For fiscal 2006, all other compensation consists of:
(a) payments made on behalf of Mr. Meers for housing
and other living expenses in the amount of $28,823 and for
expenses associated with a vehicle lease in the amount of
$12,508; (b) imputed interest in connection with an
interest free loan we made to Mr. Wilson in the amount of
$36,917; (c) payments made on behalf of
Mr. Tattersfield for housing and other living expenses in
the amount of $12,747 and for a Canadian work permit in the
amount of $132; and (d) life insurance premiums paid on
behalf of the following individuals in the following amounts:
Mr. Wilson $12 and
Mr. Tattersfield $3. |
|
|
|
For fiscal 2005, all other compensation consists of:
(a) payments made on behalf of Mr. Meers for housing
and other living expenses in the amount of $5,208 and for
expenses associated with a vehicle lease in the amount of $899;
(b) imputed interest in connection with an interest free
loan we made to Mr. Wilson in the amount of $3,007; and
(c) life insurance premiums paid on behalf of
Mr. Wilson $16. |
|
(4) |
|
Mr. Meers joined us as our Chief Executive Officer in
December 2005 and his employment will terminate on June 30,
2008. |
|
(5) |
|
Ms. Day joined us as our Executive Vice President, Retail
Operations, in January 2008 and currently serves as our
President and Chief Operating Officer, and Chief Executive
Officer designate. She will become our Chief Executive Officer
on June 30, 2008. |
|
(6) |
|
Mr. Currie joined us as our Chief Financial Officer in
January 2007. |
|
(7) |
|
Mr. Wilsons bonus in 2005 was equal to our Canadian
taxable income for that year above a particular threshold. In
2006, his bonus decreased dramatically because under the terms
of Mr. Wilsons sale of 48% of his interest in
lululemon to a group of private equity investors he was no
longer given a stockholder bonus. His 2007 and 2006 bonuses
related solely to a discretionary performance bonus. |
|
(8) |
|
Mr. Tattersfield became our Chief Operating Officer in
November 2006 and his employment terminated in April 2008. |
18
2007
GRANTS OF PLAN-BASED AWARDS
The following table sets forth each grant of an award made to a
named executive officer for the fiscal year ended
February 3, 2008.
|
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|
|
|
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|
|
|
|
|
|
Estimated Future
|
|
|
|
Grant Date
|
|
|
|
|
Payouts Under
|
|
Exercise or
|
|
Fair Value of
|
|
|
|
|
Equity Incentive
|
|
Base Price of
|
|
Stock and
|
|
|
|
|
Plan Awards Target
|
|
Option Awards
|
|
Option Awards
|
Name
|
|
Grant Date
|
|
(#)
|
|
($/Sh)
|
|
($)(2)
|
|
Christine M. Day(1)
|
|
|
01/18/08
|
|
|
|
125,000
|
|
|
|
33.66
|
|
|
|
1,987,475
|
|
|
|
|
(1) |
|
Ms. Days options will vest in 25% installments on
each of January 7, 2009, 2010, 2011 and 2012. |
|
(2) |
|
This column reflects the fair value of the option granted in
accordance with SFAS 123(R). See the notes to our financial
statements contained in our Annual Report on
Form 10-K
for the fiscal year ended February 3, 2008 for a discussion
of all assumptions made by us in determining the SFAS 123(R)
values of our equity awards. |
2007
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth unexercised stock options, stock
that has not yet vested and equity incentive plan awards for
each named executive officer outstanding as of the fiscal year
ended February 3, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Price
|
|
Expiration
|
Name
|
|
Grant Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
Robert Meers
|
|
|
07/03/06
|
(1)
|
|
|
264,450
|
|
|
|
237,352
|
|
|
|
0.49
|
|
|
|
01/26/16
|
|
|
|
|
07/03/06
|
(1)
|
|
|
1,204,550
|
|
|
|
1,080,872
|
|
|
|
0.60
|
|
|
|
01/26/16
|
|
Christine M. Day
|
|
|
01/18/08
|
(2)
|
|
|
|
|
|
|
125,000
|
|
|
|
33.66
|
|
|
|
01/18/18
|
|
John E. Currie
|
|
|
01/03/07
|
(3)
|
|
|
16,084
|
|
|
|
48,249
|
|
|
|
0.49
|
|
|
|
01/03/17
|
|
|
|
|
01/03/07
|
(3)
|
|
|
73,251
|
|
|
|
219,751
|
|
|
|
0.60
|
|
|
|
01/03/17
|
|
Mike J. Tattersfield
|
|
|
12/26/06
|
(4)
|
|
|
18,752
|
(4)
|
|
|
|
|
|
|
0.49
|
|
|
|
12/26/16
|
|
|
|
|
12/26/06
|
(4)
|
|
|
85,459
|
(4)
|
|
|
|
|
|
|
0.60
|
|
|
|
12/26/16
|
|
Dennis J. Wilson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Meers performance-vested options vested in part
in February 2008 pursuant to the achievement of certain return
multiples in connection with sales by certain of our
stockholders. |
|
(2) |
|
Ms. Days options will vest in 25% installments on
each of January 7, 2009, 2010, 2011 and 2012. |
|
(3) |
|
Mr. Curries options vested 25% on January 3,
2008, and will vest in additional 25% installments on each of
January 3, 2009, 2010 and 2011. |
|
(4) |
|
Mr. Tattersfields employment terminated in April 2008
at which time 25% of his options were vested. His remaining
unvested options were terminated in accordance with their terms. |
2007
OPTION EXERCISES
None of our named executive officers exercised stock options in
fiscal 2007.
