Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 25, 2009
Date of Report (Date of earliest event reported)
lululemon athletica inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-33608
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20-3842867 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
2285 Clark Drive
Vancouver, British Columbia
Canada, V5N 3G9
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (604) 732-6124
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On March 25, 2009, Steven J. Collins advised the Board of Directors (the Board) of lululemon
athletica inc. (the Company) that he will not be standing for re-election to the Board at the
Companys 2009 Annual Meeting of Stockholders (the Annual Meeting). Mr. Collins intends to retire
from the Board upon the completion of his current term at the Annual
Meeting. His decision not
to stand for re-election at the Annual Meeting was not due to any disagreement with the Company. In
connection with Mr. Collins retirement, the Board, by resolution in accordance with the Companys
Second Amended and Restated Bylaws, has reduced its size from ten members to nine, effective
immediately prior to the Annual Meeting. This reduction will have the effect of reducing the number
of Class II directors of the Board standing for election at the Annual Meeting, from four members
to three. As previously disclosed, the number of Class II directors of the Board was increased from
three to four in December 2008 to accommodate the appointment of Martha A.M. Morfitt as a Class II
director.
(e)
On March 25, 2009, the Board approved a 2009 Executive Bonus Plan (the Plan) and related
financial performance goals applicable to the Companys senior management team in respect of the
fiscal year beginning February 2, 2009 (Fiscal 2009). The Plan is applicable to the positions of
executive vice president and above, and to other senior officers of the Company as designated by
the Compensation Committee (the Compensation Committee) of the Board. Target bonuses for the
Companys executive officers eligible to participate in the Plan are weighted so that 90% of the
target bonus is based on financial performance goals and 10% is based on individual performance
goals. The maximum allowable bonus payout is 120% of the target bonus amount.
The financial performance goals for each of the executive officers eligible to participate in
the Plan are based on four financial measures for Fiscal 2009: (i) the Companys diluted earnings
per share; (ii) Company revenue; (iii) gross margin; and (iv) inventory turns (the Financial
Measures). Individual performance goals vary depending on the responsibilities of the positions
held by each Plan participant. The Fiscal 2009 target bonus amounts and weighting between the
financial and individual performance goals for each executive officer are set forth in the table
below.
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Financial |
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Individual |
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Target Bonus (as a |
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Performance |
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Performance |
Executive Officer |
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Percentage of Salary) |
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Goals Weight |
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Goals Weight |
Chief Executive Officer |
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75 |
% |
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90 |
% |
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10 |
% |
Chief Product Designer |
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75 |
% |
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90 |
% |
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10 |
% |
Executive Vice
President |
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60 |
% |
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90 |
% |
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10 |
% |
Other Executive
Officers |
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60 |
% |
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90 |
% |
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10 |
% |
If the Companys minimum positive cash flow goal established by the Compensation Committee is
not reached for Fiscal 2009, there will be no bonuses paid under the Plan.
The following is an example of how a maximum allowable payout of 120% of the target amount
could affect total bonus payouts for Fiscal 2009. This example is included for illustrative
purposes only and does not represent a forecast or target by the Company for Fiscal 2009 of the
Financial Measures.
Because each executive vice president participating in the Plan has a target bonus of 60% of
base salary, and because 90% of that target bonus is allocated to achieving the financial
performance goals and 10% of the target bonus is allocated to achieving the individual performance
goals, the target bonus attributable to achievement of the financial performance goals is 54% of
base salary (i.e. 90% x 60% = 54%) and the target bonus attributable to achievement of the
individual performance goals is 6% of base salary (i.e., 10% x 60% = 6%). If the Financial Measures
and individual performance were at a level permitting a payout of 120% of the target bonus, an
executive
vice president participating in the Plan would be eligible to receive 72% of his or her base salary
(64.8% for achieving the financial performance goals (120% x 54%) and 7.2% for achieving the
individual performance goals (120% x 6%)).
A copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2009, the Board amended Section 2.5.1(a) of the Second Amended and Restated
Bylaws of the Company. Section 2.5.1(a) of the Bylaws was amended to (i) require that stockholders
submitting proposals relating to director nominations and proposals not included in the Companys
proxy statement for consideration at an annual meeting of the Company
do so on or before the date that is 120 days
prior to the anniversary of the mailing date of the preceding years proxy statement and (ii)
require that stockholders submitting proposals for consideration at an annual meeting of the
Company provide additional information regarding their derivative securities positions.
A copy of the Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1
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Third Amended and Restated Bylaws
of lululemon athletica inc., effective March 25, 2009. |
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10.1
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2009 Executive Bonus Plan of lululemon athletica inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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lululemon athletica inc.
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Dated: March 31, 2009 |
By: |
/s/
John E. Currie |
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John E. Currie |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1
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Third Amended and Restated Bylaws
of lululemon athletica inc., effective March 25, 2009. |
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10.1
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2009 Executive Bonus Plan of lululemon athletica inc. |