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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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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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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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ý
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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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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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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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(4
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Proposed maximum aggregate value of transaction:
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(5
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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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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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•
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Election to our board of directors of the
three
nominees named in this proxy statement;
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Ratification of the appointment of
PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the fiscal year ending
February 1, 2015
;
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Approval of a non-binding resolution to approve the compensation of our executive officers; and
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Approval of the lululemon athletica inc. 2014 Equity Incentive Plan.
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By order of the Board of Directors,
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/s/ Laurent Potdevin
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Laurent Potdevin
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Chief Executive Officer
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•
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Election to our board of directors of the
three
nominees named in this proxy statement;
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•
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Ratification of the appointment of
PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the fiscal year ending
February 1, 2015
;
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Approval of the non-binding resolution to approve the compensation of our executive officers; and
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Approval of the lululemon athletica inc. 2014 Equity Incentive Plan.
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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 at the 2014 Annual Meeting
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Michael Casey
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68
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Senior Advisor to Starbucks Corporation
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2007
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RoAnn Costin
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61
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President of Wilderness Point Investments
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2007
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Laurent Potdevin
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47
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Chief Executive Officer
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2014
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Class II Directors whose terms expire at the 2015 Annual Meeting
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Martha A.M. Morfitt
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56
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Principal of River Rock Partners Inc.
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2008
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Rhoda M. Pitcher
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59
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Managing Partner of Rhoda M. Pitcher, Inc.
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2005
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Emily White
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35
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Chief Operating Officer of Snapchat, Inc.
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2011
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Class III Directors whose terms expire at the 2016 Annual Meeting
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Robert Bensoussan
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55
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Director, Sirius Equity LLP
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2013
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William H. Glenn
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57
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President and Chief Executive Officer of Global Business Travel of American Express Company
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2012
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Thomas G. Stemberg
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65
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Managing Partner of Highland Consumer Fund
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2005
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Dennis J. Wilson
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58
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Founder of lululemon
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1998
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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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Michael Casey
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Member
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Chair
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RoAnn Costin
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Member
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William H. Glenn
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Member
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Martha A.M. Morfitt
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Chair
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Rhoda M. Pitcher
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Member
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Member
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Thomas G. Stemberg
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Chair
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Member
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Jerry Stritzke
(1)
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Emily White
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Member
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Number of meetings in fiscal 2013
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5
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7
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5
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(1)
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Mr. Stritzke resigned as a director in September 2013.
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•
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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 such services;
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•
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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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•
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Overseeing the qualifications, independence, and performance of our independent registered public accounting firm;
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•
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Overseeing lululemon’s risk assessment and risk management policies, procedures and practices;
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•
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Reviewing and, if appropriate, approving any related party transactions;
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•
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Reviewing lululemon’s Code of Business Conduct and Ethics applicable to all directors, officers, and employees, and monitoring and approving any modifications or waivers of such code;
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•
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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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•
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Monitoring compliance with legal and regulatory requirements.
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•
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Reviewing and approving the compensation and annual performance objectives and goals of all of our executive officers;
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•
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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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•
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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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•
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Reviewing and recommending to our board of directors new executive compensation programs; and
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•
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Reviewing and recommending to our board of directors proposed changes in director compensation.
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Position
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Minimum Ownership Guidelines
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(Dollar Value of Shares)
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Non-employee directors
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5 x Annual Retainer Compensation
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Chief Executive Officer
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6 x Base Salary
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Other executive officers reporting to Chief Executive Officer
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3 x Base Salary
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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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47
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Chief Executive Officer
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2014
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John E. Currie
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58
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Chief Financial Officer
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2007
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Tara Poseley
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48
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Chief Product Officer
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2013
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Delaney Schweitzer
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42
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Executive Vice President, Retail Operations
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2010
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Laura Klauberg
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59
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Senior Vice President, Brand and Community
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2012
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Fiscal 2013
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Fiscal 2012
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Audit Fees
(1)
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$
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736,924
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$
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676,336
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Audit-Related Fees
(2)
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$
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12,636
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$
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43,966
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Tax Fees
(3)
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$
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25,273
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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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240,341
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(1)
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Audit Fees consist of fees billed 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 issuance of comfort letters to underwriters and consent procedures in connection public filings.
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(2)
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Audit-Related Fees consist of fees billed 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 billed 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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•
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Repricing Prohibition:
The 2014 Plan expressly provides that stock options, stock appreciation rights and restricted stock purchase rights that require the participant to purchase shares for monetary consideration equal to their fair market value at grant, collectively “
appreciation awards
”, may not be repriced without the approval of our stockholders;
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•
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Annual Director Limits:
The 2014 Plan limits the value of awards which may be received by any non-employee director;
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•
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Fungible Share Reserve:
The share reserve of the 2014 Plan is structured on a fungible basis such that each share subject to a “
full value
” award (i.e., an award settled in stock, other than an option, stock appreciation right or restricted stock purchase right that requires the participant to purchase shares for monetary consideration equal to their fair market value at grant) will reduce the number of shares remaining available for grant under the 2014 Plan by 1.7 shares; and
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•
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Deferred Compensation Awards:
The 2014 Plan permits the grant of deferred compensation awards.
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Total Shares
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Equity Dilution: Total Shares as a Percent of Total Common Shares Outstanding
(1)(2)
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Shares outstanding under Predecessor Plan
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1,154,000
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0.7
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%
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Shares authorized under 2014 Plan
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15,000,000
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9.3
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%
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Total
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16,154,000
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10.0
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%
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(1)
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Determined on a fully diluted basis, meaning the total shares outstanding and authorized under the 2014 Plan are also included in total common shares outstanding.
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(2)
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Based on total common shares outstanding at February 2, 2014 of 145,297,153 which includes 115,342,231 common shares and 29,954,922 special voting shares.