19
DIRECTOR
COMPENSATION
General
Description of Director Compensation
To help guide the levels of our director compensation, we
engaged the Hay Group in January 2008. The Hay Group assisted us
in developing our director compensation structure for fiscal
2008. Each of our non-employee directors receives compensation
for participating on our Board comprised of annual retainers and
fees for each meeting attended based on the following schedule:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2008
|
|
|
Meeting Attendance
|
|
|
|
|
|
|
|
|
In-person
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Telephonic
|
|
|
500
|
|
|
|
500
|
|
Committee
|
|
|
500
|
|
|
|
500
|
|
Retainers
|
|
|
|
|
|
|
|
|
All directors
|
|
|
30,000
|
|
|
|
30,000
|
|
Additional Retainers
|
|
|
|
|
|
|
|
|
Chairman
|
|
|
10,000
|
|
|
|
30,000
|
|
Audit Committee Chair
|
|
|
7,500
|
|
|
|
20,000
|
|
Compensation Committee Chair
|
|
|
10,000
|
|
|
|
10,000
|
|
Lead Director
|
|
|
|
|
|
|
20,000
|
|
In addition to the amounts set forth in the table above, each
non-employee director shall be entitled to equity compensation
consisting of (1) an annual grant of restricted stock
awards under our 2007 Equity Incentive Plan having a fair value
at the time of grant equal to $30,000, subject to one-year
vesting and (2) an annual option grant under our 2007
Equity Incentive Plan having a fair value at the time of grant
equal to $80,000 subject to annual four-year vesting on each
anniversary of the grant date. Such annual non-employee director
grants will be made at the conclusion of each annual meeting of
stockholders if the director is then a member of our Board.
Stock option grants will have a
10-year term
and an exercise price equal to the fair market value on the date
of grant. The first equity grants under the policy were made on
July 26, 2007 with an exercise price equal to $18.00 per
share.
The following table sets forth the amount of compensation we
paid to each of our directors for fiscal 2007. The dollar
amounts shown were converted to U.S. dollars from Canadian
dollars using the average of the exchange rates on the last
business day of each month during fiscal 2007. Applying this
formula to fiscal 2007, CDN$1.00 was equal to US$0.947.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven J. Collins
|
|
|
27,000
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
56,155
|
|
RoAnn Costin
|
|
|
20,000
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
49,155
|
|
R. Brad Martin
|
|
|
21,500
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
50,655
|
|
David M. Mussafer
|
|
|
27,500
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
56,655
|
|
Rhoda M. Pitcher
|
|
|
31,000
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
60,155
|
|
Thomas G. Stemberg
|
|
|
27,500
|
|
|
|
17,493
|
|
|
|
11,662
|
|
|
|
56,655
|
|
Michael Casey
|
|
|
7,653
|
|
|
|
7,772
|
|
|
|
5,188
|
|
|
|
20,613
|
|
Susanne Conrad(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in this column represent the expense recognized in
2007 in accordance with SFAS 123(R). See the notes to our
financial statements contained in our Annual Report on
Form 10-K
for the fiscal year ended |
20
|
|
|
|
|
February 3, 2008 for a discussion of all assumptions made
by us in determining the SFAS 123(R) values of our stock
awards. |
|
(2) |
|
The amounts in this column represent the expense recognized in
2007 in accordance with SFAS 123(R). See the notes to our
financial statements contained in our Annual Report on Form
10-K for the
fiscal year ended February 3, 2008 for a discussion of all
assumptions made by us in determining the SFAS 123(R)
values of our equity awards. |
|
(3) |
|
Ms. Conrad served as our director from December 2005 until
March 2007. Mr. Wilson, our Chairman and Chief Product
Designer, is Ms. Conrads
brother-in-law. |
|
(4) |
|
The following table summarizes director options and restricted
shares as of and for the fiscal year ended February 3, 2008. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date Fair
|
|
|
|
|
Securities
|
|
Value of Securities
|
|
|
Securities
|
|
Underlying
|
|
Underlying Options
|
|
|
Underlying
|
|
Restricted Stock
|
|
and Restricted Stock
|
|
|
Option Granted
|
|
Award Granted
|
|
Awards Granted
|
|
|
During Fiscal 2007
|
|
During Fiscal 2007
|
|
During Fiscal 2007(1)
|
Name
|
|
(#)
|
|
(#)
|
|
($)
|
|
Steven J. Collins
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
RoAnn Costin
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
R. Brad Martin
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
David M. Mussafer
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
Rhoda M. Pitcher
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
Thomas G. Stemberg
|
|
|
7,721
|
|
|
|
1,666
|
|
|
|
110,000
|
|
Michael Casey
|
|
|
2,143
|
|
|
|
462
|
|
|
|
85,545
|
|
|
|
|
(1) |
|
The amounts in this column represent the fair value of the
options and restricted stock awards granted in fiscal 2007 in
accordance with SFAS 123(R). See the notes to our financial
statements contained in our Annual Report on Form 10-K for
the fiscal year ended February 3, 2008 for a discussion of
all assumptions made by us in determining the SFAS 123(R) values
of our equity awards. |
Agreements
with Named Executive Officers
Robert
Meers
On May 6, 2008, we entered into a Retirement, Transaction
and Release Agreement with our current Chief Executive Officer,
Robert Meers, pursuant to which Mr. Meers will retire as
Chief Executive Officer of the company effective June 30,
2008 and resign as a Class II director immediately prior to
the Annual Meeting.
Under his retirement agreement, Mr. Meers will consult with
the company upon the companys request through
January 31, 2009, and releases the company from any claims
he may have related to his employment with the company and any
of its affiliates. The company also releases Mr. Meers from any
claims related to Mr. Meers employment by the company.
