Lululemon 2015 Annual Report Download

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LULULEMON ATHLETICA INC.
FORM DEF 14A
(Proxy Statement (definitive))
Filed 04/19/16 for the Period Ending 06/02/16
Telephone 604-732-6124
CIK 0001397187
Symbol LULU
SIC Code
2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl
Industry Apparel/Accessories
Sector Consumer Cyclical
Fiscal Year 01/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    LULULEMON ATHLETICA INC. FORM DEF 14A (Proxy Statement (definitive)) Filed 04/19/16 for the Period Ending 06/02/16 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 604-732-6124 0001397187 LULU 2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl Apparel/Accessories Consumer ...

  • Page 2
    ...Soliciting Material Pursuant to §240.14a-12 Filed by a Party other than the Registrant ¨ lululemon athletica inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ý ¨ No...

  • Page 3
    ... PUBLIC ACCOUNTING FIRM REPORT OF THE AUDIT COMMITTEE EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE 2015 GRANTS OF PLAN-BASED AWARDS 2015 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2015 OPTION EXERCISES AND STOCK VESTED AGREEMENTS WITH NAMED EXECUTIVE OFFICERS...

  • Page 4
    ... participation from any location around the world. Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. This year we are again providing access to our proxy...

  • Page 5
    ... purpose relating to the meeting, at the office of the Corporate Secretary, lululemon athletica inc., 1818 Cornwall Avenue, Vancouver, British Columbia, beginning April 22, 2016 . The list will also be available at the annual meeting. We are pleased to continue using the U.S. Securities and Exchange...

  • Page 6
    ...paid envelope. If you attend the virtual meeting you will, of course, have the right to revoke the proxy and vote your shares electronically at the meeting. By order of the board of directors, /s/ Laurent Potdevin Laurent Potdevin Chief Executive Officer Vancouver, British Columbia April 15, 2016 3

  • Page 7
    ...of Contents LULULEMON ATHLETICA INC. PROXY STATEMENT 2016 ANNUAL MEETING OF STOCKHOLDERS THURSDAY, JUNE 2, 2016 GENERAL INFORMATION This proxy statement is being provided to solicit proxies on behalf of the board of directors of lululemon athletica inc. for use at the annual meeting of stockholders...

  • Page 8
    ...before the annual meeting by delivering to the Corporate Secretary of lululemon athletica inc. a written notice of revocation or a duly executed proxy bearing a later date or by voting your shares electronically at the annual meeting. Any stockholder owning shares in street name may change or revoke...

  • Page 9
    ... family has multiple accounts holding our common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of the notice, our 2015 annual report and this proxy statement. The broker will...

  • Page 10
    ... President, Global Sales, Delivery and Service of Tesla Motors, Inc. 2014 2008 2005 2011 2013 2016 2016 70 63 52 48 Retired Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Starbucks Corporation President of Wilderness Point Investments Managing Partner of Advent...

  • Page 11
    Table of Contents Director Nominees Background information on each of Robert Bensoussan , Kathryn Henry , and Jon McNeill , our three Class III nominees, appears under "Corporate Governance - Our Board of Directors". Vote Required and Board Recommendation If a quorum is present and voting, a ...

  • Page 12
    ... has extensive experience in corporate finance and accounting, managing retail-focused industry operations, strategic planning and public company corporate governance. Our board of directors believes his service on executive, audit and compensation committees of other companies allows him to provide...

  • Page 13
    ...retail companies, and deep understanding of the importance of top-quality technical design, retail marketing strategies, and the power of building a strong brand. Class II Directors Continuing in Office until the 2018 Annual Meeting of Stockholders Steven J. Collins has been a member of our board of...

  • Page 14
    ... the company. Laurent Potdevin, our Chief Executive Officer, is not an independent director by virtue of his current employment with lululemon, and Kathryn Henry is not an independent director by virtue of her past employment with lululemon. Executive Sessions Non-management directors generally meet...

  • Page 15
    ... accounting firm; Overseeing lululemon's risk assessment and risk management policies, procedures, and practices; Reviewing and, if appropriate, approving any related party transactions; Reviewing lululemon's Code of Business Conduct and Ethics applicable to all directors, officers, and employees...