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Fiscal 2013
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Fiscal 2012
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Fiscal 2011
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Three-Year Average
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Stock Options Granted
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118,000
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84,000
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183,000
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128,333
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Full Value Shares Granted
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349,000
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172,000
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240,000
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253,667
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Weighted-Average Common Shares Outstanding
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144,913,000
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144,000,000
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143,196,000
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144,036,333
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Burn Rate
|
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0.32
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%
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0.18
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%
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0.30
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%
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0.27
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%
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•
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the eligibility requirements for participation in the 2014 Plan;
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•
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the maximum numbers of shares for which stock-based awards may be granted to an employee in any fiscal year;
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•
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the maximum dollar amount that a participant may receive under a cash-based award for each fiscal year contained in the performance period; and
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•
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the performance measures that may be used by the Compensation Committee to establish the performance goals applicable to the grant or vesting of awards of restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards that are intended to result in qualified performance-based compensation.
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•
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an employee many not receive more than 800,000 shares under stock-based awards (other stock appreciation rights and stock options) for each fiscal year contained in the performance period for such award;
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•
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an employee may not be granted stock appreciation rights or stock options with respect to more than 800,000 shares during any calendar year; and
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•
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no more than $10,000,000 for each full fiscal year contained in the performance period under cash-based awards.
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•
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Earnings or Profitability Metrics
: any derivative of revenue (gross, operating or net); earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest and taxes (EBIT); earnings/loss before interest, taxes, depreciation and amortization (EBITDA); operating income; net income; economic profit; profit margin; gross margin; merchandise margin; product margin; inventory turns; sales growth and volume; expense levels or ratios; expense reduction or controllable expenses; provided that any of the foregoing metrics may be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments, early extinguishment of debt or stock-based compensation expense;
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•
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Return Metrics
: any derivative of return on investment, assets, equity or capital (total or invested); and
|
•
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Cash Flow Metrics
: any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital.
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AUDIT COMMITTEE
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Martha A.M. Morfitt (Chairperson)
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Michael Casey
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William H. Glenn
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Emily White
|
•
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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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•
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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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•
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align the interest 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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•
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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 exceeding goals.
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•
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base salary;
|
•
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annual cash incentive opportunity linked to corporate and individual performance objectives;
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•
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long-term incentive awards in the form of equity-based compensation; and
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•
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other executive benefits such as health benefits, life insurance and tax consulting services. During the year of hire, we may also provide reimbursement of relocation expenses and temporary housing.
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2013 Peer Group:
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Abercrombie & Fitch
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Chipotle Mexican Grill
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Green Mountain Coffee Roasters
|
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PVH
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Aeropostale
|
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Decker's Outdoor
|
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Joseph A. Bank
|
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Under Armour
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American Eagle Outfitters
|
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Fossil
|
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Netflix
|
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Urban Outfitters
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Buckle
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Gildan Outdoor
|
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Panera Bread
|
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Vitamin Shoppe
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•
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corporate performance and the performance of each individual executive officer;
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•
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the relative value of the position within the organization;
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•
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any new responsibilities delegated to the executive officer during the year;
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•
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any contractual agreements with our executive officers; and
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•
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the competitive marketplace for executive talent, including a review of base salaries for comparable positions at other similarly situated companies.
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Executive
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2013 Target Bonus as a Percentage of Base Salary
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Laurent Potdevin
(1)
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n/a
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Christine M. Day
(2)
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150%
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John E. Currie
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75%
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Tara Poseley
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75%
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Delaney Schweitzer
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75%
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Laura Klauberg
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75%
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(1)
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Mr. Potdevin commenced employment as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014 and did not have a target bonus for fiscal 2013; his target for fiscal 2014 is 150% of salary.
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(2)
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Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014.
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Company Performance Measure
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Weight
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Performance to Achieve
50% of Target Bonus |
|
Performance to Achieve
100% of Target Bonus
(Target Payout)
|
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Performance to Achieve
200% of Target Bonus
(Maximum Payout)
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Operating Income
|
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40
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%
|
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$
|
404,700,000
|
|
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$
|
488,200,000
|
|
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$
|
562,400,000
|
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Company Revenue
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20
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%
|
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$
|
1,630,000,000
|
|
|
$
|
1,752,700,000
|
|
|
$
|
1,875,400,000
|
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Gross Margin
|
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40
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%
|
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53.70
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%
|
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55.90
|
%
|
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57.40
|
%
|
Benefits
|
|
Executive Officer Eligibility
|
Medical/Dental/Vision Plans
|
|
ü
|
Life and Disability Insurance
|
|
ü
|
Change in Control and Severance Plan
|
|
ü
|
Employee Stock Purchase Plan
|
|
Not offered
|
Deferred Compensation Plan
|
|
Not offered
|
Supplemental Executive Retirement Plan
|
|
Not offered
|
Employee Stock Ownership Plan
|
|
Not offered
|
Defined Benefit Pension Plan
|
|
Not offered
|
401(k) Plan
|
|
Not offered
|
Perquisites
|
|
Executive Officer Eligibility
|
Employee Discount
|
|
ü
|
Tax Preparation
|
|
ü
|
Relocation Assistance (Temporary housing, moving expenses, tax equalization)
|
|
ü
|
Supplemental Life Insurance
|
|
ü
|
Club Memberships
|
|
ü
|
Executive Medical
|
|
Not offered
|
Financial Counseling
|
|
Not offered
|
Automobile
|
|
Not offered
|
Personal Use of Company Aircraft
|
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Not offered
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Security Services
|
|
Not offered
|
•
|
Relocation Package.
Under limited circumstances, we provide certain relocation benefits to executive officers who relocate to Canada from another country for work on our behalf. Mr. Potdevin, Ms. Day, Ms. Poseley, and Ms. Klauberg relocated to Canada from the United States for purposes of working for us. Each of Mr. Potdevin, Ms. Day, Ms. Poseley and Ms. Klauberg received tax preparation assistance, reimbursement of moving expenses and reimbursement of temporary housing expenses. Mr. Potdevin will also receive tax equalization payments for the two tax years ending December 31, 2014 and December 31, 2015 equal to, on an after tax basis, 100% and 70% respectively of the difference between the applicable Canadian and US tax rates.
|
•
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Housing and Living Expenses.
