IN THE SUPREME COURT OF THE STATE OF DELAWARE

LABORERS’ DISTRICT COUNCIL § CONSTRUCTION INDUSTRY § PENSION FUND and HALLANDALE § BEACH POLICE OFFICERS AND § No. 358, 2016 FIREFIGHTERS’ PERSONNEL § RETIREMENT FUND, derivatively on § behalf of LULULEMON ATHLETICA, § Court Below: Chancery Court INC., § of the State of Delaware § Plaintiffs Below, § C.A. No. 11293 Appellants, § § v. § § ROBERT BENSOUSSAN, MICHAEL § CASEY, ROANN COSTIN, CHRISTINE § M. DAY, WILLIAM H. GLENN, § MARTHA A.M. MORFITT, RHODA M. § PITCHER, THOMAS G. STEMBERG, § JERRY STRITZKE, EMILY WHITE and § DENNIS J. WILSON, § § Defendants Below, § Appellees, § § - and - § § LULULEMON ATHLETICA, INC., a § Delaware Corporation, § § Nominal Defendant Below, § Nominal Appellee. §

Submitted: January 18, 2017 Decided: February 3, 2017 Before STRINE, Chief Justice; HOLLAND, VALIHURA, and VAUGHN, Justices; LEGROW, Judge,* constituting the Court en Banc.

ORDER

This 3rd day of February 2017, the Court having considered this matter after

oral argument and on the briefs filed by the parties has determined that the final

judgment of the Court of Chancery should be affirmed on the basis of and for the

reasons assigned by the Court of Chancery in its opinion dated June 14, 2016.1

NOW, THEREFORE, IT IS HEREBY ORDERED that the judgment of the

Court of Chancery be, and the same hereby is, AFFIRMED.

BY THE COURT:

/s/ James T. Vaughn, Jr. Justice

1 The Appellants’ argument that the New York Action could not be preclusive against them because their attempt to intervene in that case to protect their interests was denied, relying on Parkoff v. General Telephone & Electronics Corp., 425 N.E.2d 820 (N.Y. 1981), is waived because it was not fairly presented to the trial court. We are not persuaded that it should be considered under Rule 8.

* Sitting by designation under Del. Const. art. IV, § 12.