  • Page 16
    ...which we operate, regularly attend meetings of our board of directors and committee meetings, participate in meetings and decision making processes in an objective and constructive manner, and be available to advise our officers and management. Evaluations of candidates generally involve a review of...

  • Page 17
    ... lululemon's own long-term goals. Our stockholders have repeatedly and consistently registered their approval of the board of directors in the last three elections. Similarly, at our 2014 annual meeting, stockholders expressed substantial support for the compensation of our named executive officers...

  • Page 18
    ... or email, addressed as follows: Corporate Secretary c/o lululemon athletica inc. 1818 Cornwall Avenue Vancouver, British Columbia Canada V6J 1C7 Facsimile: (604) 874-6124 Email: [email protected] The Corporate Secretary will, as appropriate, forward communication to our board of directors or...

  • Page 19
    ... under "Corporate Governance - Our Board of Directors". Stuart Haselden has served as our Chief Financial Officer since February 2015 and also became our Executive Vice President, Operations in October 2015. Mr. Haselden's career spans 15 years of executive leadership at global apparel retailers...

  • Page 20
    ... been since 2008. He also served as the SVP Culture, Creative and Brand Innovation at Easton Sports from January 2011 to April 2014. Prior to 2008, Mr. Stump worked at Seventh Generation as the Chief Marketing Officer and spent over 15 years at Nike in various roles in brand, product and sales. 17

  • Page 21
    ... public accounting firm to audit the consolidated financial statements of lululemon for the fiscal year ending January 29, 2017 . PwC has acted in such capacity since its appointment in fiscal 2006. A representative of PwC is expected to be present at the annual meeting, with the opportunity...

  • Page 22
    ... by our board of directors. A copy of this charter is available on our website at www.lululemon.com. The Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed and reviewed with our independent registered public accounting firm...

  • Page 23
    ...companies operating in the retail apparel and other related industries that are generally of similar size and scope of operations. The Compensation Committee is responsible for establishing target compensation opportunities for our executive officers, reviewing and approving our goals and objectives...

  • Page 24
    ... peer companies, the Compensation Committee aims to identify companies with characteristics similar to ours: are in the retail apparel industry or another related industry, have a strong consumer brand, are highly profitable and fast growing, and are of a comparable size (based on revenue, operating...

  • Page 25
    ... to our executive officers. The annual performance bonuses are intended to compensate our executive officers for achieving financial, operational and strategic goals and for achieving individual annual performance objectives. These annual bonus amounts are intended to reward both overall company and...

  • Page 26
    .... In March 2016 , the Compensation Committee determined that the minimum level of annual operating income of $343,400,000 needed to fund the executive bonuses had been achieved. The Compensation Committee also reviewed actual performance against the company's financial goals set at the start of the...

  • Page 27
    ... stock options, and 20% restricted stock units. The equity mix is designed to emphasize our pay for performance philosophy and the achievement of long-term financial growth objectives. Generally, each executive officer is provided with an annual performance-based restricted stock unit award, a stock...

  • Page 28
    ... or awarded to an executive officer on or after the date the policy was adopted. Under the policy, in the event we determine that we must prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the U.S. federal securities laws, we will seek...

  • Page 29
    ... pay-for-performance philosophy, our executive compensation program includes limited perquisites and other benefits as outlined below: Benefits Executive Officer Eligibility Medical/Dental/Vision Plans Life and Disability Insurance Change in Control and Severance Plan Employee Stock Purchase Plan...

  • Page 30
    ... with our strategic direction. As a result of that review, the Compensation Committee determined that for fiscal 2016 the performance-based cash awards for executive officers will continue to be based entirely on our achievement of financial performance goals and weighted 60% on operating income, 20...

  • Page 31
    ... statement with management. Based on this review and discussion, we have recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and in lululemon's Annual Report on Form 10-K for the fiscal year ended January 31, 2016 . COMPENSATION...

  • Page 32
    ...granted to our named executive officers in fiscal 2015 . 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...

