lululemon athletica inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 8, 2026, detailing changes to its board of directors and corporate governance structure.
The company announced the appointment of Heidi O’Neill to its board of directors, effective immediately. In connection with this appointment, the size of the board was increased from 11 to 12 members. Ms. O’Neill was named a Class II director and, as previously disclosed, commenced service as Chief Executive Officer on the same date. Concurrent with her appointment, Meghan Frank and Andre Maestrini ceased serving as interim co-Chief Executive Officers. Ms. O’Neill serves as an employee of the company and will not receive additional compensation for her service as a director. The company has entered into a standard form indemnification agreement with her.
Separately, the board adopted amendments to the company’s bylaws on September 8, 2026. The amendments are intended to align with developments in Delaware law and jurisprudence. Specific changes include updating Article II to revise procedural and disclosure requirements for stockholder nominations and proposals, including alignment with SEC rules regarding universal proxy cards. The bylaws were also amended to revise quorum, adjournment, and recess provisions applicable to stockholder meetings, as well as the timing for determining contested director elections. Additionally, Section 2.12 was amended to clarify the procedural authority of the meeting chair and the Board regarding meeting conduct, and Section 3.1 was updated to revise director qualification and nomination procedures. A new Article XIII was added to provide for emergency bylaws to be operative in the event of an emergency or disaster. The amendments were effective immediately.
