Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers;
On November 18, 2020, the board of directors of lululemon athletica inc.
appointed Kourtney Gibson as a member of the board of directors. Ms. Gibson is
president of Loop Capital Markets, an investment banking and brokerage firm,
where she started as an intern 20 years ago. Ms. Gibson received an M.B.A. from
the Kellogg School of Management at Northwestern University. She is on the board
of MarketAxess Holdings Inc., a global financial technology company
(Nasdaq:MKTX). She also sits on the board of trustees at the University of Miami
and Viterbo University as well as serves on the boards of the Dibia Dream
Foundation and Chicago Scholars Foundation. Ms. Gibson is a member of the
Economic Club of Chicago and the Treasury Market Practices Group sponsored by
the Federal Reserve Bank of New York. Ms. Gibson's experience will further
strengthen the financial expertise and acumen of the board.
The board of directors increased the size of the board from ten to eleven
members and appointed Ms. Gibson as a Class I director to fill the newly-created
vacancy. Although Ms. Gibson will serve as a member of the class of directors
whose terms expire at the 2023 annual meeting of stockholders, our stockholders
will have the opportunity to vote on her nomination as a continuing Class I
director at the next annual meeting of stockholders.
Ms. Gibson will receive compensation for her service as a director consistent
with that of our other non-employee directors. A description of our standard
compensation arrangements for non-employee directors is included in our proxy
statement filed with the SEC on April 20, 2020. We expect Ms. Gibson to enter
into our standard form indemnification agreement for non-employee directors, the
form of which is filed with the SEC as Exhibit 10.16 to our registration
statement on Form S-1, dated July 9, 2007.
On November 20, 2020, we announced that our board of directors has appointed
Meghan Frank as lululemon's chief financial officer, effective November 23,
2020. Ms. Frank joined lululemon in 2016 as our SVP, financial planning and
analysis, and has served as our interim co-finance lead since April 2020. Prior
to joining lululemon, she was the VP, merchandise planning, at Ross Stores and
before that, she was at J.Crew from 2006 to 2015, mostly recently as VP,
Financial Planning and Analysis.
In connection with Ms. Frank's appointment as CFO, we entered into an employment
agreement with Ms. Frank under which she will receive an annual base salary of
USD $550,000 and will be eligible to receive an annual target performance bonus
of 75% of her base salary for the applicable fiscal year, if specified financial
performance and individual performance goals are met for that year. Ms. Frank's
employment may be terminated by her or by us at any time, with or without cause.
In the event Ms. Frank voluntarily resigns or we terminate her employment for
cause, she will receive only her base salary then in effect and benefits earned
and payable as of the date of termination. In the event we terminate Ms. Frank's
employment without cause, subject to her compliance with the surviving terms of
the employment agreement and a non-compete, non-solicitation and
non-disparagement agreement and execution of a full release of claims, in
addition to the amounts described above, Ms. Frank will be entitled to severance
equal to 15 months of her then-current base salary.
The foregoing description of the principal terms of Ms. Frank's employment
agreement is qualified in its entirety by reference to the employment agreement,
a copy of which will be filed with our quarterly report on Form 10-Q for the
quarterly period ended November 1, 2020.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release issued on November 19, 2020.
99.2 Press release issued on November 20, 2020.
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