We agreed to pay certain housing and living expenses for a limited period of time to certain of our named executive officers in connection with their relocation to Canada.
|
•
|
Executive Life and Long-Term Disability Insurance.
We provide life and long-term disability insurance to our named executive officers. We believe this is a standard benefit offered to executive-level management by comparable companies.
|
|
|
Fiscal 2014 Base Salary
|
|
Fiscal 2013 Base Salary
|
|
|
|
Name
|
|
($)
(1)
|
|
($)
(1)
|
|
Increase
|
|
Laurent Potdevin
(2)
|
|
900,000
|
|
900,000
|
|
n/a
|
|
Christine M. Day
(3)
|
|
n/a
|
|
750,000
|
|
n/a
|
|
John E. Currie
|
|
525,000
|
|
467,000
|
|
12.4
|
%
|
Tara Poseley
|
|
618,000
|
|
600,000
|
|
3.0
|
%
|
Delaney Schweitzer
|
|
525,000
|
|
444,000
|
|
18.2
|
%
|
Laura Klauberg
|
|
459,000
|
|
459,000
|
|
—
|
%
|
(1)
|
Mr. Potdevin's salary is in US dollars, while all other salaries are in Canadian dollars.
|
(2)
|
Mr. Potdevin commenced employment as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014 and was not eligible for a fiscal 2014 salary increase.
|
(3)
|
Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014.
|
|
COMPENSATION COMMITTEE
|
|
|
|
Thomas G. Stemberg (Chairperson)
|
|
RoAnn Costin
|
|
Rhoda M. Pitcher
|
Name and Principal Position
|
|
Fiscal
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards ($) (1) |
|
Option
Awards ($) (2) |
|
Non-Equity
Incentive Plan Compensation ($) (3) |
|
All Other
Compensation ($) (4) |
|
Total
($) |
|||||||
Laurent Potdevin,
Chief Executive Officer (5) |
|
2013
|
|
17,308
|
|
|
1,850,000
|
|
|
2,000,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,867,349
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Christine M. Day,
Chief Executive Officer (6) |
|
2013
|
|
711,138
|
|
|
—
|
|
|
2,230,509
|
|
|
366,253
|
|
|
—
|
|
|
—
|
|
|
3,307,900
|
|
|
|
2012
|
|
671,779
|
|
|
—
|
|
|
2,076,348
|
|
|
687,686
|
|
|
832,149
|
|
|
11,236
|
|
|
4,279,198
|
|
|
|
2011
|
|
646,771
|
|
|
—
|
|
|
1,416,750
|
|
|
588,250
|
|
|
951,789
|
|
|
—
|
|
|
3,603,560
|
|
John E. Currie,
Chief Financial Officer (7) |
|
2013
|
|
446,462
|
|
|
96,300
|
|
|
632,692
|
|
|
219,381
|
|
|
—
|
|
|
—
|
|
|
1,394,835
|
|
|
|
2012
|
|
443,162
|
|
|
—
|
|
|
587,546
|
|
|
194,720
|
|
|
411,451
|
|
|
—
|
|
|
1,636,879
|
|
|
|
2011
|
|
428,461
|
|
|
—
|
|
|
425,025
|
|
|
176,475
|
|
|
472,234
|
|
|
—
|
|
|
1,502,195
|
|
Tara Poseley,
Chief Product Officer (8) |
|
2013
|
|
126,923
|
|
|
300,000
|
|
|
483,877
|
|
|
501,025
|
|
|
—
|
|
|
—
|
|
|
1,411,825
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Delaney Schweitzer,
Executive Vice President, Retail Operations (7) |
|
2013
|
|
423,646
|
|
|
96,300
|
|
|
632,692
|
|
|
219,381
|
|
|
—
|
|
|
—
|
|
|
1,372,019
|
|
|
|
2012
|
|
372,225
|
|
|
—
|
|
|
587,546
|
|
|
194,720
|
|
|
351,352
|
|
|
—
|
|
|
1,505,843
|
|
|
|
2011
|
|
321,832
|
|
|
—
|
|
|
425,025
|
|
|
176,475
|
|
|
367,903
|
|
|
—
|
|
|
1,291,235
|
|
Laura Klauberg,
Senior Vice President, Brand and Community (9) |
|
2013
|
|
439,943
|
|
|
—
|
|
|
422,005
|
|
|
146,254
|
|
|
—
|
|
|
—
|
|
|
1,008,202
|
|
|
|
2012
|
|
334,236
|
|
|
200,000
|
|
|
786,114
|
|
|
192,371
|
|
|
330,519
|
|
|
41,702
|
|
|
1,884,942
|
|
|
|
2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
This column reflects the grant date fair value of restricted shares and performance-based restricted stock units granted. See the “Grants of Plan-Based Awards Table” for information on restricted shares and performance-based restricted stock units granted to our named executive officers in fiscal
2013
. 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
February 2, 2014
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(2)
|
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
2013
. 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
February 2, 2014
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(3)
|
Non-Equity Incentive Plan Compensation includes the annual cash incentive paid in early fiscal
2014
under the executive bonus plan for fiscal
2013
.
|
(4)
|
For fiscal
2013
, the aggregate of all perquisites and other personal benefits for each respective named executive officer was less than $10,000. For fiscal
2012
, all other compensation consists of (a) personal tax preparation fees paid on behalf of Ms. Day of $11,236, and (b) residency and moving related expenses paid on behalf of Ms. Klauberg of $41,702. The aggregate of all perquisites and other personal benefits for each of the other respective named executive officers was less than $10,000. For fiscal
2011
, the aggregate of all perquisites and other personal benefits for each respective named executive officer was less than $10,000.
