LULULululemon Athletica
Deals with insiders in the proxy filed 2025-04-29
Deals between LULU and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. This proxy is more than 15 months old. No newer annual proxy statement of LULU is stored, so the deals may not be current.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2024-04-25.
Procedures for Approval of Related Person Transactions“Certain transaction are deemed pre-approved by the committee, even if they exceed $120,000.”
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Procedures for Approval of Related Person Transactions“If the related person’s only relationship with the other company is as a director, an employee (other than an executive officer), or a greater-than-10% beneficial owner of that company; and • If the transaction does not exceed the greater of $1,000,000 or 2% of that company’s annual revenues.”
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No longer reported 2 paragraphs of the proxy filed 2024-04-25 with nothing like them this year
Procedures for Approval of Related Person Transactions“The audit committee has considered and adopted the following standing pre-approvals under the policy for transactions with related persons:”
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Procedures for Approval of Related Person Transactions“Any transaction where the related person's interest arises solely from the ownership of our stock and all holders of our common stock received the same benefit on a pro-rata basis; and • Any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.”
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New wording of the review policy 2 paragraphs without an amount or a name
Procedures for Approval of Related Person Transactions“Proportional benefits - any transaction where all stockholders benefit on a pro-rata basis.”
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Procedures for Approval of Related Person Transactions“Under the policy, a related person will be deemed not to have a material interest in the following categories of transactions, in the absence of facts or circumstances that indicate otherwise:”
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The whole section
10 paragraphs quoted as filed
Procedures for Approval of Related Person Transactions“Our board of directors has adopted a written policy for approval of transactions between lululemon and our directors or director nominees, executive officers, shareholders beneficially owning more than 5% of our stock, and each of their respective immediate family members, where the amount involved in the transaction exceeds $120,000 in a single fiscal year and the related person transaction has or will have a direct or indirect material interest. The policy provides that the audit committee reviews each transaction and determines whether or not to approve or ratify the transaction.”
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Procedures for Approval of Related Person Transactions“In determining whether to approve or ratify transactions subject to the policy, the audit committee considers, among other factors it deems appropriate, the related person's interest in the transaction and whether the transaction is on terms no less favorable to lululemon than terms that could have been reached with an unrelated third party.”
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Procedures for Approval of Related Person Transactions“Certain transaction are deemed pre-approved by the committee, even if they exceed $120,000.”
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Procedures for Approval of Related Person Transactions“Executive compensation - any compensation approved (or recommended for board approval) by the people, culture and compensation committee;”
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Procedures for Approval of Related Person Transactions“Director compensation - any compensation paid to a director if the compensation is required to be reported in our proxy statement;”
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Procedures for Approval of Related Person Transactions“Proportional benefits - any transaction where all stockholders benefit on a pro-rata basis.”
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Procedures for Approval of Related Person Transactions“Under the policy, a related person will be deemed not to have a material interest in the following categories of transactions, in the absence of facts or circumstances that indicate otherwise:”
Read it in the proxy ↗
Procedures for Approval of Related Person Transactions“If the related person’s only relationship with the other company is as a director, an employee (other than an executive officer), or a greater-than-10% beneficial owner of that company; and • If the transaction does not exceed the greater of $1,000,000 or 2% of that company’s annual revenues.”
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Transactions with Related Persons“We have determined there are no transactions required to be disclosed under Item 404(a) of Regulation S-K.”
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Transactions with Related Persons“We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, our certificate of incorporation, and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