Mr. Meers will be entitled to receive a special cash bonus
based on the companys financial performance and
Mr. Meers performance during fiscal year 2008
pursuant to the terms of the 2008 Plan, in an amount not to
exceed CDN$219,113, on April 1, 2009. The company will also
accelerate the vesting of 209,042 options under non-qualified
stock options currently held by Mr. Meers. Consistent with
applicable tax regulations, the company has extended the
exercise date for such options to a date between approximately
January 1, 2009 and March 15, 2009.
Mr. Meers will remain obligated, for 24 months
following his resignation, not to:
|
|
|
|
|
participate in a company that competes against us in the United
States or Canada;
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|
|
|
become interested in a company that competes against us;
|
|
|
|
influence or attempt to influence any of our employees,
consultants, suppliers, licensors, licensees, contractors,
agents, strategic partners, distributors, customers or other
persons to terminate or modify such persons agreement or
arrangement with us or any of our affiliates; or
|
21
|
|
|
|
|
solicit for employment or employ or retain (or arrange to have
any other person or entity employ or retain) any person who has
been employed or retained by us or any of our affiliates within
the prior 12 months.
|
Mr. Meers will also remain obligated to maintain the
confidentiality of our proprietary information. In addition,
Mr. Meers agrees that all rights to our proprietary
information and intellectual property are and will remain our
sole and exclusive property.
Until June 30, 2008, Mr. Meers will continue to
receive a pro rated amount of his annual base salary of
CDN$600,000.
Christine
M. Day
Under the terms of her offer letter, Ms. Day will receive
an annual base salary of CDN$365,000. Ms. Day is also
eligible to receive an annual performance bonus of at least 60%
of her base salary for the applicable fiscal year, if specified
corporate and individual performance goals are met for that
year. Pursuant to the terms of her offer letter, the company
granted Ms. Day options to purchase 125,000 shares of
Common Stock in connection with her initial hire, and will grant
her options to purchase 41,667 shares of Common Stock on
the first and second anniversary of her employment start date
and options to purchase 41,666 shares of Common Stock on
the third anniversary of her employment start date. All options
will have a fair market value exercise price and will vest 25%
per year for four years on each anniversary of the effective
grant date of the option.
Ms. Day will also be reimbursed for up to US$80,000 of
reasonable relocation expense incurred by her, a temporary
housing allowance up to CDN$1,500 per month for six months and
CDN$4,500 of tax services for the 2008 tax filing year.
Ms. Day is also entitled to participate in the employee
benefit arrangements generally available to our employees.
In addition, Ms. Day will be entitled to 12 months of
base salary if her employment with lululemon is terminated
without cause within her first 12 months of employment, and
she will be entitled to severance based on British Columbia,
Canada employment and labor standards if her employment is
terminated without cause after 12 months of employment with
lululemon, provided that Ms. Day executes an appropriate
non-disparagement and non-compete agreement with us.
Dennis
J. Wilson
On December 5, 2005, we entered into an Employment and
Restrictive Covenant Agreement with Dennis J. Wilson, our
Chairman and Chief Product Designer. The term of
Mr. Wilsons employment agreement continues until
either he or we terminate his employment. Under his employment
agreement, Mr. Wilson receives a minimum annual base salary
of CDN$250,000, which is subject to annual review and
adjustment. Beginning in 2006, he became eligible for an annual
bonus of up to 75% of his base salary for the applicable fiscal
year, if specified corporate and individual performance goals,
as determined by our Board, are met for that year.
Mr. Wilson is entitled to participate in health insurance,
term life insurance, long term disability insurance and other
employee benefit arrangements generally available to our
employees, as well as to vacation time and reimbursement of his
reasonable business expenses.
If we terminate Mr. Wilsons employment without cause,
he will be entitled, provided he agrees to a mutually acceptable
release, to:
|
|
|
|
|
payment of all accrued and unpaid base salary through the date
of such termination;
|
|
|
|
payment for all unused vacation and personal days accrued
through the date of such termination;
|
|
|
|
monthly severance payments equal to one-twelfth of his base
salary as of the date of such termination for a period of
twenty-four months; and
|
|
|
|
payment of any otherwise unpaid annual bonus payable with
respect to the fiscal year ending prior to the date of such
termination.
|
22
For purposes of Mr. Wilsons employment agreement with
us, termination for cause will be deemed to have
occurred upon the happening of the following:
|
|
|
|
|
theft, embezzlement, fraud, or similar acts of misconduct or
misappropriation by Mr. Wilson;
|
|
|
|
a material breach of any agreement with or duty owed to us;
|
|
|
|
a refusal to perform the lawful and reasonable directives of our
Board;
|
|
|
|
any other conduct that would constitute just cause at common law.
|
If Mr. Wilsons employment is otherwise terminated,
including for cause or as a result of his death or disability,
then we will only be obligated to pay him accrued and unpaid
base salary through the date of such termination.
Mr. Wilson is obligated, for 24 months following his
termination, not to:
|
|
|
|
|
participate in a company that competes against us in the United
States or Canada;
|
|
|
|
become interested in a company that competes against us;
|
|
|
|
influence or attempt to influence any of our employees,
consultants, suppliers, licensors, licensees, contractors,
agents, strategic partners, distributors, customers or other
persons to terminate or modify such persons agreement or
arrangement with us or any of our affiliates; or
|
|
|
|
solicit for employment or employ or retain (or arrange to have
any other person or entity employ or retain) any person who has
been employed or retained by us or any of our affiliates within
the prior 12 months.
|
Mr. Wilson is also obligated to maintain the
confidentiality of our proprietary information. In addition,
Mr. Wilson agrees that all rights to our proprietary
information and intellectual property are and will remain our
sole and exclusive property.