|
(5)
|
Mr. Potdevin commenced employment as our Chief Executive Officer and as a member of our board of directors effective January 20, 2014. Mr. Potdevin received a signing bonus of $200,000 and a retention bonus of $1,650,000 in fiscal 2013. Mr. Potdevin will reimburse us for the retention bonus on a pro-rata basis in the event he voluntarily resigns his position as Chief Executive Officer within 24 months from his start date.
|
(6)
|
Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014. All unvested equity awards were forfeited on February 2, 2014, and she had 90 days after that date to exercise her vested options.
|
(7)
|
A discretionary bonus in the amount of CDN$100,000 to each of Mr. Currie and Ms. Schweitzer was approved in February 2014 in recognition of their performance of additional duties during our Chief Executive Officer transition period.
|
(8)
|
Ms. Poseley commenced employment as our Chief Product Officer in November 2013. Ms. Poseley received a retention bonus of $300,000 in fiscal 2013. Ms. Poseley will reimburse us for the retention bonus in full in the event she voluntarily resigns her position within 12 months of her start date.
|
(9)
|
Ms. Klauberg was hired to the position of Senior Vice President, Brand and Community in April 2012. Ms. Klauberg received a signing bonus of $200,000 in fiscal 2012.
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
|
Estimated Future Payouts
Under Equity Incentive Plan Awards |
|
All Other Stock Awards: Number of Shares of Stock (#)
(3)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#) (4) |
|
Exercise or Base Price of Option Awards ($/Share)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(5)
|
||||||||||||||||||
Name
|
|
Type of Award
|
|
Grant
Date |
|
Threshold ($)
(1)
|
|
Target
($) (1) |
|
Maximum
($) (1) |
|
Threshold
(#) (2) |
|
Target
(#) (2) |
|
Maximum
(#) (2) |
|
|
|
|
||||||||||||||
Laurent Potdevin
(6)
|
|
Restricted Shares
|
|
1/20/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,115
|
|
|
—
|
|
|
—
|
|
|
2,000,041
|
|
Christine M. Day
(7)
|
|
Stock Option
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,785
|
|
|
63.08
|
|
|
366,253
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,680
|
|
|
35,360
|
|
|
53,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,230,509
|
|
|
|
Annual Cash Incentive Plan
|
|
3/13/2013
|
|
562,500
|
|
|
1,125,000
|
|
|
2,250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
John E. Currie
|
|
Stock Option
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
|
63.08
|
|
|
103,955
|
|
|
|
Stock Option
|
|
9/16/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
|
70.04
|
|
|
115,425
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,015
|
|
|
10,030
|
|
|
15,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
632,692
|
|
|
|
Annual Cash Incentive Plan
|
|
3/13/2013
|
|
175,125
|
|
|
350,250
|
|
|
700,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tara Poseley
(8)
|
|
Stock Option
|
|
12/16/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,570
|
|
|
57.88
|
|
|
501,025
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
12/16/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,180
|
|
|
8,360
|
|
|
12,540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483,877
|
|
|
|
Annual Cash Incentive Plan
|
|
11/11/2013
|
|
225,000
|
|
|
450,000
|
|
|
900,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Delaney Schweitzer
|
|
Stock Option
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
|
63.08
|
|
|
103,955
|
|
|
|
Stock Option
|
|
9/16/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
|
70.04
|
|
|
115,425
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,015
|
|
|
10,030
|
|
|
15,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
632,692
|
|
|
|
Annual Cash Incentive Plan
|
|
3/13/2013
|
|
166,500
|
|
|
333,000
|
|
|
666,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Laura Klauberg
|
|
Stock Option
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,230
|
|
|
63.08
|
|
|
69,304
|
|
|
|
Stock Option
|
|
9/16/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,230
|
|
|
70.04
|
|
|
76,950
|
|
|
|
Performance-Based Restricted Stock Unit
|
|
3/25/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
|
6,690
|
|
|
10,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422,005
|
|
|
|
Annual Cash Incentive Plan
|
|
3/13/2013
|
|
172,125
|
|
|
344,250
|
|
|
688,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
This column reflects the annual cash incentives available to our executive officers under our executive bonus plan (in Canadian dollars).
|
(2)
|
The above granted performance-based restricted stock units vest based on achievement of performance goals over a three year performance period.
|
(3)
|
The above granted restricted shares vest in 1/3 installments on the three anniversary dates following the grant date.
|
(4)
|
The above granted stock options will vest in 25% installments on the four anniversary dates following the grant date.
|
(5)
|
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
February 2, 2014
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(6)
|
Mr. Potdevin commenced employment as our Chief Executive Officer and as a member of our board of directors effective January 20, 2014.
|
(7)
|
Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014. All unvested equity awards were forfeited on February 2, 2014, and she had 90 days after that date to exercise her vested options.
|
(8)
|
Ms. Poseley commenced employment with lululemon on November 11, 2013 so any payment under the Non-Equity Incentive Plan Award would be pro-rated for fiscal 2013.
