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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lululemon Athletica Inc | NASDAQ:LULU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-7.89 | -2.28% | 338.9553 | 338.80 | 339.99 | 347.93 | 337.54 | 347.68 | 3,260,580 | 00:29:18 |
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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lululemon athletica inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Laurent Potdevin
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Chief Executive Officer
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The election of the
four
Class I director nominees named in this proxy statement;
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Proposal No. 2 (the ratification of the selection of
PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the fiscal year ending
January 28, 2018
);
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Proposal No. 3 (the approval of an amendment to our certificate of incorporation to remove the reference to plurality voting); and
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Proposal No. 4 (the approval, on an advisory basis, of the compensation of our named executive officers).
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By order of the board of directors,
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Laurent Potdevin
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Chief Executive Officer
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Name
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Age
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Occupation
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Director Since
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Class I directors whose terms expire and who are nominees for election at the 2017 annual meeting
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Michael Casey
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71
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Retired Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Starbucks Corporation
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2007
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Glenn Murphy
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55
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Founder and CEO of FIS Holdings
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2017
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David M. Mussafer
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53
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Managing Partner of Advent International Corporation
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2014
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Laurent Potdevin
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49
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Chief Executive Officer of lululemon
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2014
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Class II directors whose terms expire at the 2018 annual meeting
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Steven J. Collins
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47
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Managing Director of Advent International Corporation
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2014
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Martha A.M. Morfitt
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59
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Principal of River Rock Partners Inc.
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2008
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Emily White
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38
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Former Chief Operating Officer of Snapchat, Inc.
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2011
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Class III directors whose terms expire at the 2019 annual meeting
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Robert Bensoussan
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58
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Director of Sirius Equity LLP
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2013
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Kathryn Henry
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51
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Strategic Advisor and Independent Consultant
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2016
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Jon McNeill
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49
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President, Global Sales, Delivery and Service of Tesla, Inc.
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2016
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Robert Bensoussan
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Kathryn Henry
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Glenn Murphy
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Michael Casey
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Jon McNeill
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David M. Mussafer
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Steven J. Collins
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Martha A.M. Morfitt
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Emily White
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Name of Director
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Audit
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Compensation
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Nominating and Governance
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Robert Bensoussan
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Member
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Member
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Michael Casey
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Member
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Chair
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Steven J. Collins
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Member
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RoAnn Costin
(1)
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Member
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William H. Glenn
(2)
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Member
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Member
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Kathryn Henry
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Jon McNeill
(3)
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Member
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Martha A.M. Morfitt
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Chair
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Member
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David M. Mussafer
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Chair
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Rhoda M. Pitcher
(4)
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Member
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Chair
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Emily White
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Member
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Number of meetings in fiscal 2016
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5
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6
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5
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(1)
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Ms. Costin resigned as a director in April 2016.
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(2)
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Mr. Glenn did not stand for re-election at the 2016 annual meeting.
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(3)
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Mr. McNeill was appointed as a director in April 2016.
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(4)
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Ms. Pitcher resigned as a director in August 2016.
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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 those 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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Overseeing our risk assessment and risk management policies, procedures, and practices;
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Reviewing and, if appropriate, approving any related party transactions;
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Reviewing our code of business conduct and ethics applicable to all directors, officers, and employees, and monitoring and approving any modifications or waivers of the 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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Reviewing and approving the compensation and annual performance objectives and goals 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;
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Evaluating risks created by our compensation policies and practices and considering any reasonably likely effect of such risks;
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Reviewing and recommending to our board of directors new executive compensation programs; and
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Reviewing and recommending to our board of directors proposed changes in director compensation.
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Name
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Age
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Position
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Officer Since
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Laurent Potdevin
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49
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Chief Executive Officer
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2014
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Stuart Haselden
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47
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Chief Financial Officer and Executive Vice President, Operations
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2015
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Miguel Almeida
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40
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Executive Vice President, Digital
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2015
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Celeste Burgoyne
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43
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Executive Vice President, Americas Retail
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2016
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Lee Holman
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45
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Executive Vice President, Creative Director
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2015
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Scott Stump
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50
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Executive Vice President, Community and Brand
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2014
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Gina Warren
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63
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Executive Vice President, People and Culture
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2016
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Fiscal 2016
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Fiscal 2015
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Audit Fees
(1)
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[ • ]
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$
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773,161
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Audit-Related Fees
(2)
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[ • ]
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$
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—
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Tax Fees
(3)
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[ • ]
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$
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—
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All Other Fees
(4)
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[ • ]
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$
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—
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(1)
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Audit Fees consist of fees for professional services rendered for the audit of our consolidated annual financial statements and review of the interim consolidated financial statements included in our quarterly reports and services that are normally provided by
PwC
in connection with statutory and regulatory filings or engagements, including consent procedures in connection with public filings.
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(2)
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Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees".
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(3)
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Tax Fees consist of fees 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.
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(4)
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All Other Fees consist of fees for products and services other than the services reported above.
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AUDIT COMMITTEE
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Martha A.M. Morfitt (Chair)
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Robert Bensoussan
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Michael Casey
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That the compensation of the named executive officers, as disclosed in this proxy statement (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosure that accompany the compensation tables), is hereby approved.
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attract, retain, and motivate the executive talent necessary to drive the achievement of lululemon's high performance retail business model and contribute to our company's success;
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focus on pay-for-performance by linking a significant portion of executive pay to the achievement of short-term and long-term business objectives;
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align the interests of executives and stockholders by delivering a significant component of executive pay through performance based equity compensation and through our executive share ownership guidelines; and
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provide total compensation near the market median for achieving business goals with the ability for actual pay to reach the 75th percentile or above for substantially exceeding goals.
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the performance evaluations, experience, responsibilities, and potential of each individual,
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the recommendations of the Chief Executive Officer with respect to the other executive officers,
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information provided to the Compensation Committee with respect to the compensation of similarly situated executives at other comparable companies,
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our absolute and relative performance and achievement of strategic goals,
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the business judgement of the members of the Compensation Committee, and
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the advice of its independent compensation consultant.