John
E. Currie
On December 20, 2006, we entered into an offer letter with
John E. Currie, our Chief Financial Officer.
Mr. Curries employment with us began on
January 3, 2007. Under his offer letter, Mr. Currie
receives a minimum annual base salary of CDN$325,000, which is
subject to annual review and adjustment. Mr. Curries
base salary for fiscal 2008 is $375,000. Mr. Currie is also
eligible to receive an annual performance bonus of at least 60%
of his base salary for the applicable fiscal year, if specified
corporate and individual performance goals, as determined by our
Board or Compensation Committee, are met for that year. We also
granted Mr. Currie options to purchase 357,335 shares
of our Common Stock at a weighted average exercise price of
$0.58 per share to vest 25% per year for four years on each
anniversary of grant date of the option.
Mr. Currie is entitled to participate in health insurance,
term life insurance, long term disability insurance and other
employee benefit arrangements generally available to our
employees.
Mike
J. Tattersfield
In connection with his termination of employment in April 2008,
the company has agreed to continue to pay
Mr. Tattersfields base salary of CDN$392,111 for the
12-month
period following April 5, 2008. Mr. Tattersfield will
also be eligible to participate in the companys tax
equalization program in an amount not to exceed US$35,000 and
will be entitled to family medical benefits coverage for the
12-month
period following April 5, 2008. In consideration of these
payments and benefits, Mr. Tattersfield entered into a
release agreement pursuant to which Mr. Tattersfield
provided the company a general release and agreed to certain
restrictive covenants, including confidentiality,
non-disparagement, non-competition and non-solicitation
provisions for a period of 12 months after April 5,
2008.
Potential
Payments upon Termination of Employment and Change in
Control
The following tables set forth the payments and benefits that
would be due to each of Mr. Meers, Ms. Day,
Mr. Currie, Mr. Wilson and Mr. Tattersfield upon
the termination of his or her employment without
cause (as that
23
term is defined above with respect to the discussion of each
named executive officers employment agreement or offer
letter and in the companys 2007 Equity Incentive Plan).
The amounts provided in the tables below assume that each
termination or change in control was effective as of
February 3, 2008 (the last day of our fiscal year). These
are merely illustrative of the impact of hypothetical events,
based on the terms of arrangements then in effect. The amounts
to be payable upon an actual termination of employment or change
in control can only be determined at the time of such event,
based on the facts and circumstances then prevailing. Our
agreements with these executives do not contain tax
gross-up
provisions.
As discussed elsewhere in this proxy statement, we entered into
a Retirement, Transaction and Release Agreement with
Mr. Meers on May 6, 2008, pursuant to which
Mr. Meers will resign as a Class II director
immediately prior to the Annual Meeting, and will retire as
Chief Executive Officer of the company effective June 30,
2008. Under the terms of this retirement agreement, and based on
the companys financial performance during fiscal year
2008, the Compensation Committee may approve the payment to
Mr. Meers of a cash bonus of up to CDN$219,113 on
April 1, 2009. Mr. Meers will also be entitled to
accelerated vesting of certain options under non-qualified stock
options currently held by him. The retirement agreement
supersedes in full any other agreements between Mr. Meers
and the company, and all other contractual benefits to which
Mr. Meers would otherwise be entitled are terminated.
In compliance with applicable SEC rules, we are also providing
the following disclosure that shows the estimated value of the
payments and benefits Mr. Meers would have been entitled to
receive had one of the following events occurred on
February 3, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic Value of
|
|
|
|
|
Time-Vested Options
|
|
|
|
|
Subject to
|
|
|
Salary Continuation
|
|
Acceleration
|
|
|
(CDN$)
|
|
($)
|
|
Termination Without Cause
|
|
|
1,700,000
|
(1)
|
|
|
|
|
Change in Control
|
|
|
|
|
|
|
66,959,860(2
|
)(3)(4)
|
|
|
|
(1) |
|
This amount represents Mr. Meers monthly base salary
for a period of 34 months (i.e., February 3,
2008 December 5, 2010). Such amount will be
payable over a
34-month
period. |
|
(2) |
|
This amount represents the value as of February 3, 2008 of
the time-vested portion of Mr. Meers stock options
that would become vested on an accelerated basis upon a Change
in Control. For purposes of this calculation, we have determined
the value based on the difference between the option exercise
price and an assumed Change in Control price equal to the
closing price of our Common Stock on February 3, 2008. |
|
(4) |
|
Because the amounts actually realized with respect to any option
grant will depend on the price of our Common Stock on the date
the award is exercised, the amount may or may not ultimately
reflect the actual value that could be realized by
Mr. Meers with respect to this award. |
Assuming that Mr. Wilson was terminated without
cause on February 3, 2008, his payments would have
had an estimated value of:
|
|
|
|
|
|
|
Salary
|
|
|
Continuation
|
|
|
(CDN$)
|
|
Termination Without Cause
|
|
|
500,000
|
(1)
|
|
|
|
(1) |
|
This amount represents Mr. Wilsons monthly base
salary for a period of 24 months. Such amount will be
payable over a
24-month
period. |
As described elsewhere in this proxy statement,
Mr. Tattersfield resigned in April 2008, and will continue
to receive a base salary of CDN$392,111 for the
12-month
period following April 5, 2008. Mr. Tattersfield will
also be eligible to participate in the companys tax
equalization program in an amount not to exceed
U.S. $35,000 and will be entitled to family medical
benefits coverage for the
12-month
period following April 5, 2008.
