Lululemon proxy war with Chip Wilson goes public, sets annual meeting

Lululemon is showing its teeth. 

The Vancouver, British Columbia-based athleticwear company is taking its battle with activist founder Chip Wilson public, writing in a letter to shareholders on Monday he has “outdated perspectives” and “troubling conflicts of interest” that will derail its turnaround plan, materials reviewed by CNBC show. 

The letter, Lululemon’s first major public response to Wilson since his proxy battle ramped up late last year, comes after settlement talks with the retailer’s founder fell apart last week, the materials show. The missive lays out why the company’s strategy, its incoming CEO Heidi O’Neill and board nominees are ultimately best for shareholders as it urged them to vote in its favor and set June 25 as the date for its long-awaited annual meeting. 

“Wilson, who stopped serving on the Board over a decade ago for well-documented reasons, has been attacking the company and the Board for many years, damaging the brand and hurting shareholders. He has now put forward three opposing nominees in an attempt to regain increased influence over the company that he has coveted since he left,” the letter, viewed by CNBC, states. 

“Your Board firmly believes that replacing any of lululemon’s directors with Mr. Wilson’s less qualified nominees would endorse his misguided perspectives, deprive the company of critical skills and expertise, and risk derailing our progress in an especially pivotal time for our business and organization.” 

Wilson, Lululemon’s largest individual shareholder with a 8.97% stake, didn’t immediately return a request for comment. 

Lululemon’s business has been under pressure for around two years, particularly in the Americas, its largest market, as it navigates the impact of tariffs, a shaky U.S. consumer and a product assortment that’s failed to wow shoppers in the same way it once did. It has also faced steep competition in the athleisure space from upstarts like Vuori and Alo Yoga as the global athleisure market started to cool.

When reporting fiscal fourth-quarter earnings in March, Lululemon issued weak fiscal 2026 guidance and warned higher tariffs and its proxy battle with Wilson would weigh on its bottom line. As of Friday’s close, the company’s shares are down almost 43% this year.

Wilson, who founded Lululemon in 1998, stepped down as CEO in 2005 but stayed on as chairman until 2013 when he departed after blaming a recall of its trademark black pants on customers. He told Bloomberg at the time, “Some women’s bodies don’t work for the pants.”

“It’s really about the rubbing through the thighs, how much pressure is there over a period of time,” he said.

Wilson has been a frequent critic of the brand in the years since, but ramped up his attacks late last year as Lululemon’s challenges were mounting. His biggest gripe has been the company’s board of directors, whom he blames for his decision to step down as chair in 2013, and…