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Element
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Purpose
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How it Works
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Base Salary
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Provides base level of earnings throughout the year; considers a number of factors including responsibilities, industry experience, and historical performance.
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Payable bi-weekly in arrears subject to deductions required by law or authorized by the executive.
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Annual Cash Incentive
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Rewards the achievement of financial, operational and strategic goals, as well as individual annual performance objectives.
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Generally awarded in the form of performance-based cash awards and are payable based on the achievement of corporate performance goals established by the Compensation Committee.
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Long-term Incentive Awards
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Rewards the achievement of our long-term performance goals and aligns the incentives of our executives with the interests of our stockholders.
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Generally awarded in the form of options to purchase shares of our common stock, performance-based restricted stock unit awards which vest on the achievement of performance goals established by the Compensation Committee, and restricted stock unit awards.
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Other Benefits (e.g., health benefits, life insurance)
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Supports the health and wellbeing of our executives.
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Executives participate in the same benefit program as other employees with coverage including health, dental, short and long term disability, and life and accidental death and dismemberment insurance.
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our corporate performance and the individual performance of the executive officer;
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the relative value of the executive officer's position within the organization;
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any new responsibilities delegated to the executive officer during the year;
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any contractual agreements with the executive officer; and
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the competitive marketplace for executive talent, including base salaries and total compensation for comparable positions at other similarly situated companies.
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Executive
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2016 Target Bonus as a Percentage of Base Salary
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Laurent Potdevin
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150%
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Stuart Haselden
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75%
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Scott Stump
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75%
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Miguel Almeida
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75%
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Lee Holman
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75%
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Annual Incentive Award ($)
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= Base Salary ($) x Target Bonus (%) x Company Performance (%)
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Financial Measure
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Weighting
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Threshold % of Target Payout
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Target % of Target Payout
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Maximum % of Target Payout
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Operating Income
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60%
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50%
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100%
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233%
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Revenue
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20%
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50%
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100%
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150%
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Gross Margin
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20%
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50%
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100%
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150%
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Weighted Total
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50%
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100%
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200%
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Company Results
(100% of total bonus)
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Operating Income
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Revenue
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Gross Margin
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Weighted Total
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50% of Target Payout
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$400,000,000
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$2,165,000,000
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48.8%
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100% of Target Payout
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$431,500,000
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$2,332,700,000
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49.5%
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120% of Target Payout
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$460,400,000
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$2,380,300,000
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50.3%
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150% of Target Payout
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$475,000,000
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$2,450,000,000
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51.0%
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233% of Target Payout
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$495,100,000
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n/a
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n/a
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Actual Fiscal 2016 Result
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$421,152,000
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$2,344,392,000
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51.2%
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Executive Bonus Result
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83.6%
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104.9%
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150.0%
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Weighting
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60.0%
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20.0%
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20.0%
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Weighted Bonus Result
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101.1%
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Position
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Minimum Ownership Guidelines
(Dollar Value of Shares) |
Chief Executive Officer
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5 x Base Salary
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Other executive officers reporting to the Chief Executive Officer
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3 x Base Salary
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Benefits
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Executive Officer Eligibility
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Medical/Dental/Vision Plans
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ü
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Life and Disability Insurance
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ü
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Change in Control and Severance Plan
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ü
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401(k) Plan (or other defined contribution group savings program)
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ü
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Employee Stock Purchase Plan
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Not offered
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Deferred Compensation Plan
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Not offered
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Supplemental Executive Retirement Plan
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Not offered
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Defined Benefit Pension Plan
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Not offered
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Perquisites
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Executive Officer Eligibility
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Employee Discount
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ü
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Tax Preparation Assistance (as part of the executive's relocation)
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ü
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Relocation Assistance (temporary housing, moving expenses, tax equalization)
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ü
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Supplemental Life Insurance
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ü
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Fitness Benefit
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ü
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Executive Medical
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Not offered
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Financial Counseling
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Not offered
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Automobile
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Not offered
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Personal Use of Company Aircraft
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Not offered
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Security Services
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Not offered
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Name
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Fiscal 2017 Base Salary (USD)
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Fiscal 2016 Base Salary (USD)
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Laurent Potdevin
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$1,100,000
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$1,025,000
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Stuart Haselden
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$665,000
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$645,000
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Lee Holman
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$630,000
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$550,000
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Miguel Almeida
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$600,000
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$570,000
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Scott Stump
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$580,000
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$570,000
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COMPENSATION COMMITTEE
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Michael Casey (Chair)
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Steven J. Collins
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Martha A.M. Morfitt
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Emily White
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Name and Principal Position
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Fiscal Year
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Salary
($) (1) |
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Bonus
($) |
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Stock Awards
($) (2) |
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Option Awards
($) (3) |
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Non-Equity Incentive Plan Compensation
($) (4) |
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All Other Compensation
($) (5) |
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Total
($) |
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Laurent Potdevin,
Chief Executive Officer |
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2016
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1,021,635
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—
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1,895,981
|
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1,897,736
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1,549,309
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191,478
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6,556,139
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2015
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986,540
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—
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2,099,973
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900,127
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1,029,948
|
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207,714
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5,224,302
|
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2014
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846,869
|
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—
|
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1,619,982
|
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1,081,097
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520,808
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38,019
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4,106,775
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Stuart Haselden,
Chief Financial Officer
and Executive Vice
President, Operations
(6)
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2016
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642,308
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—
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594,993
|
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255,243
|
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487,030
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10,085
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1,989,659
|
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2015
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571,581
|
|
|
500,000
|
|
|
1,045,981
|
|
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734,103
|
|
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299,295
|
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99,476
|
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3,250,436
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Scott Stump,
Executive Vice President, Community and Brand (7) |
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2016
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567,308
|
|
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—
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594,993
|
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255,243
|
|
|
430,161
|
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|
10,652
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1,858,357
|
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2015
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533,195
|
|
|
—
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|
545,998
|
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|
234,028
|
|
|
279,217
|
|
|
—
|
|
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1,592,438
|
|
|
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2014
|
|
68,856
|
|
|
372,000
|
|
|
477,989
|
|
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52,048
|
|
|
—
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|
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—
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|
970,893
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|
Miguel Almeida,
Executive Vice President, Digital (8) |
|
2016
|
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567,308
|
|
|
—
|
|
|
594,993
|
|
|
255,243
|
|
|
430,161
|
|
|
—
|
|
|
1,847,705
|
|
|
|
2015
|
|
306,735
|
|
|
450,000
|
|
|
845,939
|
|
|
234,033
|
|
|
160,116
|
|
|
19,033
|
|
|
2,015,856
|
|
Lee Holman,
Executive Vice President, Creative Director (9) |
|
2016
|
|
543,270
|
|
|
—
|
|
|
350,044
|
|
|
150,147
|
|
|
411,934
|
|
|
—
|
|
|
1,455,395
|
|
|
|
2015
|
|
443,397
|
|
|
—
|
|
|
258,176
|
|
|
110,651
|
|
|
178,186
|
|
|
—
|
|
|
990,410
|
|
(1)
|
The dollar amounts shown are in U.S. dollars. Mr. Haselden, Mr. Stump, Mr. Almeida and Mr. Holman were paid in Canadian dollars until March 22, 2015, after which time they were paid in U.S. dollars.