24
In compliance with applicable SEC rules, we are also providing
the following disclosure that shows the estimated value of the
payments and benefits Mr. Tattersfield would have been
entitled to receive had he been terminated without
cause on February 3, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuation
|
|
|
|
|
of Medical
|
|
|
Salary Continuation
|
|
Benefits
|
|
|
(CDN$)
|
|
(CDN$)
|
|
Termination Without Cause
|
|
|
392,112
|
(1)
|
|
|
9,994
|
(2)
|
|
|
|
(1) |
|
This amount represents Mr. Tattersfields monthly base
salary for a period of 12 months. Such amount will be
payable in either a lump sum or monthly at our
(1) discretion. |
|
(2) |
|
This amount represents the estimated cost to us to provide
Mr. Tattersfield with medical benefits for a period of
12 months. |
Assuming that Ms. Day was terminated without
cause on February 3, 2008, her payments and benefits
would have had an estimated value of:
|
|
|
|
|
|
|
Salary Continuation
|
|
|
(CDN$)
|
|
Termination Without Cause
|
|
|
365,000
|
(1)
|
|
|
|
(1) |
|
This amount represents Ms. Days monthly base salary
for a period of 12 months. Such amount will be payable in
either a lump sum or monthly at our discretion. |
Assuming that Mr. Currie was terminated without
cause on February 3, 2008, he would not be entitled
to receive any other payments or benefits.
Compensation
Committee Report
We, the Compensation Committee of the Board, have reviewed and
discussed the Compensation Discussion and Analysis contained in
this proxy statement with management. Based on such review and
discussion, we have recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy
Statement and in lululemons Annual Report on
Form 10-K
for the fiscal year ended February 3, 2008.
COMPENSATION COMMITTEE
David M. Mussafer (Chairman)
Steven J. Collins
Thomas G. Stemberg
25
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related
Person Transactions for Fiscal 2007
Other than compensation agreements and other arrangements which
are described under Compensation Discussion and
Analysis and the transactions described below, since
January 31, 2007, there has not been, and there is not
currently proposed, any transaction or series of similar
transactions to which we were or will be a party in which the
amount involved exceeded or will exceed $120,000 and in which
any of our directors, executive officers, holders of more than
5% of any class of our voting securities or any member of the
immediate family of the foregoing persons had or will have a
direct or indirect material interest. We believe that we have
executed all of the transactions set forth below on terms no
less favorable to us than we could have obtained from
unaffiliated third parties.
Franchise
Agreement
Mr. Wilsons
sister-in-law
and her husband hold a 100% interest in the two Victoria,
British Columbia franchises. In fiscal 2007, the company sold
merchandise to the franchises totaling $4,891,590 and received
royalties from the franchises totaling $1,955,940. In addition,
at February 3, 2008, the company held amounts payable to
the Victoria franchises totaling $167,188 as deposits on the
purchase of merchandise.
Loans to
and from Oyoyo Holdings, Inc.
In December 2004, lululemon canada inc., or Lulu Canada, made a
loan in the principal amount of CDN$2,342,299 to Oyoyo Holdings,
Inc., an entity controlled by Mr. Wilson. The remaining
outstanding balance of US$9,329 on such loans was repaid in
April 2007.
Agreement
and Plan of Reorganization
Prior to the completion of our initial public offering, or IPO,
on July 26, 2007, we did not own 100% of our operating
subsidiaries, Lulu Canada and Lulu USA. In connection with the
IPO, we entered into an agreement of reorganization with certain
of our affiliates which included our existing stockholders, Lulu
Canada, Lulu Canadian Holding, LIPO Canada, LIPO USA and
Mr. Wilson, in his individual capacity and in his capacity
as trustee pursuant to a trust arrangement established for the
benefit of the minority stockholders of LIPO USA and LIPO
Canada, pursuant to which Lulu Canada and Lulu USA in effect
became our direct or indirect wholly-owned subsidiaries. In
connection with this corporate reorganization, we issued shares
of our Common Stock to our existing stockholders and to Slinky
Financial ULC, a company controlled by Mr. Wilson which
owned shares of LIPO Canada. Slinky offered those shares of our
Common Stock in the IPO. In addition, Lulu Canadian Holding
issued exchangeable shares to other holders of common shares of
LIPO Canada, including Mr. Wilson. We also issued special
voting shares to all the holders of exchangeable shares.
Pursuant to the terms of the reorganization agreement, we also
agreed to provide Advent International GPE V Limited
Partnership, Advent International GPE V-A Limited Partnership,
Advent International GPE V-B Limited Partnership, Advent
International GPE V-G Limited Partnership, Advent International
GPE V-I Limited Partnership, Advent Partners III Limited
Partnership, Advent Partners GPE V Limited Partnership, Advent
Partners GPE V-A Limited Partnership, Advent Partners GPE V-B
Limited Partnership, Brooke Private Equity Advisors
Fund I-A,
Limited Partnership, Brooke Private Equity Advisors Fund I
(D), Limited Partnership, Highland Capital Partners VI Limited
Partnership, Highland Capital Partners VI-B Limited Partnership
and Highland Entrepreneurs Fund VI Limited
Partnership certain audited and unaudited financial and budget
information, subject to their agreement to keep such information
confidential. Prior to the completion of the IPO, we and the
selling stockholders also entered into a contribution agreement.