|
|
|
Outstanding 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
|
|||
Christine M. Day
(2)
|
|
01/07/2010
|
|
20,834
|
|
|
—
|
|
|
16.16
|
|
|
05/03/2014
|
|
|
01/07/2011
|
|
20,832
|
|
|
—
|
|
|
33.50
|
|
|
05/03/2014
|
|
|
03/26/2012
|
|
2,300
|
|
|
—
|
|
|
75.23
|
|
|
05/03/2014
|
|
|
09/11/2012
|
|
2,300
|
|
|
—
|
|
|
76.49
|
|
|
05/03/2014
|
John E. Currie
|
|
03/30/2009
|
|
20,000
|
|
|
—
|
|
|
4.14
|
|
|
03/30/2016
|
|
|
09/14/2009
|
|
10,000
|
|
|
—
|
|
|
11.75
|
|
|
09/14/2019
|
|
|
03/29/2010
|
|
2,200
|
|
|
1,100
|
|
|
20.61
|
|
|
03/29/2017
|
|
|
09/13/2010
|
|
3,300
|
|
|
1,100
|
|
|
21.33
|
|
|
09/13/2017
|
|
|
03/18/2011
|
|
1,875
|
|
|
1,875
|
|
|
37.78
|
|
|
03/18/2018
|
|
|
09/13/2011
|
|
1,875
|
|
|
1,875
|
|
|
57.25
|
|
|
09/13/2018
|
|
|
03/26/2012
|
|
651
|
|
|
1,954
|
|
|
75.23
|
|
|
03/26/2019
|
|
|
09/11/2012
|
|
651
|
|
|
1,954
|
|
|
76.49
|
|
|
09/11/2019
|
|
|
03/25/2013
|
|
—
|
|
|
3,345
|
|
|
63.08
|
|
|
03/25/2020
|
|
|
09/16/2013
|
|
—
|
|
|
3,345
|
|
|
70.04
|
|
|
09/16/2020
|
Tara Poseley
|
|
12/16/2013
|
|
—
|
|
|
17,570
|
|
|
57.88
|
|
|
12/16/2020
|
Delaney Schweitzer
|
|
09/14/2009
|
|
20,000
|
|
|
—
|
|
|
11.75
|
|
|
09/14/2019
|
|
|
03/29/2010
|
|
—
|
|
|
2,500
|
|
|
20.61
|
|
|
03/29/2017
|
|
|
09/13/2010
|
|
—
|
|
|
2,500
|
|
|
21.33
|
|
|
09/13/2017
|
|
|
03/18/2011
|
|
1,875
|
|
|
1,875
|
|
|
37.78
|
|
|
03/18/2018
|
|
|
09/13/2011
|
|
—
|
|
|
1,875
|
|
|
57.25
|
|
|
09/13/2018
|
|
|
03/26/2012
|
|
651
|
|
|
1,954
|
|
|
75.23
|
|
|
03/26/2019
|
|
|
09/11/2012
|
|
651
|
|
|
1,954
|
|
|
76.49
|
|
|
09/11/2019
|
|
|
03/25/2013
|
|
—
|
|
|
3,345
|
|
|
63.08
|
|
|
03/25/2020
|
|
|
09/16/2013
|
|
—
|
|
|
3,345
|
|
|
70.04
|
|
|
09/16/2020
|
Laura Klauberg
|
|
04/16/2012
|
|
651
|
|
|
1,954
|
|
|
73.40
|
|
|
04/16/2019
|
|
|
09/11/2012
|
|
651
|
|
|
1,954
|
|
|
76.49
|
|
|
09/11/2019
|
|
|
03/25/2013
|
|
—
|
|
|
2,230
|
|
|
63.08
|
|
|
03/25/2020
|
|
|
09/16/2013
|
|
—
|
|
|
2,230
|
|
|
70.04
|
|
|
09/16/2020
|
(1)
|
The above noted stock options vest in 25% installments on the four anniversary dates following the grant date.
|
(2)
|
Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014. All unvested equity awards were forfeited on February 2, 2014, and she had 90 days after that date to exercise her vested options.
|
|
|
Outstanding Stock Awards
|
||||||||||||
|
|
|
|
Time-Based Vesting Awards
|
|
Performance-Based Vesting Awards
|
||||||||
Name
|
|
Grant Date
(1)
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)
(3)
|
||||
Laurent Potdevin
|
|
01/20/2014
|
|
42,115
|
|
|
2,000,041
|
|
|
—
|
|
|
—
|
|
John E. Currie
|
|
03/18/2011
|
|
—
|
|
|
—
|
|
|
11,250
|
|
|
514,013
|
|
|
|
03/26/2012
|
|
—
|
|
|
—
|
|
|
7,810
|
|
|
356,839
|
|
|
|
03/25/2013
|
|
—
|
|
|
—
|
|
|
10,030
|
|
|
458,271
|
|
Tara Poseley
|
|
12/16/2013
|
|
—
|
|
|
—
|
|
|
8,360
|
|
|
381,968
|
|
Delaney Schweitzer
|
|
03/18/2011
|
|
—
|
|
|
—
|
|
|
11,250
|
|
|
514,013
|
|
|
|
03/26/2012
|
|
—
|
|
|
—
|
|
|
7,810
|
|
|
356,839
|
|
|
|
03/25/2013
|
|
—
|
|
|
—
|
|
|
10,030
|
|
|
458,271
|
|
Laura Klauberg
|
|
04/16/2012
|
|
—
|
|
|
—
|
|
|
10,710
|
|
|
489,340
|
|
|
|
03/25/2013
|
|
—
|
|
|
—
|
|
|
6,690
|
|
|
305,666
|
|
(1)
|
The above noted performance-based restricted stock units noted above vest based on a three year performance period. The restricted shares vest in 1/3 installments on the three anniversary dates following the grant date.
|
(2)
|
The market value of the restricted share awards is based on the fair market value on the grant date.