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(2)
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This column reflects the grant date fair value of performance-based restricted stock units, restricted stock units, and restricted shares granted. See the "Grants of Plan-Based Awards Table" for information on performance-based restricted stock units and restricted stock units granted to our named executive officers in fiscal
2016
. These amounts reflect the grant date fair value of the awards at target, 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
January 29, 2017
for a discussion of all assumptions made by us in determining the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 values of our equity awards.
|
(3)
|
This column reflects the grant date fair value of stock options granted. See the "Grants of Plan-Based Awards Table" for information on stock options granted to our named executive officers in fiscal
2016
. These amounts reflect the grant date fair value of the 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
January 29, 2017
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(4)
|
Non-Equity Incentive Plan Compensation includes the annual performance-based cash awards paid in accordance with our 2014 Equity Incentive Plan and are reported for the fiscal year in which the relevant performance measures are satisfied rather than when awarded or paid.
|
(5)
|
The following table provides information on what all other compensation consists of.
|
Name
|
|
Fiscal Year
|
|
Residency and Moving Related Expenses
($)
|
|
Personal Tax Preparation Fees
($)
|
|
Tax Equalization Payments, Including Gross-Ups
($)
|
|
Total All Other Compensation
($)
|
||||
Laurent Potdevin
|
|
2016
|
|
3,817
|
|
|
19,608
|
|
|
168,053
|
|
|
191,478
|
|
|
|
2015
|
|
74,682
|
|
|
15,881
|
|
|
117,151
|
|
|
207,714
|
|
|
|
2014
|
|
27,064
|
|
|
8,200
|
|
|
2,755
|
|
|
38,019
|
|
Stuart Haselden
|
|
2016
|
|
6,424
|
|
|
3,661
|
|
|
—
|
|
|
10,085
|
|
|
|
2015
|
|
98,935
|
|
|
541
|
|
|
—
|
|
|
99,476
|
|
Scott Stump
|
|
2016
|
|
6,342
|
|
|
4,310
|
|
|
—
|
|
|
10,652
|
|
|
|
2015
(A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2014
(A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Miguel Almeida
|
|
2016
(A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
18,492
|
|
|
541
|
|
|
—
|
|
|
19,033
|
|
Lee Holman
|
|
2016
(A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
(A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(6)
|
Mr. Haselden commenced employment as our Chief Financial Officer in February 2015 and received a one year retention bonus of $500,000 in fiscal 2015 as part of his onboarding package. He received a stock option grant with a grant date fair value of $500,075 in fiscal 2015 in connection with the expansion of his role to include certain operational aspects.
|
(7)
|
Mr. Stump commenced employment as our Executive Vice President, Community and Brand in November 2014 and received a one year retention bonus of $372,000 in fiscal 2014 as part of his onboarding package.
|
(8)
|
Mr. Almeida commenced employment as our Executive Vice President, Digital in July 2015 and received a one year retention bonus of $450,000 in fiscal 2015 as part of his onboarding package.
|
(9)
|
Mr. Holman previously worked for lululemon in a non-executive capacity until October 2015, when he began serving as our Executive Vice President, Creative Director. The amounts reported as compensation earned by Mr. Holman during fiscal 2015 include the amounts earned by him in his previous capacity.
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#) (2) |
|
Exercise or Base Price of Option Awards
($/Share)
|
|
Grant Date Fair Value of Stock and Option Awards
($)
(3)
|
||||||||||||||||||
Name
|
|
Type of Award
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) (1) |
|
Target
(#) (1) |
|
Maximum
(#) (1) |
|
|
|
|
||||||||||||||
Laurent Potdevin
|
|
Stock Option
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,670
|
|
|
68.69
|
|
|
1,897,736
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,801
|
|
|
27,602
|
|
|
55,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,895,981
|
|
|
|
Performance-Based Cash Award
(5)
|
|
04/01/2016
|
|
766,226
|
|
|
1,532,453
|
|
|
3,064,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stuart Haselden
|
|
Stock Option
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
255,243
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,094
|
|
|
6,187
|
|
|
12,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424,985
|
|
|
|
Restricted Stock Unit
(4)
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,475
|
|
|
—
|
|
|
—
|
|
|
170,008
|
|
|
|
Performance-Based Cash Award
(5)
|
|
04/01/2016
|
|
240,866
|
|
|
481,731
|
|
|
963,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Scott Stump
|
|
Stock Option
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
255,243
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,094
|
|
|
6,187
|
|
|
12,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424,985
|
|
|
|
Restricted Stock Unit
(4)
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,475
|
|
|
—
|
|
|
—
|
|
|
170,008
|
|
|
|
Performance-Based Cash Award
(5)
|
|
04/01/2016
|
|
212,741
|
|
|
425,481
|
|
|
850,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Miguel Almeida
|
|
Stock Option
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
255,243
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,094
|
|
|
6,187
|
|
|
12,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424,985
|
|
|
|
Restricted Stock Unit
(4)
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,475
|
|
|
—
|
|
|
—
|
|
|
170,008
|
|
|
|
Performance-Based Cash Award
(5)
|
|
04/01/2016
|
|
212,741
|
|
|
425,481
|
|
|
850,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Lee Holman
|
|
Stock Option
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,699
|
|
|
68.69
|
|
|
150,147
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
3,640
|
|
|
7,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,032
|
|
|
|
Restricted Stock Unit
(4)
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,456
|
|
|
—
|
|
|
—
|
|
|
100,013
|
|
|
|
Performance-Based Cash Award
(5)
|
|
04/01/2016
|
|
203,726
|
|
|
407,453
|
|
|
814,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The performance-based restricted stock units vest based on achievement of performance goals over a three-year performance period.
