Browning West to Run Slate of Eight Highly Qualified Director Candidates for Election at Gildan Activewear’s Annual Meeting
January 31 2024 - 6:00AM
Business Wire
Chooses Annual Meeting Path to Simplify
Voting Process for Shareholders, Mitigate the Board’s Self-Serving
and Wasteful Legal Tactics, and Provide a Forum for Rejecting
Unqualified CEO and Director Vincent Tyra
Browning West, LP (together with its affiliates, “Browning West”
or “we”), which is a long-term shareholder of Gildan Activewear
Inc. (NYSE: GIL) (TSX: GIL) (“Gildan” or the “Company”) and
beneficially owns approximately 5.0% of the Company’s outstanding
shares, today announced that, after careful consideration, it has
decided to nominate a slate of eight highly qualified candidates
for election to the Board of Directors (the “Board”) at the
Company’s annual meeting of shareholders (the “Annual Meeting”)
scheduled for May 28, 2024, rather than via a special meeting of
shareholders (the “Special Meeting”).
Browning West initially chose to requisition a Special Meeting
because it was the fastest path to reverse the Board’s succession
mistakes. However, the Board has acted in a far more entrenched
manner than previously imagined and has both delayed and converged
the Annual Meeting with the Special Meeting. Because both meetings
are now being held on the same day, we believe there are several
advantages to utilizing the Annual Meeting path, rather than the
Special Meeting, including:
- Running a slate of director candidates at Gildan’s Annual
Meeting enables Browning West to simplify the voting process for
shareholders while accomplishing the same outcome. If the Board
had promptly convened our requisitioned Special Meeting,
shareholders would have been asked to vote on the removal
and election of directors. At the
Annual Meeting, all of the sitting directors’ terms will expire,
meaning shareholders will only be voting on the election of
candidates for the Board. This provides a cleaner and more
convenient format for shareholders to easily elect our slate of
eight highly qualified candidates in place of eight
value-destroying incumbents.
- Running a slate of director candidates at Gildan’s Annual
Meeting positions Browning West to eliminate the costly sideshow
created by the Board’s scorched earth legal tactics. Now that
the Board is finally allowing corporate democracy to play out at
the Annual Meeting, there is no need for these directors to
continue to waste precious shareholder capital on litigation aimed
at invalidating our requisition. Unlike the current Board, we are
focused on preserving value by minimizing the absurd level of
shareholder funds being wasted to aggressively attack the Company’s
largest owners.
- Running a slate of director candidates at Gildan’s Annual
Meeting allows shareholders to reject the seemingly unqualified
Chief Executive Officer Vincent Tyra, who has a troubling record of
value destruction. When Browning West submitted its requisition
for the Special Meeting on January 9, 2024, Mr. Tyra had not yet
been appointed as Chief Executive Officer and a member of the
Board. By focusing our efforts on the Annual Meeting, we can give
all Gildan shareholders the opportunity to reject Mr. Tyra and his
track record of value destruction in an unambiguous manner.
Usman S. Nabi and Peter M. Lee of Browning West commented:
“Although we are gratified that our efforts have resulted in
Gildan’s Board setting a date for a shareholder vote, we believe
the Board has once again embarrassed itself and impugned what
little credibility it has left in the lead-up to this week’s Annual
Meeting announcement. The Board responded to our January 9th
requisition by spending three weeks disregarding the feedback of
numerous long-standing shareholders, leaking misinformation about
Glenn Chamandy, and waging a low-road smear campaign and incessant
legal harassment of shareholders. Only under immense public
pressure has the Board reactively set an Annual Meeting date, which
is still nearly five months after it
received our valid Special Meeting requisition. While the Board
claims it will use some of this time to pursue a resolution with
us, this appears to be another instance of the Board’s entrenchment
tactics, particularly in light of the fact that the Company just
initiated litigation against us. We urge shareholders to continue
to judge this Board based on its actions rather than its seemingly
hollow words.
Gildan stakeholders have been suffering through a vacuum of
credible leadership for almost two months, and each day of delay
risks permanent damage to the Company. Now that we have pivoted,
the Board can no longer use the excuse of its wasteful court
process to delay the Annual Meeting, which should immediately be
moved forward to early May to align with recent years’ scheduling.
We also warn the Board to avoid any self-directed refreshes or
other maneuvers to insulate insiders from accountability. In our
view, the Board has completely forfeited its right to make material
decisions between now and the Annual Meeting.”
No Solicitation
This press release is for informational purposes only and is not
a solicitation of proxies. If Browning West determines to solicit
proxies in respect of any meeting of shareholders of the Company,
any such solicitation will be undertaken by way of an information
circular or as otherwise permitted by applicable Canadian corporate
and securities laws.
Disclaimer for Forward-Looking Information
Certain information in this news release may constitute
“forward-looking information” within the meaning of applicable
securities legislation. Forward-looking statements and information
generally can be identified by the use of forward-looking
terminology such as “outlook,” “objective,” “may,” “will,”
“expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,”
“plans,” “continue,” or similar expressions suggesting future
outcomes or events. Forward-looking information in this news
release may include, but is not limited to, statements of Browning
West regarding (i) how Browning West intends to exercise its legal
rights as a shareholder of the Company, and (ii) its plans to make
changes at the Board and management of the Company.
Although Browning West believes that the expectations reflected
in any such forward-looking information are reasonable, there can
be no assurance that such expectations will prove to be correct.
Such forward-looking statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements including, without limitation, the risks that (i) the
Company may use tactics to thwart the rights of Browning West as a
shareholder and (ii) the actions being proposed and the changes
being demanded by Browning West, may not take place for any reason
whatsoever. Except as required by law, Browning West does not
intend to update these forward-looking statements.
Advisors
Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans
LLP is serving as Canadian legal counsel, and Longacre Square
Partners is serving as strategic advisor to Browning West. Carson
Proxy is serving as proxy advisor.
About Browning West, LP
Browning West is an independent investment partnership based in
Los Angeles, California. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240131425433/en/
Browning West info@browningwest.com 310-984-7600
Longacre Square Partners Greg Marose / Charlotte Kiaie,
646-386-0091 browningwest@longacresquare.com
Carson Proxy Christine Carson, 416-804-0825
christine@carsonproxy.com
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