A longtime REI member is taking legal action after the co-op refused to release information on the results of its recent Board of Directors elections.
As a consumer-cooperative, the Washington-based outdoor retailer holds annual elections in which active members vote for board candidates. In recent years, the elections have been noncompetitive, with only board-approved candidates appearing on the ballot. The company does not release information on the total number of votes cast — only which candidates received enough votes to be elected.
In a petition filed with Pierce County Superior Court last week, Mark Lloyd, a retired computer network engineer in Seattle, argued that the company has a legal obligation to make that information available to members like himself.
“I think this would be a good thing for a transparent co-op that’s beholden to its membership to do,” Lloyd said. “I believe strongly that the members should have enough information to help have a dialog on how that’s going to change.”
Lloyd is asking the court to require that REI provide the number of votes cast in recent elections; a breakdown of votes for and against each candidate; the total number of REI members; and a “detailed account of how board elections are performed and how results are compiled.” He is also asking the court to require REI to make that information available for future elections, and award reasonable legal fees associated with his petition.
In the wake of a heated 2025 Board of Directors election that saw members voting to reject the company’s handpicked board candidates, Lloyd argues that detailed election information is important for transparency and helping members move forward.
“When we have that information, I think we can have a much better conversation on how REI governance will be in the future,” Lloyd said.
Lloyd has sent REI nearly a dozen emails over the past year asking to review election records. After largely being ignored, he served the company with a formal written request in May, arguing that he is entitled to the information under Washington’s “Nonprofit Miscellaneous and Mutual Corporations Act,” which says “all books and records of a corporation may be inspected by any member or shareholder” for “any proper purpose at any reasonable time.”
In response, REI said it had reviewed his request, and determined that it did not identify a “proper purpose as required by statute.” (An REI spokesperson said in an email that the company is unable to comment on pending litigation.)
Lloyd disagrees with REI’s assessment. His petition argues that detailed election records serve the “proper purpose of ensuring electoral integrity and transparency in corporate governance.”
REI has more than 24 million members. Because the company is a co-op, those members are also technically owners of the company.
“It’s an interesting question: ‘What does that ownership mean?’” Lloyd said. “It’s not an equity ownership like a large corporation, but it has to mean something. And if it means anything, it means that the board and management have to have transparency to the ownership.”
'A very reasonable request'
Lloyd started shopping at REI as a Boy Scout in the 1960s. He became a member in the 1980s. Back then, board elections were competitive and democratic, he said: Any member who gathered enough signatures was eligible to appear on the ballot.
But elections grew more restrictive over time, as REI evolved from a local institution into a national, billion-dollar company. In the early 2000s, the board changed the rules so only candidates approved by the existing board could appear on the ballot. The board began nominating just one candidate per open seat, with members given the option to vote either “for” the nominees or to “withhold” their vote.
Lloyd said he tried to bring attention to REI’s governance process at the time, but didn’t have much luck. “This is not front-of-mind for a lot of people,” he said.
Things started to change in the 2020s as REI stores across the country began to unionize and labor organizers began criticizing REI’s election process as undemocratic.
In May 2024, Lloyd started emailing REI and asking for information on how many people voted in recent elections. He was met with silence.
“As a member this is a very reasonable request,” Lloyd wrote in a follow-up email in June. “Could you please respond.”
It wasn’t until February 2025, after sending six emails, that Lloyd received a reply from REI. The company’s assistant corporate secretary said they would follow up and respond with more information as soon as possible. The follow-up never came.
That winter, REI’s 2025 Board of Directors election was heating up. The REI Union had nominated two pro-labor candidates to run for open board seats, but the company blocked those candidates from appearing on the ballot, and instead put forward an uncontested slate of its own candidates. The union encouraged members to vote to “withhold” their votes in protest.
Around the same time, REI began receiving backlash from members upset over the company’s decision to sign onto an industry letter endorsing President Trump’s appointment of Doug Burgum as U.S. Interior Secretary. Co-op members were outraged over Burgum’s support for fossil fuel drilling on public lands, which seemed to fly in the face of REI’s stated progressive and environmentalist values. The endorsement was later rescinded, but many members were still outraged.
“It just added fuel to the fire,” Lloyd said. “I was already very interested in this, and then in the last year, the excrement hit the rotating device.”
This spring, in a show of protest over labor issues and the Burgum endorsement, REI members voted to reject the three candidates put forward by the board.
REI didn’t share how many votes each candidate received. A company spokesperson told Huffpost that REI does not release the full voting results because the outcome “is the primary issue.”
Lloyd disagrees. He thinks that information would add critical context to the ongoing debate over REI’s governance and broader identity.
When the election results were announced, Mary Beth Laughton, who took over as CEO in March, acknowledged that the company has work to do improve its relationship with members and employees.
“Going forward, I’m committed to elevating more member and employee voices,” Laughton said.
Lloyd thinks increased transparency would be a good start. He doesn’t think it’s too late for REI to turn things around.
“I’m sympathetic to the difficulties,” Lloyd said. “It’s a very interesting time for REI, and I do want REI to come out of all of this thriving.”
REI has yet to respond to Lloyd’s petition, which was filed on June 5. A hearing has been set for September 26.
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