|
(2)
|
The stock options vest in 25% installments on the four anniversary dates following the grant date.
|
(3)
|
This column reflects the grant date fair value in U.S. dollars of the award granted at target in accordance with FASB ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended
January 29, 2017
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(4)
|
The restricted stock units vest in installments of 33%, 33%, and 34% on the three anniversary dates following the grant date.
|
(5)
|
Each of the performance-based cash awards shown in the table was granted under our 2014 Equity Incentive Plan, which provides flexibility to grant cash incentive awards, as well as equity awards. The material terms of the 2016 performance-based cash awards are described under "Executive Compensation - Compensation Discussion and Analysis" in the section entitled "Annual Cash Incentives."
|
|
|
Outstanding Stock Option Awards
|
|||||||||||
Name
|
|
Grant Date
(1)
|
|
Number of Securities Underlying Unexercised Options
(#) Exercisable |
|
Number of Securities Underlying Unexercised Options
(#) Unexercisable |
|
Option Exercise Price
($) |
|
Option Expiration Date
|
|||
Laurent Potdevin
|
|
03/31/2014
|
|
13,990
|
|
|
13,989
|
|
|
52.59
|
|
|
03/31/2021
|
|
|
09/15/2014
|
|
16,645
|
|
|
16,644
|
|
|
44.20
|
|
|
09/15/2021
|
|
|
03/30/2015
|
|
5,045
|
|
|
15,133
|
|
|
64.83
|
|
|
03/30/2022
|
|
|
09/14/2015
|
|
6,080
|
|
|
18,239
|
|
|
53.79
|
|
|
09/14/2022
|
|
|
04/01/2016
|
|
—
|
|
|
84,670
|
|
|
68.69
|
|
|
04/01/2023
|
Stuart Haselden
|
|
03/30/2015
|
|
1,312
|
|
|
3,934
|
|
|
64.83
|
|
|
03/30/2022
|
|
|
09/14/2015
|
|
1,581
|
|
|
4,742
|
|
|
53.79
|
|
|
09/14/2022
|
|
|
10/26/2015
|
|
7,523
|
|
|
22,570
|
|
|
48.30
|
|
|
10/26/2022
|
|
|
04/01/2016
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
04/01/2023
|
Scott Stump
|
|
12/15/2014
|
|
1,315
|
|
|
1,315
|
|
|
53.87
|
|
|
12/15/2021
|
|
|
03/30/2015
|
|
1,312
|
|
|
3,934
|
|
|
64.83
|
|
|
03/30/2022
|
|
|
09/14/2015
|
|
1,581
|
|
|
4,742
|
|
|
53.79
|
|
|
09/14/2022
|
|
|
04/01/2016
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
04/01/2023
|
Miguel Almeida
|
|
09/14/2015
|
|
3,162
|
|
|
9,484
|
|
|
53.79
|
|
|
09/14/2022
|
|
|
04/01/2016
|
|
—
|
|
|
11,388
|
|
|
68.69
|
|
|
04/01/2023
|
Lee Holman
|
|
12/15/2014
|
|
1,012
|
|
|
1,011
|
|
|
53.87
|
|
|
12/15/2021
|
|
|
03/30/2015
|
|
547
|
|
|
1,639
|
|
|
64.83
|
|
|
03/30/2022
|
|
|
09/14/2015
|
|
659
|
|
|
1,976
|
|
|
53.79
|
|
|
09/14/2022
|
|
|
10/26/2015
|
|
198
|
|
|
592
|
|
|
48.30
|
|
|
10/26/2022
|
|
|
04/01/2016
|
|
—
|
|
|
6,699
|
|
|
68.69
|
|
|
04/01/2023
|
(1)
|
The stock options vest in 25% installments on the four anniversary dates following the grant date.
