06:32:48 EDT Sat 04 May 2024
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or Name
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Gildan Activewear Inc
Symbol GIL
Shares Issued 168,585,445
Close 2024-04-22 C$ 47.83
Market Cap C$ 8,063,441,834
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Gildan dissident Browning talks up its director slate

2024-04-22 17:02 ET - News Release

Mr. Usman Nabi of Browning West reports

BROWNING WEST AND GLENN CHAMANDY COMMENT ON GILDAN ACTIVEWEAR'S DEFENSIVE AND REACTIONARY BOARD REFRESHMENT

Browning West LP, which is a long-term shareholder of Gildan Activewear Inc., has issued the following statements regarding the company's defensive manoeuvre to add replacement directors to its board of directors.

Usman S. Nabi and Peter M. Lee of Browning West commented: "The board's list of failures grows by the week: beginning with its botched succession process, followed by numerous diligence failures, a reactive and misguided sale process, and now a desperate and defensive board refreshment. The most glaring omission in the board's latest manoeuvre is its failure to reinstate Glenn as [chief executive officer] and its unwavering commitment to Vince Tyra -- including from new directors -- despite his record of value destruction and poor personal judgment. The reinstatement of Glenn has been a central and consistent demand from an unprecedented mass of shareholders, which the board refuses to acknowledge in favour of its own interests. It is also clear that the newly announced directors are objectively less qualified than Browning West's director candidates, who possess best-in-class track records of value creation and relevant experience. It is critical for shareholders to understand that only through the appointment of our full slate can Glenn return as CEO and implement our superior value creation plan, which is designed to deliver a stock price of over $60 (U.S.) by the end of 2025 and $100 (U.S.) within five years.

"Contrary to the board's false and misleading statements, support for Glenn and our full slate is growing and stronger than ever. While we are gratified that every single incumbent director responsible for the board's many failures is stepping aside, we are disappointed that it is due in part to the board's relentless focus on protecting Vince Tyra to avoid accountability. We remain steadfast in our belief that the election of each of our eight highly qualified directors and Glenn's return as CEO represent the best path forward for Gildan. Considering the board has a history of diligence failures and recruiting underqualified executives, it has not earned the right to hand-select its own replacement directors. Finally, we believe that today's announcement was likely triggered by the collapse of the board's reactive sale process, which it is clearly trying to bury in the 2,500-plus-word press release. It is time for Gildan's board to immediately cease its excessive and wasteful spending of shareholder capital on its misguided sale process and numerous entrenchment tactics."

Glenn Chamandy, Gildan's co-founder and former chief executive officer, commented: "When I return to Gildan as CEO, I want to be supported by the highest-quality board with relevant experience. I have spent time with members of the Browning West slate and believe they possess necessary track records of value creation, expertise in successful succession planning and corporate governance, and relevant operational, industry, and [environmental, social and governance] experience. In addition, it is critical that I am supported by a chairman who has a strong record as an operating CEO and chair, which Mike Kneeland clearly possesses, and that there is an owners' mindset in the boardroom, which Peter Lee of Browning West clearly possesses. The Browning West slate represents the best board for all Gildan stakeholders."

As a reminder, Browning West is seeking to elect eight highly qualified and independent director candidates to Gildan's board at the annual meeting of shareholders on May 28, 2024. Browning West's director candidates possess strong records of value creation, expertise in successful succession planning, and relevant industry and governance experience, as well as proven management and board service pedigrees in Canada and the United States.

Shareholders are encouraged to visit the supercharge Gildan website to download a copy of the slate's operating plan, learn how to vote for Browning West's slate of highly qualified director candidates and sign up for important campaign updates. Visit SEDAR+ to review a copy of Browning West's information circular and other relevant materials.

Advisers

Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans LLP is serving as Canadian legal counsel and IMK is serving as Quebec legal counsel. Longacre Square Partners is serving as strategic adviser, and Pelican PR is serving as public relations adviser. Carson Proxy is serving as proxy adviser.

About Browning West LP

Browning West is an independent investment partnership based in Los Angeles, Calif. The partnership employs a concentrated, long-term and fundamental approach to investing, and focuses primarily on investments in North America and Western Europe.

Browning West seeks to identify and invest in a limited number of high-quality businesses and to hold these investments for multiple years. Backed by a select group of leading foundations, family offices and university endowments, Browning West's unique capital base allows it to focus on long-term value creation at its portfolio companies.

We seek Safe Harbor.

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