Pursuant to the terms of the contribution agreement, in the
event that any of the selling stockholders incurs any losses,
claims, damages or liabilities under the Securities Act,
Canadian securities laws or otherwise, insofar as such losses
(or actions in respect thereof) arise out of or are based upon a
determination that such selling stockholder is an underwriter
within the meaning of the Securities Act, we and the other
selling stockholders will contribute to such losses on a pro
rata basis.
26
Procedures
for Approval of Related Person Transactions
In April 2007, we adopted a written statement of policy with
respect to related party transactions, which is administered by
our Audit Committee. Under our related party transaction policy,
a Related Party Transaction is any transaction,
arrangement or relationship between us or any of our
subsidiaries and a Related Person not including any transactions
involving less than $60,000 when aggregated with all similar
transactions, or transactions that have received pre-approval of
our Audit Committee. A Related Person is any of our
executive officers, directors or director nominees, any
stockholder beneficially owning in excess of 5% of our stock or
securities exchangeable for our stock, any immediate family
member of any of the foregoing persons, and any firm,
corporation or other entity in which any of the foregoing
persons is an executive officer, a partner or principal or in a
similar position or in which such person has a 5% or greater
beneficial ownership interest in such entity.
Pursuant to our related party transaction policy, a Related
Party Transaction may only be consummated or may only continue
if:
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|
|
|
|
Our Audit Committee approves or ratifies such transaction in
accordance with the terms of the policy; or
|
|
|
|
the chair of our Audit Committee pre-approves or ratifies such
transaction and the amount involved in the transaction is less
than $100,000, provided that for the Related Party Transaction
to continue it must be approved by our Audit Committee at its
next regularly scheduled meeting.
|
If advance approval of a Related Party Transaction is not
feasible, then that Related Party Transaction will be considered
and, if our Audit Committee determines it to be appropriate,
ratified, at its next regularly scheduled meeting. If we decide
to proceed with a Related Party Transaction without advance
approval, then the terms of such Related Party Transaction must
permit termination by us without further material obligation in
the event our Audit Committee ratification is not forthcoming at
our Audit Committees next regularly scheduled meeting.
Transactions with Related Persons, though not classified as
Related Party Transactions by our related party transaction
policy and thus not subject to its review and approval
requirements, may still need to be disclosed if required by the
applicable securities laws, rules and regulations.
27
PRINCIPAL
STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT
The following table sets forth information concerning the
beneficial ownership of our common stock by
(i) those persons who we know to beneficially own more than
5% of our outstanding common stock, (ii) our directors,
(iii) the named executive officers listed in
the Summary Compensation Table on page 19, and
(iv) all of our current directors and executive officers as
a group. Beneficial ownership is a concept which
takes into account shares that may be acquired within
60 days (such as by exercising vested stock options) and
shares as to which the named person has or shares voting
and/or
investment power. Information provided for Mr. Wilson,
Advent International Corporation, Fidelity Management and
Research, Capital World Investors, and Morgan Stanley is based
on the latest Schedules 13D or 13G, as applicable, such
individual or entity had filed with the SEC as of the date of
this proxy statement. Information for all other persons is
provided as of April 24, 2008. Except as otherwise noted,
the beneficial owners listed have sole voting and investment
power with respect to shares beneficially owned.
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|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Beneficially
|
|
|
|
|
|
|
Owned
|
|
|
|
|
Beneficial Owner(1)
|
|
(#)
|
|
|
Percent
|
|
|
Dennis J. Wilson(2)
c/o lululemon
athletica inc.
2285 Clark Drive
Vancouver, British Columbia V5N 3G9
|
|
|
25,452,925
|
|
|
|
37.6
|
%
|
Advent International Corporation(3)
75 State Street
Boston, MA 02109
|
|
|
7,564,956
|
|
|
|
11.2
|
%
|
Morgan Stanley(4)
1585 Broadway
New York, NY 10036
|
|
|
5,010,309
|
|
|
|
7.4
|
%
|
Fidelity Management and Research(5)
82 Devonshire Street
Boston, MA 02109
|
|
|
4,583,119
|
|
|
|
6.8
|
%
|
Capital World Investors(6)
333 South Hope Street
Los Angeles, CA 90071
|
|
|
3,623,410
|
|
|
|
5.4
|
%
|
David Mussafer(7)
c/o lululemon
athletica inc.
2285 Clark Drive
Vancouver, British Columbia V5N 3G9
|
|
|
7,582,566
|
|
|
|
11.2
|
%
|
Steven J. Collins(8)
c/o lululemon
athletica inc.
2285 Clark Drive
Vancouver, British Columbia V5N 3G9
|
|
|
7,566,622
|
|
|
|
11.2
|
%
|
RoAnn Costin
|
|
|
24,166
|
|
|
|
|
*
|
Rhoda Pitcher(9)
|
|
|
130,021
|
|
|
|
|
*
|
R. Brad Martin
|
|
|
46,666
|
|
|
|
|
*
|
Thomas G. Stemberg(10)
|
|
|
930
|
|
|
|
|
*
|
Michael Casey
|
|
|
10,462
|
|
|
|
|
*
|
Robert Meers(11)
|
|
|
1,951,057
|
|
|
|
2.9
|
%
|
Christine M. Day
|
|
|
|
|
|
|
|
*
|
John E. Currie(12)
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99,333
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*
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Michael J. Tattersfield
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10,000
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*
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Directors and executive officers as a group (10
persons)(2);(7)-(12)
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41,661,893
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61.5
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%
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28
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(1) |
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Except as otherwise indicated, the persons named in this table
have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable and to the information
contained in the footnotes to this table. |
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(2) |
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Based on a Schedule 13G filed by Mr. Wilson with the
SEC on February 14, 2008. Includes 18,972,728 shares
of Common Stock issuable upon the exchange of exchangeable
shares of Lulu Canadian Holding, Inc. held by Mr. Wilson,
120,253 shares of Common Stock issuable upon the exchange
of exchangeable shares of Lulu Canadian Holding, Inc. held by
Mr. Wilsons wife, 6,092,171 shares of Common
Stock held by LIPO Investments (USA), Inc., an entity which
Mr. Wilson controls, 265,280 shares of Common Stock
issuable upon the exchange of exchangeable shares of Lulu
Canadian Holding, Inc. held by Mr. Wilson as trustee and
2,493 shares of Common Stock issuable upon the exchange of
exchangeable shares of Lulu Canadian Holding, Inc. held by Five
Boys Investments ULC, an entity which Mr. Wilson controls.