|
(3)
|
The aggregate dollar value of the performance-based restricted stock units is shown at target payout value based on
$45.69
per share, the fair market value on
January 31, 2014
, the last trading day of our
2013
fiscal year.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Grant Date
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting
(#)
(1)
|
|
Value Realized on Vesting
($)
|
|||||
Laurent Potdevin
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Christine M. Day
(2)
|
|
10/01/2008
|
|
|
41,668
|
|
|
2,213,821
|
|
|
—
|
|
|
—
|
|
|
|
01/07/2009
|
|
|
41,668
|
|
|
2,537,998
|
|
|
—
|
|
|
—
|
|
|
|
03/30/2009
|
|
|
200,000
|
|
|
12,347,005
|
|
|
—
|
|
|
—
|
|
|
|
09/14/2009
|
|
|
70,000
|
|
|
3,921,750
|
|
|
—
|
|
|
—
|
|
|
|
01/07/2010
|
|
|
20,834
|
|
|
994,719
|
|
|
—
|
|
|
—
|
|
|
|
03/29/2010
|
|
|
7,500
|
|
|
332,550
|
|
|
—
|
|
|
—
|
|
|
|
09/13/2010
|
|
|
7,500
|
|
|
345,563
|
|
|
—
|
|
|
—
|
|
|
|
01/07/2011
|
|
|
41,666
|
|
|
1,292,229
|
|
|
—
|
|
|
—
|
|
|
|
03/18/2011
|
|
|
6,250
|
|
|
163,563
|
|
|
—
|
|
|
—
|
|
|
|
09/13/2011
|
|
|
6,250
|
|
|
71,406
|
|
|
—
|
|
|
—
|
|
|
|
03/29/2010
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
|
2,805,750
|
|
John E. Currie
|
|
09/14/2009
|
|
|
10,000
|
|
|
632,500
|
|
|
—
|
|
|
—
|
|
|
|
03/29/2010
|
|
|
—
|
|
|
—
|
|
|
19,800
|
|
|
1,234,530
|
|
Tara Poseley
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Delaney Schweitzer
|
|
12/27/2006
|
|
|
19,534
|
|
|
1,441,932
|
|
|
—
|
|
|
—
|
|
|
|
03/29/2010
|
|
|
7,500
|
|
|
400,477
|
|
|
—
|
|
|
—
|
|
|
|
09/13/2010
|
|
|
7,500
|
|
|
394,315
|
|
|
—
|
|
|
—
|
|
|
|
09/13/2011
|
|
|
1,875
|
|
|
30,929
|
|
|
—
|
|
|
—
|
|
|
|
03/29/2010
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
1,122,300
|
|
Laura Klauberg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
This represents the total number of shares acquired on the vesting of the stock awards. The shares were issued to the officers on a net basis as we withheld shares to cover taxes.
|
(2)
|
Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014.
|
•
|
violation of any contractual or common law duty to the company;
|
•
|
Mr. Potdevin’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;
|
•
|
acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Mr. Potdevin with respect to Mr. Potdevin’s obligations under his employment agreement or otherwise relating to the business of company;
|
•
|
Mr. Potdevins’s material breach of his employment agreement; or
|
•
|
Mr. Potdevin's failure to relocate his primary residence to the Vancouver, British Columbia, area within 120 days after a Canadian work permit and all other necessary authorizations and approvals to work in Canada are granted.
|
•
|
violation of any contractual or common law duty to the company;
|
•
|
Ms. Poseley’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;
|
•
|
acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Ms. Poseley with respect to Ms. Poseley’s obligations under her employment agreement or otherwise relating to the business of company;
|
•
|
Ms. Poseley’s material breach of her employment agreement; or
|
•
|
Ms. Poseley's failure to relocate her primary residence to the Vancouver, British Columbia, area within 120 days after a Canadian work permit and all other necessary authorizations and approvals to work in Canada are granted.
|
•
|
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
|
Cause
|
|
All options immediately expire.
|
|
All PSUs are immediately forfeited.
|
|
All unvested shares of restricted stock are immediately forfeited.
|
Retirement (meaning 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)
|
|
Stock options granted before September 2012 may be exercised within 90 days, to the extent they were exercisable at the time of termination.
All unvested stock options granted in September 2012 or later will continue to vest for twelve 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.
|
|
PSUs granted before September 2012 are immediately forfeited.
For PSUs granted in September 2012 or later, 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 such 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.
|
Death
|
|
Stock options granted before September 2012 may be exercised within 12 months, to the extent they were exercisable at the time of death.
Stock options granted in September 2012 or later fully vest upon death and may be exercised within the earlier of 12 months or the regular expiry date.
|
|
For PSUs granted before September 2012, 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 of service had occurred.
For PSUs granted in September 2012 or later, the target number of PSUs granted fully vest and payout at target as soon as practicable.
|
|
All unvested shares of restricted stock 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.
|
Termination Scenario
|
|
Stock Options
|
|
Performance-Based Restricted Stock Units (PSUs)
|
|
Restricted Shares
|
Other Termination
|
|
All options may be exercised within 90 days to the extent they were exercisable at the time of termination.
|
|
In the event of the participant’s voluntary termination, all PSUs are immediately forfeited.
In the event of termination without cause for PSUs granted before September 2012, 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 such participant’s service during the performance period to the total number of full months contained in the performance period.
In the event of termination without cause more than 12 months before the end of the performance period, all PSUs granted from September 2012 onward are immediately forfeited.
In the event of termination without cause within 12 months of the end of the performance period for PSUs granted from September 2012 onward, 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 such 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.
|
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 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.