|
|
|
Outstanding Stock Awards
|
||||||||||||
|
|
|
|
Time-Based Vesting Awards
|
|
Performance-Based Vesting Awards
|
||||||||
Name
|
|
Grant Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
(1)
|
|
Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)
(2)
|
|
Market Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)
(3)
|
||||
Laurent Potdevin
|
|
03/31/2014
|
|
—
|
|
|
—
|
|
|
30,804
|
|
|
2,058,323
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
23,137
|
|
|
1,546,014
|
|
|
|
03/30/2015
|
|
6,201
(4)
|
|
|
414,351
|
|
|
—
|
|
|
—
|
|
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
27,602
|
|
|
1,844,366
|
|
Stuart Haselden
|
|
02/02/2015
|
|
5,113
(4)
|
|
|
341,651
|
|
|
—
|
|
|
—
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
6,016
|
|
|
401,989
|
|
|
|
03/30/2015
|
|
1,612
(4)
|
|
|
107,714
|
|
|
—
|
|
|
—
|
|
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
6,187
|
|
|
413,415
|
|
|
|
04/01/2016
|
|
2,475
(4)
|
|
|
165,380
|
|
|
—
|
|
|
—
|
|
Scott Stump
|
|
12/15/2014
|
|
—
|
|
|
—
|
|
|
1,448
|
|
|
96,755
|
|
|
|
12/15/2014
|
|
2,524
(4)
|
|
|
168,654
|
|
|
—
|
|
|
—
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
6,016
|
|
|
401,989
|
|
|
|
03/30/2015
|
|
1,612
(4)
|
|
|
107,714
|
|
|
—
|
|
|
—
|
|
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
6,187
|
|
|
413,415
|
|
|
|
04/01/2016
|
|
2,475
(4)
|
|
|
165,380
|
|
|
—
|
|
|
—
|
|
Miguel Almeida
|
|
07/13/2015
|
|
3,135
(4)
|
|
|
209,481
|
|
|
—
|
|
|
—
|
|
|
|
09/14/2015
|
|
—
|
|
|
—
|
|
|
7,250
|
|
|
484,445
|
|
|
|
09/14/2015
|
|
1,943
(4)
|
|
|
129,831
|
|
|
—
|
|
|
—
|
|
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
6,187
|
|
|
413,415
|
|
|
|
04/01/2016
|
|
2,475
(4)
|
|
|
165,380
|
|
|
—
|
|
|
—
|
|
Lee Holman
|
|
12/15/2014
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|
74,437
|
|
|
|
12/15/2014
|
|
316
(4)
|
|
|
21,115
|
|
|
—
|
|
|
—
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
2,507
|
|
|
167,518
|
|
|
|
03/30/2015
|
|
672
(4)
|
|
|
44,903
|
|
|
—
|
|
|
—
|
|
|
|
10/26/2015
|
|
—
|
|
|
—
|
|
|
453
|
|
|
30,269
|
|
|
|
10/26/2015
|
|
121
(4)
|
|
|
8,085
|
|
|
—
|
|
|
—
|
|
|
|
04/01/2016
|
|
—
|
|
|
—
|
|
|
3,640
|
|
|
243,225
|
|
|
|
04/01/2016
|
|
1,456
(4)
|
|
|
97,290
|
|
|
—
|
|
|
—
|
|
(1)
|
The market value of the restricted share awards and restricted stock units is based on
$66.82
per share, the fair market value on
January 27, 2017
, the last trading day of our
2016
fiscal year.
|
(2)
|
The performance-based restricted stock units vest based on a three-year performance period.
|
(3)
|
The aggregate dollar value of the performance-based restricted stock units is shown at target payout value based on
$66.82
per share, the fair market value on
January 27, 2017
, the last trading day of our
2016
fiscal year.
|
(4)
|
The restricted stock units vest in installments of 33%, 33%, and 34% on the three anniversary dates following the grant date.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Grant Date
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting
(#)
(1)
|
|
Value Realized on Vesting
($)
|
||||
Laurent Potdevin
|
|
01/20/2014
|
|
—
|
|
|
—
|
|
|
14,039
|
|
|
945,105
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
3,054
|
|
|
207,061
|
|
Stuart Haselden
|
|
02/02/2015
|
|
—
|
|
|
—
|
|
|
2,518
|
|
|
156,141
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
794
|
|
|
53,833
|
|
Scott Stump
|
|
12/15/2014
|
|
—
|
|
|
—
|
|
|
2,451
|
|
|
164,977
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
794
|
|
|
53,833
|
|
Miguel Almeida
|
|
07/13/2015
|
|
—
|
|
|
—
|
|
|
1,544
|
|
|
118,595
|
|
|
|
09/14/2015
|
|
—
|
|
|
—
|
|
|
957
|
|
|
63,306
|
|
Lee Holman
|
|
12/15/2014
|
|
—
|
|
|
—
|
|
|
306
|
|
|
20,597
|
|
|
|
03/30/2015
|
|
—
|
|
|
—
|
|
|
331
|
|
|
22,442
|
|
|
|
10/26/2015
|
|
—
|
|
|
—
|
|
|
60
|
|
|
3,421
|
|
(1)
|
The shares shown in this column represent the total number of shares acquired on the vesting of the stock awards. However, we generally issue shares after deducting the number of shares of our common stock that would be needed to pay applicable taxes.
|
•
|
post-employment severance benefits of 15 or 18 months, as detailed under "Potential Payments upon Termination of Employment and Change in Control";
|
•
|
salary continuation dependent on the business reason for the termination;
|
•
|
lump-sum payment based on job level and years of service with lululemon;
|
•
|
paid health care coverage and COBRA payments for a limited time; and
|
•
|
outplacement services.
|
Termination Scenario
|
|
Stock Options
|
|
Performance-Based Restricted Stock Units (PSUs)
|
|
Restricted Shares
|
|
Restricted Stock Units (RSUs)
|
Cause
|
|
All options immediately expire.
|
|
All PSUs are immediately forfeited.
|
|
All unvested shares of restricted stock are immediately forfeited.
|
|
All RSUs are immediately forfeited.
|
Retirement
(1)
|
|
All unvested options will continue to vest for 12 months following the date of termination and may be exercised within the earlier of three years from the date of termination or the regular expiry date.
|
|
On the PSU vesting date, the number of PSUs that vest is equal to the number of PSUs that would have become vested if no termination had occurred, multiplied by a percentage equal to the number of full months of the participant's service during the performance period to the total number of full months contained in the performance period.
|
|
All unvested shares of restricted stock are immediately forfeited.
|
|
All unvested RSUs are immediately forfeited.
|
Death
|
|
All unvested options fully vest upon death and may be exercised within the earlier of 12 months or the regular expiry date.
|
|
100% of the target number of PSUs become fully vested as of the date of death.
|
|
All unvested shares of restricted stock become fully vested.
|
|
All unvested RSUs become fully vested.
|
Disability
|
|
All options may be exercised within 12 months to the extent they were exercisable at the time of termination.
|
|
On the PSU vesting date, a number of PSUs become fully vested equal to the number of PSUs that would have become vested if no termination had occurred.
|
|
All unvested shares of restricted stock become fully vested.
|
|
All unvested RSUs become fully vested.
|
Other Termination
|
|
All options may be exercised within 90 days to the extent they were exercisable at the time of termination.
All unvested options are immediately forfeited. |
|
In the event of the participant's voluntary termination, all PSUs are immediately forfeited.