Lulu Canadian Holding, Inc. is an indirect wholly-owned
subsidiary of the company. Exchangeable shares of Lulu Canadian
Holding, Inc. may be exchanged on a one-for-one basis for shares
of the companys Common Stock. |
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(3) |
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Based on a Schedule 13D/A filed by Advent International
Corporation with the SEC on February 22, 2008. Includes
2,029,806 shares owned by Advent International Limited
Partnership, 53,111 shares owned by GPE V Dollar ALP,
53,038 shares owned by GPE V Euro ALP, 708,151 shares
owned by Advent International GPE V Limited Partnership,
1,758,787 shares owned by Advent International GPE V-A
Limited Partnership, 1,486,087 shares owned by Advent
International GPE V-B Limited Partnership, 1,135,298 shares
owned by Advent International GPE V-G Limited Partnership,
170,375 shares owned by Advent International GPE V-I
Limited Partnership, 26,616 shares owned by Advent
Partners III Limited Partnership, 71,573 shares owned
by Advent Partners GPE V Limited Partnership, 26,616 shares
owned by Advent Partners GPE V-A Limited Partnership and
45,498 shares owned by Advent Partners GPE V-B Limited
Partnership (collectively, the Advent Funds). The
Advent Funds collectively purchased their interest in shares of
our capital stock on December 5, 2005. Advent International
Corporation is the managing member of Advent International LLC
which is the general partner of GPE GP Limited Partnership which
is the general partner of each of Advent International GPE V
Limited Partnership, Advent International GPE V-A Limited
Partnership, Advent International GPE V-B Limited Partnership,
Advent International GPE V-G Limited Partnership and Advent
International GPE V-I Limited Partnership. Advent International
Corporation is the managing member of Advent International LLC
which is the general partner of each of Advent Partners III
Limited Partnership, Advent Partners GPE V Limited Partnership,
Advent Partners GPE V-A Limited Partnership and Advent Partners
GPE V-B Limited Partnership. Advent International Corporation
exercises voting and investment power over the shares held by
each of these entities and may be deemed to have beneficial
ownership of these shares. With respect to the shares of our
Common Stock held by the Advent Funds, a group of persons
currently composed of Steven J. Collins, David M. Mussafer and
Steven M. Tadler exercises voting and investment power over the
shares beneficially owned by Advent International Corporation.
Each of Mr. Collins, Mr. Mussafer and Mr. Tadler
disclaims beneficial ownership of the shares held by the Advent
Funds, except to the extent of their respective pecuniary
interest therein. |
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(4) |
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Based on a Schedule 13G/A filed by Morgan Stanley with the
SEC on April 10, 2008. |
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(5) |
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Based on a Schedule 13G filed by FMR LLC with the SEC on
February 14, 2008. |
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(6) |
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Based on a Schedule 13G filed by Capital World Investors
with the SEC on February 11, 2008. |
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(7) |
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Mr. Mussafer, as a member of a group of persons that
exercises voting and investment power over the shares
beneficially owned by Advent International Corporation, may be
deemed to beneficially own the shares held by the Advent Funds.
Mr. Mussafer disclaims beneficial ownership of all shares
held by the Advent Funds, except to the extent of his pecuniary
interest therein. Includes 17,610 shares of our Common
Stock held by Mr. Mussafer. |
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(8) |
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Mr. Collins, as a member of a group of persons that
exercises voting and investment power over the shares
beneficially owned by Advent International Corporation, may be
deemed to beneficially own the shares held by the Advent Funds.
Mr. Collins disclaims beneficial ownership of all shares
held by the Advent Funds, except to the extent of his pecuniary
interest therein. Includes 1,666 shares of our Common Stock
held by Mr. Collins. |
29
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(9) |
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Includes 116,027 shares and 13,994 shares of our
Common Stock issuable upon exercise of options held by
Ms. Pitcher that may be exercised within 60 days of
April 24, 2008. |
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(10) |
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Consists of securities owned in trust and received by such trust
in a distribution made on a pro rata basis from Highland
Entrepreneurs Fund VI, Limited Partnership and from
Highland Management Partners VI Limited Partnership for no
consideration in a transaction exempt under
Rule 16a-9(a). |
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(11) |
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Consists of 1,951,057 shares of our Common Stock issuable
upon exercise of options held by Mr. Meers that may be
exercised within 60 days of April 24, 2008. |
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(12) |
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Includes 10,000 shares and 89,333 shares of our Common
Stock issuable upon exercise of options held by Mr. Currie
that may be exercised within 60 days of April 24, 2008. |
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors and persons who
beneficially own more than 10% of our Common Stock to file
initial reports of beneficial ownership and reports of changes
in beneficial ownership with the SEC. Such persons are required
by SEC regulations to furnish us with copies of all
Section 16(a) forms filed by such person.
