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Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting
compliance is incorporated by reference to our definitive Proxy Statement for our 2015 Annual Meeting of Stockholders under the captions
"Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Executive Officers" and "Corporate Governance."
We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers and employees, including our
principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is available on our
website, www.lululemon.com , and can be obtained by writing to Investor Relations, lululemon athletica inc., 1818 Cornwall Avenue,
Vancouver, British Columbia, Canada V6J 1C7 or by sending an email to investors@lululemon.com. The information contained on our website
is not incorporated by reference into this Annual Report on Form 10-K. Any amendments, other than technical, administrative or other non-
substantive amendments, to our Code of Business Conduct and Ethics or waivers from the provisions of the Code of Business Conduct and
Ethics for our principal executive officer and our principal financial and accounting officer will be disclosed on our website within four business
days following the date of such amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our 2015 Proxy Statement under the captions "Executive
Compensation" and "Executive Compensation Tables."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated by reference to our 2015 Proxy Statement under the caption "Principal Stockholders
and Stock Ownership by Management."
Equity Compensation Plan Information (as of February 1, 2015 )
__________
59
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(1)
(A)
Weighted-Average Exercise
Price of
Outstanding Options,
Warrants and Rights
(2)
(B)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (A))
(3)
(C)
Equity compensation plans approved by stockholders
1,516,818
$
39.25
20,458,987
Equity compensation plans not approved by stockholders
—
—
—
Total
1,516,818
$
39.25
20,458,987
(1)
This amount represents the following: (a) 879,282 shares subject to outstanding options, (b) 451,503 shares subject to outstanding
performance-based restricted stock units, and (c) 186,033 shares subject to outstanding restricted stock units. The options, performance-
based restricted stock units and restricted stock units are all under our 2014 Equity Incentive Plan. Restricted shares outstanding under our
2014 Equity Incentive Plan have already been reflected in our total outstanding common stock balance.
(2)
The weighted-
average exercise price is calculated solely on the exercise prices of the outstanding options and does not reflect the shares that
will be issued upon the vesting of outstanding awards of performance-based restricted stock units and restricted stock units, which have no
exercise price.
(3)
This includes (a) 15,180,132 shares of our common stock available for future issuance pursuant to our 2014 Equity Incentive Plan and (b)
5,278,855 shares of our common stock available for future issuance pursuant to our Employee Share Purchase Plan. The number of shares
remaining available for future issuance under our 2014 Equity Incentive Plan is reduced by 1.7 shares for each award other than stock
options granted and by one share for each stock option award granted. Outstanding awards that expire or are canceled without having been
exercised or settled in full are available for issuance again under our 2014 Equity Incentive Plan and shares that are withheld in satisfaction
of tax withholding obligations for full value awards are also again available for issuance. No further awards may be issued under the
predecessor plan, our 2007 Equity Incentive Plan.