In the event of termination without cause more than 12 months before the end of the performance period, all PSUs granted are immediately forfeited. In the event of termination without cause within 12 months of the end of the performance period, on the PSU vesting date the number of PSUs that become fully vested is equal to the number of PSUs that would have become vested if no termination had occurred, multiplied by a percentage equal to the number of full months of the participant's service during the performance period to the total number of full months contained in the performance period. |
|
All unvested shares of restricted stock are immediately forfeited.
|
|
All unvested RSUs are immediately forfeited.
|
Change in Control
|
|
Board has discretion to determine effect of change in control.
|
|
If not assumed or substituted for, 100% of the target number of PSUs become fully vested as of the date of the change in control.
If the participant's service is terminated without cause or for good reason within two years following change in control, 100% of the target number of PSUs become fully vested as of the date of such termination. |
|
Board has discretion to determine effect of change in control on unvested shares of restricted stock.
|
|
If not assumed or substituted for, 100% of the RSUs become fully vested as of the date of the change in control.
If the participant's service is terminated without cause or for good reason within two years following change in control, 100% of the RSUs become fully vested as of the date of such termination. |
(1)
|
Retirement means an individual's termination of service (other than for cause) after the earlier of his or her completion of 25 years of service or the date on which he or she reaches at least the age of 55 and has completed at least ten years of service.
|
Name
|
|
Termination Scenario
|
|
Severance
($)
(1)
|
|
Intrinsic Value of Accelerated Equity Awards
($)
(2)(3)
|
|
Total
($)
|
|||
Laurent Potdevin
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
6,706,374
|
|
|
6,706,374
|
|
|
|
Disability
|
|
—
|
|
|
3,804,731
|
|
|
3,804,731
|
|
|
|
Change in Control
(4)
|
|
1,537,500
(5)
|
|
|
6,706,374
|
|
|
8,243,874
|
|
|
|
Involuntary (without cause)
(6)
|
|
1,537,500
(5)
|
|
|
2,022,493
(9)
|
|
|
3,559,993
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Stuart Haselden
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
1,917,762
|
|
|
1,917,762
|
|
|
|
Disability
|
|
—
|
|
|
1,430,148
|
|
|
1,430,148
|
|
|
|
Change in Control
(4)
|
|
806,250
(7)
|
|
|
1,917,762
|
|
|
2,724,012
|
|
|
|
Involuntary (without cause)
(6)
|
|
806,250
(7)
|
|
|
—
|
|
|
806,250
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Scott Stump
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
1,440,553
|
|
|
1,440,553
|
|
|
|
Disability
|
|
—
|
|
|
1,257,151
|
|
|
1,257,151
|
|
|
|
Change in Control
(4)
|
|
712,500
(7)
|
|
|
1,440,553
|
|
|
2,153,053
|
|
|
|
Involuntary (without cause)
(6)
|
|
712,500
(7)
|
|
|
—
|
|
|
712,500
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Miguel Almeida
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
1,526,128
|
|
|
1,526,128
|
|
|
|
Disability
|
|
—
|
|
|
1,402,552
|
|
|
1,402,552
|
|
|
|
Change in Control
(4)
|
|
712,500
(7)
|
|
|
1,526,128
|
|
|
2,238,628
|
|
|
|
Involuntary (without cause)
(8)
|
|
712,500
(7)
|
|
|
—
|
|
|
712,500
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Lee Holman
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
739,908
|
|
|
739,908
|
|
|
|
Disability
|
|
—
|
|
|
612,405
|
|
|
612,405
|
|
|
|
Change in Control
(4)
|
|
687,500
(7)
|
|
|
739,908
|
|
|
1,427,408
|
|
|
|
Involuntary (without cause)
(8)
|
|
687,500
(7)
|
|
|
—
|
|
|
687,500
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The dollar amounts shown are in U.S. dollars.
|
(2)
|
Amounts related to the death, disability, involuntary termination in connection with a change in control and involuntary termination without cause are based on the intrinsic value of unvested equity awards that would have become vested upon the triggering event on
January 29, 2017
based on the fair market value of the stock on such date.
|
(3)
|
The share-based compensation expense recorded for accounting purposes may differ from the intrinsic value as disclosed in this column.
|
(4)
|
Amounts shown assume the involuntary termination of the executive officer's employment without cause in addition to the election of the board of directors to accelerate the unvested portion of the outstanding stock options and restricted shares, and 100% vesting of restricted stock units and the target number of PSUs in connection with a change in control.
|
(5)
|
Amounts payable in equal installments on the company's normal paydays over an 18-month period and will be forfeited if the executive fails to comply with certain restrictive covenants, including non-competition, non-solicitation and non-disparagement agreements.
|
(6)
|
Also includes termination of the executive officer's employment by the executive officer for "good reason," which includes in connection with (a) any material adverse change in the executive's title or diminution of the executive's responsibilities, (b) a reduction in the executive's base salary or target bonus, or (c) our breach of any of the other material terms of the executive's employment agreement.
|
(7)
|
Amounts payable in equal installments on the company's normal paydays over a 15-month period and will be forfeited if the executive fails to comply with certain restrictive covenants, including non-competition, non-solicitation, and non-disparagement agreements.
|
(8)
|
Also includes termination of the executive officer's employment by the executive officer for "constructive dismissal," which is not specifically defined in the executive's employment agreement.
|
(9)
|
Mr. Potdevin's employment agreement provides for acceleration of vesting of all performance-based restricted stock units held by Mr. Potdevin on a pro-rata basis, and acceleration of vesting of all stock options held by Mr. Potdevin to the extent the stock options were scheduled to vest on the next annual vesting date.
