09:29:09 EDT Tue 07 May 2024
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Gildan Activewear Inc
Symbol GIL
Shares Issued 170,356,541
Close 2023-12-19 C$ 46.03
Market Cap C$ 7,841,511,582
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Gildan's board lays out reasons for Chamandy's ouster

2023-12-20 08:57 ET - Shareholders Letter

Mr. Donald Berg reports

GILDAN ACTIVEWEAR DIRECTORS ISSUE OPEN LETTER TO SHAREHOLDERS

The chairman of the board of directors of Gildan Activewear Inc. and the board's committee chairs have issued an open letter to shareholders.

Dear fellow Gildan shareholders,

We are writing to you today to clarify the record as to why the directors of Gildan recently came to the unanimous decision to remove Glenn Chamandy as chief executive officer and to outline the path forward under our new CEO, Vince Tyra.

We give Mr. Chamandy all the credit he rightly deserves for co-founding Gildan Activewear and respect that he built it into a successful public company. Throughout much of his 20-year tenure as CEO, he drove exceptional growth and value creation. Over the past four years, however, Mr. Chamandy has struggled to find additional avenues of long-term organic growth. Over the past two years, the board's trust and confidence in Mr. Chamandy eroded gradually as we worked to hold him accountable for delivering the next chapter of the company's long-term growth strategy as well as the development of his people. It is the board's view that it was time to explore searching for a leader who could better discharge these critical responsibilities for the future.

The board's decision to hire a new CEO is based on our joint responsibility to see that Gildan is well positioned for future success. The business has grown in scale and complexity, and the challenges and opportunities that lie ahead call for a new leader with new ideas and different skills.

The board has had a robust succession process under way for nearly two years. It was planned, deliberate and professionally run, the exact way that a responsible public company should approach succession.

The board and Mr. Chamandy agreed to this formal three-year CEO succession plan in December, 2021. In January, 2022, we hired a leading executive search firm to begin the process of conducting a search for a new CEO, including both internal and external candidates. By September, 2023, the search had narrowed to a shortlist of candidates, and Mr. Tyra was selected by the board as CEO on Dec. 10, 2023.

And while Mr. Chamandy had agreed to follow the original succession timeline, he later worked to entrench himself as CEO.

The most-glaring example of that was his October, 2023, proposal to the board that we should actively pursue, within weeks, high-risk and highly dilutive multibillion-dollar acquisitions that would shift Gildan away from its core area of manufacturing experience. In addition, his request was to stay on as CEO for several more years to implement such plan. If the board did not approve his timing, he told us repeatedly that he would leave the company in the near term and sell all of his shares.

We now know that Mr. Chamandy had no intention of abiding by the agreed succession plan. He made that clear in his own words while speaking to The Globe and Mail in an article on Dec. 16, 2023: "I had no intention of leaving. You know, my view is that I would leave when I think the time is right for the company."

The board is disappointed in Mr. Chamandy's attempts to inflict the maximum amount of disruption to Gildan's business in order to remain as CEO.

Mr. Tyra is the right person to lead Gildan to the next stage of its evolution, and we look forward to his engaging with our stakeholders. We are also proud that Chris Shackelton, co-founder and managing partner of Coliseum Capital Management, has accepted our invitation to join our board. Coliseum has committed to support Gildan's board and to grow its position with the hope of becoming Gildan's largest shareholder.

Change in a global enterprise is hard, especially when it involves a transition from a founder CEO. We are proud of our employees who work hard every day for our customers and our shareholders, and whose contributions continue to make Gildan the exceptional company that it is today.

As fellow shareholders, we know that Gildan's best days are ahead. The board looks forward to continuing to engage with shareholders and welcoming their perspectives as Gildan embarks on its next chapter.

Sincerely,

Donald C. Berg, chair of the board of directors, Maryse Bertrand, chair of the corporate governance and social responsibility committee, Luc Jobin, chair of the audit and finance committee, Shirley E. Cunningham, chair of the compensation and human resources committee

About Gildan Activewear Inc.

Gildan is a leading manufacturer of everyday basic apparel. The company's product offering includes activewear, underwear and socks, sold to a broad range of customers, including wholesale distributors, screenprinters or embellishers, as well as to retailers that sell to consumers through their physical stores and/or e-commerce platforms and to global lifestyle brand companies. The company markets its products in North America, Europe, Asia-Pacific and Latin America under a diversified portfolio of company-owned brands, including Gildan, American Apparel, Comfort Colors, Goldtoe and Peds, in addition to the Under Armour brand through a sock licensing agreement, providing exclusive distribution rights in the United States and Canada.

Gildan owns and operates vertically integrated, large-scale manufacturing facilities which are primarily located in Central America, the Caribbean, North America and Bangladesh. Gildan operates with a strong commitment to industry-leading labour as well as environmental and governance practices throughout its supply chain, in accordance with its comprehensive ESG program embedded in the company's long-term business strategy.

We seek Safe Harbor.

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