08:54:52 EDT Thu 30 May 2024
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Gildan Activewear Inc
Symbol GIL
Shares Issued 168,589,957
Close 2024-05-14 C$ 47.17
Market Cap C$ 7,952,388,272
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Gildan talks director nominees in shareholder letter

2024-05-15 12:46 ET - Shareholders Letter

An anonymous director reports


Gildan Activewear Inc.'s board of directors has issued a letter to shareholders in connection with its future 2024 annual meeting of shareholders to be held on May 28, 2024.

At the 2024 annual meeting, activist investor Browning West is seeking to replace eight of Gildan's highly qualified directors with its own candidates, including its own co-founder, Peter Lee, and reinstall Glenn Chamandy as chief executive officer of the company. Gildan's board strongly urges shareholders to vote for all Gildan nominees, as well as Karen Stuckey and J.P. Towner, on the blue proxy card. The full text of the letter follows.

Dear fellow shareholder,

Your vote at Gildan's coming annual meeting on May 28, 2024, is critical to the future of our company. Browning West's attempt to gain control of our company without paying a premium, with the intention of removing Vince Tyra as CEO and reinstating Mr. Chamandy, poses a significant threat to the stability of your investment. The Gildan board strongly urges shareholders to protect the value of their investment by voting for all Gildan nominees as well as Ms. Stuckey and Mr. Towner on the blue proxy card.

In line with our commitment to regular and continuing board refreshment, we recently refreshed our board by appointing Timothy (Tim) Hodgson, Lewis L. (Lee) Bird III, Jane Craighead, Lynn Loewen and Les Viner as independent directors of the board; recommending the election of Browning West nominees Ms. Stuckey and Mr. Towner at the upcoming annual meeting; and appointing Mr. Hodgson as non-executive/independent chair of the board.

Gildan's newly refreshed board contains the right mix of fresh perspectives, historical continuity and investor input -- including five newly refreshed independent directors and four incumbent independent directors. Continuing the board's record of significant refreshment over the past several years, this new slate is strong, engaged and diverse, with a balanced mix of experience, skills and leadership expertise to execute the company's strategy and enhance value for all shareholders.

Gildan Activewear director nominees

After careful examination of Browning West's nominees and extensive engagement with shareholders, the board is recommending that shareholders elect Ms. Stuckey and Mr. Towner from Browning West's slate, as we believe their experience and background will be additive to the board and the company's growth agenda.

Conversely, Gildan's board believes that it would be disruptive to elect any of the remaining six members of the Browning West slate to the board and does not believe that these nominees would be additive to deliberations. Specifically, they would not add any skills or expertise to the company's board that are not already present in Gildan's refreshed slate, and would serve to impair continuity, and the deliberate and thoughtful refreshment process already under way at Gildan.

We have sought an amicable resolution with Browning West consistently over months of engagement. All good faith efforts by the company to reach a settlement, as well as offers to meet and vet their nominees, have been repeatedly rebuffed by the activist hedge fund, leaving no room for constructive engagement, let alone a go-forward resolution. Browning West is not willing to consider any alternative to reinstating the highly value destructive and disengaged former CEO Mr. Chamandy, and instead continues to run a costly, disruptive campaign at the expense of Gildan shareholders that is rooted in false claims.

The board is fully behind Mr. Tyra as CEO and looks forward to supporting him and Gildan's talented management team as we continue to execute and enhance the company's long-term strategy. In addition to launching his refreshed strategic priorities, Mr. Tyra has hit the ground running, and is highly visible and transparent among employees, investors, customers and all of Gildan's stakeholders:

  • Investors: In just his first few months on the job, Mr. Tyra has played a key role in the board's outreach to shareholders, including many of the 98 meetings across Gildan's top 25 shareholders. Those meetings greatly influenced the board's refreshment process and Mr. Tyra's revamped Gildan sustainable growth strategy.
  • Employees: He also visited 18 Gildan offices and manufacturing sites in his first 90 days as CEO, has held over 100 meetings with Gildan leaders, and held several interactive town halls while interacting with over 2,000 employees to create openness and start a two-way dialogue.
  • Customers and partners: Mr. Tyra has been highly present, frequently attending trade shows to reconnect with customers, and is in regular dialogue with Gildan's major partners to better understand their challenges and opportunities for the company.

We encourage Gildan shareholders to support Mr. Tyra in executing our long-term vision as well as our highly skilled, diverse, proven and recently refreshed board.

Vote the blue proxy card today

We look forward to seeing you at the 2024 annual meeting and for the opportunity to answer your questions, but if you cannot attend, it is important that your shares be represented. Whether or not you plan to attend the 2024 annual meeting, we urge you to read the management information circular carefully and to vote for all the recommended Gildan director nominees by using the enclosed blue proxy and not to vote for Browning West's director nominees, other than Ms. Stuckey and Mr. Towner. We encourage shareholders to disregard any gold proxy card sent to you by Browning West. Only the latest-dated proxy card will count at the annual meeting. As Gildan is using a universal proxy containing all the Gildan nominees as well as the other nominees proposed by Browning West, there is no need to use any other proxy regardless of how you propose to vote.

Thank you for your continued support of Gildan and please vote the blue proxy card today.


The Gildan board of directors

Questions? Need help voting?

Contact Kingsdale Advisors at 1-888-518-6813 or by e-mail at contactus@kingsdaleadvisors.com.

Do not wait -- vote your blue proxy today.

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.

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, environmental and governance practices throughout its supply chain in accordance with its comprehensive environmental, social and governance program embedded in the company's long-term business strategy.

We seek Safe Harbor.

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