|
Meeting Attendance
|
|
|
||
In-person Board Meeting
|
|
$
|
1,500
|
|
Telephonic Board Meeting
|
|
1,000
|
|
|
Committee Meeting
|
|
1,000
|
|
|
Retainers
|
|
|
||
All non-employee directors
(1)
|
|
60,000
|
|
|
Additional Retainers
|
|
|
||
Co-Chairman
|
|
100,000
|
|
|
Audit Committee Chair
|
|
20,000
|
|
|
Compensation Committee Chair
|
|
15,000
|
|
|
Nominating and Governance Committee Chair
|
|
10,000
|
|
Position
|
|
Minimum Ownership Guidelines
(Dollar Value of Shares) |
Non-employee director
|
|
5 x Annual Cash Retainer Compensation
|
Name
|
|
Fees Earned or Paid in Cash
($) |
|
Stock Awards
($) (1) |
|
Total
($) |
|||
Robert Bensoussan
|
|
78,000
|
|
|
126,240
|
|
|
204,240
|
|
Michael Casey
|
|
198,166
|
|
|
126,240
|
|
|
324,406
|
|
Steven J. Collins
|
|
71,000
|
|
|
126,240
|
|
|
197,240
|
|
RoAnn Costin
(2)
|
|
31,000
|
|
|
44,079
|
|
|
75,079
|
|
William H. Glenn
(3)
|
|
37,000
|
|
|
44,079
|
|
|
81,079
|
|
Kathryn Henry
(4)
|
|
55,500
|
|
|
123,806
|
|
|
179,306
|
|
Jon McNeill
(5)
|
|
41,500
|
|
|
92,572
|
|
|
134,072
|
|
Martha A.M. Morfitt
|
|
99,000
|
|
|
126,240
|
|
|
225,240
|
|
David M. Mussafer
|
|
178,666
|
|
|
126,240
|
|
|
304,906
|
|
Rhoda M. Pitcher
(6)
|
|
58,750
|
|
|
169,076
|
|
|
227,826
|
|
Emily White
|
|
71,000
|
|
|
126,240
|
|
|
197,240
|
|
(1)
|
The amounts in this column represent the expense we recognized in fiscal
2016
in accordance with FASB ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended
January 29, 2017
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(2)
|
Ms. Costin resigned as a director in April 2016 and the Compensation Committee approved the continued vesting of her fiscal 2015 restricted stock award.
|
(3)
|
Mr. Glenn's term as a director expired at the 2016 annual meeting and he did not stand for re-election.
|
(4)
|
Ms. Henry was appointed as a director in January 2016 and was granted a pro-rated restricted stock award in February 2016.
|
(5)
|
Mr. McNeill was appointed as a director in April 2016 and was granted a pro-rated restricted stock award in April 2016.
|
(6)
|
Ms. Pitcher resigned as a director in August 2016 and the Compensation Committee approved the accelerated vesting of her fiscal 2016 restricted stock award.
|
•
|
Employment as an executive officer of lululemon, if the related compensation is either required to be reported in our proxy statement under Item 402 of SEC Regulation S-K or is approved (or recommended for approval) by the Compensation Committee;
|
•
|
Any compensation paid to a director if the compensation is required to be reported in our proxy statement under Item 402 of SEC Regulation S-K;
|
•
|
Any transaction where the related person's interest arises solely from the ownership of our stock and all holders of our common stock received the same benefit on a pro-rata basis;
|
•
|
Any transaction where the rates or charges involved are determined by competitive bids; and
|
•
|
Any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
|
Beneficial Owner
(1)
|
|
Number of Shares Beneficially Owned
(#)
|
|
Percent
|
||
Dennis J. Wilson
(2)
|
|
20,109,131
|
|
|
14.7
|
%
|
21 Water Street, Suite 600
|
|
|
|
|
||
Vancouver, B.C.
|
|
|
|
|
||
V6B 1A1
|
|
|
|
|
||
Advent International Corporation
(3)
|
|
20,105,279
|
|
|
14.7
|
%
|
75 State Street
|
|
|
|
|
||
Boston, MA 02109
|
|
|
|
|
||
FMR LLC
(4)
|
|
19,094,388
|
|
|
13.9
|
%
|
245 Summer Street
|
|
|
|
|
||
Boston, MA 02210
|
|
|
|
|
||
Capital Research Global Investors
(5)
|
|
12,817,005
|
|
|
9.4
|
%
|
333 South Hope Street
|
|
|
|
|
||
Los Angeles, CA 90071
|
|
|
|
|
||
The Vanguard Group, Inc.
(6)
|
|
7,347,184
|
|
|
5.4
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
||
Malvern, PA 19355
|
|
|
|
|
||
Robert Bensoussan
|
|
9,223
|
|
|
*
|
|
Michael Casey
(7)
|
|
52,489
|
|
|
*
|
|
Steven J. Collins
(8)
|
|
15,530
|
|
|
*
|
|
Kathryn Henry
|
|
2,494
|
|
|
*
|
|
Jon McNeill
(9)
|
|
1,931
|
|
|
*
|
|
Martha A.M. Morfitt
|
|
86,111
|
|
|
*
|
|
Glenn Murphy
(10)
|
|
—
|
|
|
—
|
|
David M. Mussafer
(11)
|
|
51,844
|
|
|
*
|
|
Laurent Potdevin
(12)
|
|
104,448
|
|
|
*
|
|
Emily White
(13)
|
|
12,198
|
|
|
*
|
|
Miguel Almeida
(14)
|
|
7,316
|
|
|
*
|
|
Stuart Haselden
(15)
|
|
18,036
|
|
|
*
|
|
Lee Holman
(16)
|
|
5,339
|
|
|
*
|
|
Scott Stump
(17)
|
|
11,804
|
|
|
*
|
|
Directors and executive officers as a group (16 persons)
(18)
|
|
390,966
|
|
|
*
|
|
(1)
|
Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of our 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. Unless otherwise indicated, the address of the beneficial owner is c/o lululemon athletica inc., at 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7. Percentages are calculated on the basis of 137,065,309 shares of our common stock outstanding as of
April 1, 2017
, provided that any additional shares of our common stock that a stockholder has the right to acquire within 60 days of
April 1, 2017
were deemed to be outstanding for purposes of calculating that stockholder's beneficial ownership.
