Lululemon 2011 Annual Report Download - page 2

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
For the fiscal year ended January 29, 2012
OR
For the transition period from to
Commission file number 001-33608
lululemon athletica inc.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: [phone]
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant on July 29, 2011 was approximately $5,950,828,701. Such aggregate market value was computed
by reference to the closing price of the common stock as reported on the Nasdaq Global Select Market on July 29, 2011. For purposes of determining this amount only, the registrant has
defined affiliates as including the executive officers and directors of the registrant on July 29, 2011.
Common Stock:
At March 19, 2012 there were 111,054,699 shares of the registrant’s common stock, par value $0.005 per share, outstanding.
Exchangeable and Special Voting Shares:
At March 19, 2012, there were outstanding 32,501,680 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are
exchangeable for an equal number of shares of the registrant’s common stock.
In addition, at March 19, 2012, the registrant had outstanding 32,501,680 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc.
may exercise their voting rights with respect to the registrant. The special voting stock and the registrant’s common stock generally vote together as a single class on all matters on which the
common stock is entitled to vote.
DOCUMENTS INCORPORATED BY REFERENCE
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Delaware 20-3842867
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
1818 Cornwall Avenue
Vancouver, British Columbia
V6J 1C7
(Address of principal executive offices)
(Zip Code)
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, par value $0.005 per share
Nasdaq Global Select Market
Large accelerated filer
þ
Accelerated filer
¨
Non
-
accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
DOCUMENT
PARTS INTO WHICH INCORPORATED
Portions of Proxy Statement for the
2012 Annual Meeting of Stockholders
Part III