07:37:05 EDT Tue 07 May 2024
Enter Symbol
or Name
USA
CA



Gildan Activewear Inc
Symbol GIL
Shares Issued 170,294,722
Close 2024-01-22 C$ 43.66
Market Cap C$ 7,435,067,563
Recent Sedar Documents

Gildan holder Turtle calls on board to hold meeting

2024-01-22 17:01 ET - News Release

An anonymous director reports

TURTLE CREEK ASSET MANAGEMENT RELEASES OPEN LETTER TO GILDAN BOARD CALLING ON IT TO CEASE ITS ATTEMPTS TO DISENFRANCHISE SHAREHOLDERS

Turtle Creek Asset Management Inc., a Canadian independent investment management firm with a 25-year history and a decade-long shareholder of Gildan Activewear Inc., has issued an open letter to the board of directors of Gildan.

The full text of the open letter to the board follows:

Donald C. Berg

Maryse Bertrand

Dhaval Buch

Marc Caira

Shirley E. Cunningham

Sharon Driscoll

Charles M. Herington

Luc Jobin

Craig A. Leavitt

Anne Martin-Vachon

Christopher S. Shackelton

Vince Tyra

Care of Mr. Berg, chair of the board, and Arun Bajaj, executive vice-president, chief human resource officer and legal affairs

600 de Maisonneuve Blvd. West, 33rd floor

Montreal, Que., H3A 3J2

Via e-mail

Dear directors,

As long-term owners of Gildan, we are deeply disappointed that the board of a major corporation and a true Canadian success story has chosen to pursue a strategy that we believe is aimed at disenfranchising its shareholders by denying them the opportunity to allow their voices to be heard. It is a simple request -- hold the requisitioned meeting of Gildan shareholders as you are required by statute to do, to allow shareholders to vote on the composition of the board.

The company's latest disclosures suggest it may seize on a purported foot fault, under the guise of protecting shareholder value, to deny shareholder Browning West's requisition for a meeting. But in reality, your response is nothing more than an attempt to entrench yourselves. The board is well aware of the widespread loss of confidence in its stewardship, made evident in the unprecedented public and private statements by a substantial percentage of Gildan's shareholders.

You are entitled to make your case as to the reasons behind your ill-conceived, value-destructive decision to terminate Gildan's founder and CEO of over 20 years. But you are not entitled to stop the shareholders from voting on who they wish to represent them on the board of their company. And while we respect your right to communicate your reasons, we urge you to conduct yourselves in a professional manner. Your current destructive PR campaign of inferences and innuendo is, quite frankly, embarrassing to the company and to each of you. For the sake of each of your reputations, and for the sake of the company, we urge you to end it.

Members of the board, do the right thing -- call the meeting without delay. Allow the shareholders, the owners of the company, to exercise their statutory rights to vote for their representatives. You have a legal and moral responsibility to act as independent fiduciaries for shareholders, even when those shareholders disagree with you and seek to have you replaced. There is still time to change course and preserve your professional reputations. Do not let your advisers push you into an ugly and costly proxy fight that you are unlikely to win.

Sincerely,

Turtle Creek Asset Management

Advisers

Davies Ward Phillips & Vineberg LLP is serving as Canadian legal counsel, Cleary Gottlieb Steen & Hamilton LLP is serving as United States legal counsel, and Gagnier Communications is serving as communications adviser to Turtle Creek.

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