|
(2)
|
Based on a Schedule 13G/A filed by Mr. Wilson with the SEC on February 9, 2016. Includes 9,415,677 shares of our common stock issuable upon the exchange of exchangeable shares of Lulu Canadian Holding, Inc. held by Mr. Wilson; 268,984 shares of our common stock issuable upon the exchange of exchangeable shares of Lulu Canadian Holding, Inc. held by Mr. Wilson's wife; 10,328,858 shares of our common stock held by LIPO Investments (USA), Inc., an entity which Mr. Wilson controls; 91,760 shares of our 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; and 3,852 shares of our common stock held by Mr. Wilson. Lulu Canadian Holding, Inc. is our indirect wholly owned subsidiary and its exchangeable shares may be exchanged on a one-for-one basis for shares of our common stock.
|
(3)
|
Based on a Schedule 13D/A filed by Advent International Corporation with the SEC on October 11, 2016. Includes 21,412 shares of our common stock held by Advent Partners GPE VII-A Limited Partnership, 51,550 shares of our common stock held by Advent Partners GPE VII‑A Cayman Limited Partnership, 212,613 shares of our common stock held by Advent Partners GPE VII‑B Cayman Limited Partnership, 12,304 shares of our common stock held by Advent Partners GPE VII 2014 Limited Partnership, 34,983 shares of our common stock held by Advent Partners GPE VII 2014 Cayman Limited Partnership, 33,877 shares of our common stock held by Advent Partners GPE VII‑A 2014 Limited Partnership, 24,669 shares of our common stock held by Advent Partners GPE VII‑A 2014 Cayman Limited Partnership, 8,947 shares of our common stock held by Advent Partners GPE VII Limited Partnership, and 194,921 shares of our common stock held by Advent Partners GPE VII Cayman Limited Partnership, for each of which Advent International GPE VII, LLC ("AIGPE VII LLC") is the general partner, for which in turn Advent International Corporation ("AIC") is the manager; and 19,510,003 shares of our common stock held by Advent Puma Acquisition Limited ("APAL"). APAL is jointly owned by (a) Advent International GPE VII‑A Limited Partnership (which indirectly beneficially owns 2,345,401 shares of our common stock as an owner of APAL), Advent International GPE VII‑E Limited Partnership (which indirectly beneficially owns 4,145,147 shares of our common stock as an owner of APAL), and Advent International GPE VII‑H Limited Partnership (which indirectly beneficially owns 319,513 shares of our common stock as an owner of APAL), for each of which GPE VII GP Limited Partnership is the general partner, for which in turn AIGPE VII LLC is the general partner, for which in turn AIC is the manager; and by (b) Advent International GPE VII Limited Partnership (which indirectly beneficially owns 2,534,069 shares of our common stock as an owner of APAL), Advent International GPE VII‑B Limited Partnership (which indirectly beneficially owns 5,752,805 shares of our common stock as an owner of APAL), Advent International GPE VII‑C Limited Partnership (which indirectly beneficially owns 1,828,736 shares of our common stock as an owner of APAL), Advent International GPE VII‑D Limited Partnership (which indirectly beneficially owns 1,516,702 shares of our common stock as an owner of APAL), Advent International GPE VII‑F Limited Partnership (which indirectly beneficially owns 533,815 shares of our common stock as an owner of APAL), and Advent International GPE VII‑G Limited Partnership (which indirectly beneficially owns 533,815 shares of our common stock as an owner of APAL), for each of which GPE VII GP (Delaware) Limited Partnership is the general partner, for which in turn AIGPE VII LLC is the general partner, for which in turn AIC is the manager. AIC is managed by a board of directors composed of more than three members.
|
(4)
|
Based on a Schedule 13G/A filed by FMR LLC with the SEC on February 13, 2017. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC, Fidelity Growth Company Fund, and Abigail P. Johnson may each be deemed to beneficially own the shares held by FMR LLC.
|
(5)
|
Based on a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 10, 2017.
|
(6)
|
Based on a Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 9, 2017.
|
(7)
|
Includes 18,566 shares of our common stock issuable upon exercise of options held by Mr. Casey that may be exercised within 60 days of
April 1, 2017
.
|
(8)
|
Includes 5,785 shares held directly by Mr. Collins and 9,745 shares indirectly beneficially owned as a limited partner of Advent Partners GPE VII-B Cayman Limited Partnership and Advent Partners GPE VII 2014 Limited Partnership, which, in turn, each indirectly beneficially own shares through Advent Puma Acquisition Limited.
|
(9)
|
Mr. McNeill joined our board of directors on April 14, 2016.
|
(10)
|
Mr. Murphy joined our board of directors on April 4, 2017.
|
(11)
|
Includes 15,785 shares held directly by Mr. Mussafer and 36,059 shares indirectly beneficially owned as a limited partner of Advent Partners GPE VII-B Cayman Limited Partnership which, in turn, indirectly beneficially owns the shares through Advent Puma Acquisition Limited.
|
(12)
|
Includes 74,966 shares of our common stock issuable upon exercise of options held by Mr. Potdevin that may be exercised within 60 days of
April 1, 2017
.
|
(13)
|
Includes 1,214 shares of our common stock issuable upon exercise of options held by Ms. White that may be exercised within 60 days of
April 1, 2017
.
|
(14)
|
Includes 6,009 shares of our common stock issuable upon exercise of options held by Mr. Almeida that may be exercised within 60 days of
April 1, 2017
.
|
(15)
|
Includes 14,574 shares of our common stock issuable upon exercise of options held by Mr. Haselden that may be exercised within 60 days of
April 1, 2017
.
|
(16)
|
Includes 4,637 shares of our common stock issuable upon exercise of options held by Mr. Holman that may be exercised within 60 days of
April 1, 2017
.
|
(17)
|
Includes 8,366 shares of our common stock issuable upon exercise of options held by Mr. Stump that may be exercised within 60 days of
April 1, 2017
.
|
(18)
|
Includes the shares held, and common stock issuable upon exercise of options held that may be exercised within 60 days of
April 1, 2017
, by all directors, named executive officers, and officers other than named executive officers.
|
|
By order of the board of directors,
|
|
|
Laurent Potdevin
|
Chief Executive Officer
|
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