|
Name
|
|
Termination Scenario
|
|
Severance
($)
(1)
|
|
Equity Awards
($)
(2)(3)(4)
|
|
Total
($)
|
|||
Laurent Potdevin
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Death
|
|
—
|
|
|
1,924,234
|
|
|
1,924,234
|
|
|
|
Disability
|
|
1,350,000
|
|
|
1,924,234
|
|
|
3,274,234
|
|
|
|
Change in Control
|
|
1,350,000
|
|
|
1,924,234
|
|
|
3,274,234
|
|
|
|
Involuntary (without cause)
|
|
1,350,000
|
|
|
—
|
|
|
1,350,000
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Christine Day
|
|
Voluntary
|
|
—
|
|
|
869,274
|
|
|
869,274
|
|
John Currie
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Retirement
|
|
—
|
|
|
1,473,569
|
|
|
1,473,569
|
|
|
|
Death
|
|
—
|
|
|
2,649,934
|
|
|
2,649,934
|
|
|
|
Disability
|
|
562,151
|
|
|
2,649,934
|
|
|
3,212,085
|
|
|
|
Change in Control
|
|
562,151
|
|
|
2,719,155
|
|
|
3,281,306
|
|
|
|
Involuntary (without cause)
|
|
562,151
|
|
|
2,072,717
|
|
|
2,634,868
|
|
|
|
Voluntary
|
|
—
|
|
|
1,320,812
|
|
|
1,320,812
|
|
Tara Poseley
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Retirement
|
|
—
|
|
|
21,220
|
|
|
21,220
|
|
|
|
Death
|
|
—
|
|
|
381,968
|
|
|
381,968
|
|
|
|
Disability
|
|
722,250
|
|
|
381,968
|
|
|
1,104,218
|
|
|
|
Change in Control
|
|
722,250
|
|
|
381,968
|
|
|
1,104,218
|
|
|
|
Involuntary (without cause)
|
|
722,250
|
|
|
—
|
|
|
722,250
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
Delaney Schweitzer
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Retirement
|
|
—
|
|
|
970,001
|
|
|
970,001
|
|
|
|
Death
|
|
—
|
|
|
2,146,366
|
|
|
2,146,366
|
|
|
|
Disability
|
|
534,465
|
|
|
2,146,366
|
|
|
2,680,831
|
|
|
|
Change in Control
|
|
534,465
|
|
|
2,161,197
|
|
|
2,695,662
|
|
|
|
Involuntary (without cause)
|
|
534,465
|
|
|
1,569,149
|
|
|
2,103,614
|
|
|
|
Voluntary
|
|
—
|
|
|
817,244
|
|
|
817,244
|
|
Laura Klauberg
|
|
Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Retirement
|
|
—
|
|
|
101,889
|
|
|
101,889
|
|
|
|
Death
|
|
—
|
|
|
795,006
|
|
|
795,006
|
|
|
|
Disability
|
|
442,017
|
|
|
795,006
|
|
|
1,237,023
|
|
|
|
Change in Control
|
|
442,017
|
|
|
795,006
|
|
|
1,237,023
|
|
|
|
Involuntary (without cause)
|
|
442,017
|
|
|
285,448
|
|
|
727,465
|
|
|
|
Voluntary
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The dollar amounts shown are in U.S. dollars. The amounts originally in Canadian dollars were converted using the average of the average exchange rates for each fiscal month during fiscal
2013
. Applying this formula to fiscal
2013
, CDN$1.00 was equal to US$
0.963
.
|
(2)
|
Amounts include the intrinsic value of 12 months of acceleration of vesting of stock options for the retirement termination scenario.
|
(3)
|
Amounts related to the retirement, 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 on
February 2, 2014
based on the fair market value of the stock on such date.
|
(4)
|
The share-based compensation expense recorded for accounting purposes may differ from the intrinsic value as disclosed in this column.
|
Meeting Attendance
|
|
||
In-person Board meeting
|
$
|
1,000
|
|
Telephonic Board meeting
|
500
|
|
|
Committee meeting
|
500
|
|
|
Annual Retainer
|
|
||
All directors
|
50,000
|
|
|
Additional Retainers
|
|
||
Chairman of the Board
|
50,000
|
|
|
Audit Committee Chair
|
20,000
|
|
|
Compensation Committee Chair
|
12,500
|
|
|
Nominating and Governance Committee Chair
|
10,000
|
|
|
Lead Director
|
50,000
|
|
Name
|
|
Fees Earned or Paid in Cash
($) |
|
Stock Awards
($) (1) |
|
Total
($) |
|||
Robert Bensoussan
|
|
61,102
|
|
|
105,361
|
|
|
166,463
|
|
Michael Casey
|
|
135,374
|
|
|
110,007
|
|
|
245,381
|
|
RoAnn Costin
|
|
59,500
|
|
|
110,007
|
|
|
169,507
|
|
William H. Glenn
|
|
58,500
|
|
|
109,278
|
|
|
167,778
|
|
Martha A.M. Morfitt
|
|
99,500
|
|
|
110,007
|
|
|
209,507
|
|
Rhoda M. Pitcher
|
|
84,000
|
|
|
110,007
|
|
|
194,007
|
|
Thomas G. Stemberg
|
|
96,049
|
|
|
110,007
|
|
|
206,056
|
|
Jerry Stritzke
(2)
|
|
48,511
|
|
|
36,662
|
|
|
85,173
|
|
Emily White
|
|
59,000
|
|
|
110,007
|
|
|
169,007
|
|
Dennis J. Wilson
|
|
145,389
|
|
|
110,007
|
|
|
255,396
|
|
(1)
|
The amounts in this column represent the expense recognized in fiscal
2013
by the company in accordance with FASB ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended
February 2, 2014
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
(2)
|
Mr. Stritzke resigned as a director in September 2013.
|
Name
|
|
Securities Underlying Restricted Stock Awards Granted During Fiscal 2013
(#)
|
|
Grant Date Fair Value of Securities Underlying Restricted Stock Awards Granted During Fiscal 2013
(1)
($)
|
||
Robert Bensoussan
|
|
1,711
|
|
|
110,017
|
|
Michael Casey
|
|
1,711
|
|
|
110,017
|
|
RoAnn Costin
|
|
1,711
|
|
|
110,017
|
|
William H. Glenn
|
|
1,711
|
|
|
110,017
|
|
Martha A.M. Morfitt
|
|
1,711
|
|
|
110,017
|
|
Rhoda M. Pitcher
|
|
1,711
|
|
|
110,017
|
|
Thomas G. Stemberg
|
|
1,711
|
|
|
110,017
|
|
Emily White
|
|
1,711
|
|
|
110,017
|
|
Dennis J. Wilson
|
|
1,711
|
|
|
110,017
|
|
(1)
|
The amounts in this column represent the grant date fair value of the restricted stock awards granted in fiscal
2013
by the company 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
February 2, 2014
for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards.
|
•
|
Our Audit Committee approves or ratifies such transaction in accordance with the terms of the policy; or
|
•
|
the Chairperson of our Audit Committee pre-approves or ratifies such transaction and the amount involved in the transaction is less than $500,000, provided that for the Related Party Transaction to continue it must be approved by our Audit Committee at its next regularly scheduled meeting.
|
Beneficial Owner
(1)
|
|
Number of Shares
Beneficially Owned (#)
|
|
Percent
|
||
Dennis J. Wilson
(2)
|
|
40,215,219
|
|
|
27.7
|
%
|
FMR LLC
(3)
|
|
17,283,483
|
|
|
11.9
|
%
|
82 Devonshire Street
|
|
|
|
|
||
Boston, MA 02109
|
|
|
|
|
||
Capital Research Global Investors
(4)
|
|
12,702,197
|
|
|
8.7
|
%
|
333 South Hope Street
|
|
|
|
|
||
Los Angeles, CA 90071
|
|
|
|
|
||
Thornburg Investment Management Inc.