  • Page 33
    ... Topic 718 values of our equity awards. Non-Equity Incentive Plan Compensation includes the annual cash incentive paid in early fiscal 2016 under the executive bonus plan for fiscal 2015 . For fiscal 2015 , all other compensation consists of (a) residency and moving related expenses and personal tax...

  • Page 34
    ... 2015 Grants of Plan-Based Awards The following table sets forth each plan-based award made to a named executive officer in fiscal 2015 . Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number...

  • Page 35
    ... Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Name Type of Award Restricted Stock Unit (5) Restricted Stock Unit (5,9) Annual Cash Incentive Plan Grant Date 03/30/2015 10/26/2015 03/19/2015 03/30/2015 09/14/2015 03/30/2015 03/30/2015 03/19...

  • Page 36
    ...set forth unexercised stock options and equity incentive plan awards that have not yet vested for each named executive officer outstanding as of the fiscal year ended January 31, 2016 . Outstanding Option Awards Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities...

  • Page 37
    ... Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (2) Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (3) Name Grant Date Laurent Potdevin 01/20/2014 03/31/2014 03/30/2015 03/30/2015 14...

  • Page 38
    ... by our named executive officers during fiscal 2015 . Stock option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of common stock acquired on the date of exercise. Stock award value realized is...

  • Page 39
    ... Agreement with our current Chief Financial Officer and Executive Vice President, Operations, Stuart Haselden. Mr. Haselden commenced serving as our Chief Financial Officer on February 2, 2015. Under the terms of his employment agreement, Mr. Haselden received an initial annual base salary of...

  • Page 40
    ... release of all employment-related claims he may have against us. Miguel Almeida On June 4, 2015, we entered into an Executive Employment Agreement with our current Executive Vice President, Digital, Miguel Almeida. Under the terms of his employment agreement, Mr. Almeida received an initial annual...

  • Page 41
    ..., including our named executive officers. Our practice in an involuntary termination situation may include the following non-equity benefits 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...

  • Page 42
    ...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 such participant's service during the performance period to the total number of full months...

  • Page 43
    ...such event, based on the facts and circumstances then prevailing. Our named executive officers are not entitled to any payments following a change in control under the terms of their employment agreements. Under the terms of our 2014 Equity Incentive Plan, the board of directors may take a number of...

  • Page 44
    ...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 31, 2016 based on the fair market value of the stock on such date. (3) The share-based compensation expense...

  • Page 45
    ...was terminated without cause in October 2015. However, Ms. Poseley continued to provide consulting services until the end of March 2016 and she received compensation for her consulting services in an amount equal to her base salary and her equity-based compensation continued vesting until the end of...

  • Page 46
    ... at the conclusion of the 2016 annual meeting of stockholders if the director is then a member of our board of directors. The following table sets forth the amount of compensation we paid to each of our non-employee directors for fiscal 2015 for serving on our board of directors: Fees Earned or Paid...

  • Page 47
    ...notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards. (2) Ms. Henry was appointed as a director in January 2016 and was...

  • Page 48
    ... our Audit Committee. A "Related Person" is any of our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any firm, corporation...

  • Page 49
    ... table sets forth information concerning the "beneficial ownership" of our common stock as of April 1, 2016 by (i) those persons who we know to beneficially own more than 5% of our outstanding common stock, (ii) our directors, (iii) the "named executive officers" listed in the Summary Compensation...

  • Page 50
    ... 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 12, 2016. Fidelity Management & Research Company, a wholly-owned subsidiary of...

  • Page 51
    ...proxy statement for our 2017 annual meeting must be received by the Corporate Secretary of lululemon no later than December 26, 2016 . Notices must be delivered to the Corporate Secretary at our executive offices at 1818 Cornwall Avenue, Vancouver, British Columbia, V6J 1C7. If we change the date of...

  • Page 52
    ... receive the notice, this proxy statement and our 2015 annual report are available at www.proxyvote.com. By order of the board of directors, /s/ Laurent Potdevin Laurent Potdevin Chief Executive Officer April 15, 2016 Whether or not you plan to attend the annual meeting, please vote your shares via...

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