Based solely on our review of such forms furnished to us and
written representations from certain reporting persons, we
believes that all filing requirements applicable to our
executive officers, directors and greater-than-10% stockholders
were complied with, except that Mr. Wilson filed one late
report with respect to one transaction.
30
TRANSACTION
OF OTHER BUSINESS
At the date of this Proxy Statement, the Board knows of no other
business that will be conducted at the 2008 Annual Meeting other
than as described in this Proxy Statement. If any other matter
or matters are properly brought before the meeting or any
adjournment or postponement of the meeting, it is the intention
of the persons named in the accompanying form of proxy to vote
the proxy on such matters in accordance with their best judgment.
STOCKHOLDER
PROPOSALS TO BE PRESENTED
AT THE 2009 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals to be included in our proxy statement for
our 2009 Annual Meeting of Stockholders must be received by the
Secretary of lululemon no later than January 5, 2009.
Notices must be delivered to the Secretary at our executive
offices at 2285 Clark Drive, Vancouver, British Columbia, V5N
3G9. If we change the date of the 2009 Annual Meeting of
Stockholders by more than 30 days from June 4, 2009,
then the deadline is a reasonable time before we begin to print
and send our proxy materials for the 2009 Annual Meeting of
Stockholders.
Stockholders wishing to submit a proposal (including a
nomination for election as a director) for consideration at the
2009 Annual Meeting of Stockholders, but which will not be
included in the proxy statement for such meeting, must do so in
accordance with the terms of the advance notice provisions in
our bylaws. These advance notice provisions require that, among
other things, the stockholder give timely written notice to the
Secretary of lululemon not less 60 days nor more than
90 days prior to the first anniversary of the date of the
prior years annual meeting of stockholders. For the 2009
Annual Meeting of Stockholders, a stockholders notice of a
proposal will be considered timely if received no earlier than
March 4, 2009 and no later than April 3, 2009.
However, if we change the date of the 2009 Annual Meeting of
Stockholders by more than 60 days from June 4, 2009,
the notice by the stockholder must be received not earlier than
the 90th day prior to the 2009 Annual Meeting of
Stockholders and not later than the later of the 60th day
prior to the 2009 Annual Meeting of Stockholders or the
15th day following the day on which public announcement of
the date of the meeting is first made by us.
ANNUAL
REPORT AND
FORM 10-K
A copy of our combined annual report to stockholders and Annual
Report on
Form 10-K
for the year ended February 3, 2008 accompanies this proxy
statement. If you did not receive a copy, you may obtain one
without charge by writing or calling Investor Relations,
lululemon athletica inc., 2285 Clark Drive, Vancouver, British
Columbia, V5N 3G9.
By order of the Board of Directors,
Dennis J. Wilson
Chairman of the Board of Directors
May 7,
2008
Whether or not you plan to attend the 2008 Annual Meeting,
please complete, sign and date the enclosed proxy card and
return it promptly in the enclosed postage-prepaid envelope, or
vote using the telephone or Internet voting procedures described
on the proxy card. You may revoke your proxy at any time prior
to the 2008 Annual Meeting. If you decide to attend the 2008
Annual Meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the meeting.
31
Proxy for the Annual Meeting of Stockholders
To be held on June 4, 2008
Solicited by the Board of Directors
The undersigned hereby appoints Robert Meers and John E. Currie, and each of them, with full
power of substitution, to represent the undersigned and to vote all of the shares of stock in
lululemon athletica inc., a Delaware corporation (the Company), which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. local time,
in the Malaspina room at Fairmont Waterfront Hotel located at 900 Canada Place Way, Vancouver,
British Columbia, and at any adjournment or postponement thereof (1) as hereinafter specified upon
the proposals listed on the reverse side and as more particularly described in the Proxy Statement
of the Company dated May 7, 2008 (the Proxy Statement), receipt of which is hereby acknowledged,
and (2) in their discretion upon such other matters as may properly come before the meeting.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH
SHARES SHALL BE VOTED FOR PROPOSALS 1 AND 2.
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY
MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE
SIDE |
PROPOSAL NO. 1
A vote FOR the following proposal is recommended by the Board of Directors:
Election of Directors. To elect three (3) Class I directors, Michael Casey, RoAnn
Costin and R. Brad Martin, and, subject to the resignation of Robert Meers prior to the annual
meeting, one (1) Class II director, Christine M. Day, to the Companys Board of Directors to serve
until the annual meeting of stockholders in 2011 and 2009, respectively, and until their respective
successors are elected and qualified:
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FOR all nominees listed
below (except as marked
to the contrary below).
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¨
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WITHHOLD AUTHORITY to
vote for all nominees
listed below. |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line
through that nominees name in the list below.)
Michael Casey (Class I Director)
RoAnn Costin (Class I Director)
R. Brad Martin (Class I Director)
Christine M. Day (Class II Director)
PROPOSAL NO. 2
REGISTERED PUBLIC ACCOUNTING FIRM. A vote FOR the following proposal is recommended
by the Board of Directors:
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending February 1, 2009:
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FOR the ratification of
the appointment of
PricewaterhouseCoopers
LLP
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¨
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WITHHOLD AUTHORITY to
vote to ratify the
appointment of
PricewaterhouseCoopers
LLP |
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MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
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¨
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MARK HERE IF YOU PLAN
TO ATTEND THE MEETING
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¨ |
Please sign here. If shares of stock are held jointly,
both or all of such persons should sign. Corporate or
partnership proxies should be signed in full corporate or
partnership name by an authorized person. Persons
signing in a fiduciary capacity should indicate their
full titles in such capacity.
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Signature:
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Date: |
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Signature:
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Date: |
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1