(5)
|
|
11,586,310
|
|
|
8.0
|
%
|
2300 North Ridgetop Road
|
|
|
|
|
||
Santa Fe, NM 87506
|
|
|
|
|
||
Wellington Management Company, LLP
(6)
|
|
8,895,471
|
|
|
6.1
|
%
|
280 Congress St.
|
|
|
|
|
||
Boston, MA 02210
|
|
|
|
|
||
Laurent Potdevin
(7)
|
|
42,115
|
|
|
*
|
|
Robert T. Bensoussan
|
|
2,291
|
|
|
*
|
|
Michael Casey
(8)
|
|
43,653
|
|
|
*
|
|
RoAnn Costin
(9)
|
|
51,137
|
|
|
*
|
|
William H. Glenn
|
|
2,581
|
|
|
*
|
|
Martha A.M. Morfitt
(10)
|
|
77,275
|
|
|
*
|
|
Rhoda M. Pitcher
(11)
|
|
50,570
|
|
|
*
|
|
Thomas G. Stemberg
(12)
|
|
34,307
|
|
|
*
|
|
Jerry Stritzke
|
|
3,451
|
|
|
*
|
|
Emily White
(13)
|
|
5,266
|
|
|
*
|
|
John E. Currie
(14)
|
|
74,371
|
|
|
*
|
|
Tara Poseley
|
|
—
|
|
|
*
|
|
Delaney Schweitzer
(15)
|
|
47,383
|
|
|
*
|
|
Laura Klauberg
(16)
|
|
651
|
|
|
*
|
|
Christine M. Day
(17)
|
|
15,016
|
|
|
*
|
|
Directors and executive officers as a group (16 persons)
(2);(7)-(18)
|
|
40,665,286
|
|
|
28.0
|
%
|
(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
145,434,570
shares of our common stock outstanding as of
April 1, 2014
, provided that any additional shares of our common stock that a stockholder has the right to acquire within 60 days of
April 1, 2014
were deemed to be outstanding for purposes of calculating the stockholder’s percentage beneficial ownership.
|
(2)
|
Based on a Schedule 13G filed by Mr. Wilson with the SEC on February 14, 2014. Includes 29,520,956 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;
|
(3)
|
Based on a Schedule 13G/A filed by FMR LLC with the SEC on February 14, 2014. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC, Fidelity Growth Company Fund, and Edward C. Johnson 3d, may each be deemed to beneficially own the shares held by FMR LLC.
|
(4)
|
Based on a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 10, 2014.
|
(5)
|
Based on a Schedule 13G filed by Thornburg Investment Management Inc. with the SEC on April 8, 2013.
|
(6)
|
Based on a Schedule 13G filed by Wellington Management Company, LLP with the SEC on February 14, 2014.
|
(7)
|
Shares of common stock issued or issuable within 60 days of April 1, 2014 pursuant to options and/or restricted stock awards held by Mr. Potdevin.
|
(8)
|
Includes 40,202 shares of our common stock issuable upon exercise of options held by Mr. Casey that may be exercised within 60 days of April 1, 2014.
|
(9)
|
Includes 25,300 shares of our common stock issuable upon exercise of options held by Ms. Costin that may be exercised within 60 days of April 1, 2014.
|
(10)
|
Includes 7,214 shares of our common stock issuable upon exercise of options held by Ms. Morfitt that may be exercised within 60 days of April 1, 2014.
|
(11)
|
Includes 7,214 shares of our common stock issuable upon exercise of options held by Ms. Pitcher that may be exercised within 60 days of April 1, 2014.
|
(12)
|
Includes 14,510 shares of our common stock issuable upon exercise of options held by Mr. Stemberg that may be exercised within 60 days of April 1, 2014 and 1,860 shares owned in trust and received by such trust in a distribution made on a pro rata basis from Highland Entrepreneurs’ Fund VI, Limited Partnership and from Highland Management Partners VI Limited Partnership for no consideration in a transaction exempt under Rule 16a-9(a).
|
(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, 2014.
|
(14)
|
Includes 44,078 shares of our common stock issuable upon exercise of options held by Mr. Currie that may be exercised within 60 days of April 1, 2014.
|
(15)
|
Includes 28,103 shares of our common stock issuable upon exercise of options held by Ms. Schweitzer that may be exercised within 60 days of April 1, 2014.
|
(16)
|
Includes 2,512 shares of our common stock issuable upon exercise of options held by Ms. Klauberg that may be exercised within 60 days of April 1, 2014.
|
(17)
|
Includes 4,600 shares of our common stock issuable upon exercise of options held by Ms. Day that may be exercised within 60 days of April 1, 2014. Ms. Day resigned as our Chief Executive Officer and as a member of our board of directors effective as of January 20, 2014, and continued as an employee in an advisory capacity through February 2, 2014.
|
|
By order of the Board of Directors,
|
|
/s/ Laurent Potdevin
|
Laurent Potdevin
|
Chief Executive Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Abercrombie & Fitch Co. | ANF |
Macy's, Inc. | M |
The Gap, Inc. | GPS |
Kohl's Corporation | KSS |
Nordstrom, Inc. | JWN |
Ross Stores, Inc. | ROST |
The TJX Companies, Inc. | TJX |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|