Gratified That Board Leadership, Including the
Chairman and Every Committee Chair, Has Seemingly Acknowledged
Their Many Failures by Resigning En Masse
Question Why the Board Has Gone to Such Lengths
to Allow Vince Tyra to Remain CEO Despite His Track Record of Value
Destruction and Amid Unprecedented Shareholder Calls to Reinstate
Glenn Chamandy
Remind Shareholders That Electing the Full
Browning West Slate is the Only Clear Path to Reinstating Glenn
Chamandy as CEO to Generate Outstanding Shareholder Returns
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”) that
beneficially owns approximately 5.0% of the Company’s outstanding
shares and Glenn Chamandy, Gildan’s co-founder and former CEO,
today issued the following statements regarding the Company’s
defensive maneuver to add replacement directors to its Board of
Directors (the “Board”).
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 maneuver is its failure to reinstate
Glenn as CEO 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 favor 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 USD by the end of 2025 and $100 USD 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+ 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 CEO,
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 ESG 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 track records of value creation,
expertise in successful succession planning, relevant industry and
governance experience, as well as proven management and board
service pedigrees in Canada and the U.S.
Shareholders are encouraged to visit www.SuperchargeGildan.com
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+
(www.sedarplus.ca) to review a copy of Browning West’s information
circular and other relevant materials.
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 IMK is serving as
Quebec legal counsel. Longacre Square Partners is serving as
strategic advisor and Pelican PR is serving as public relations
advisor. 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/20240422774793/en/
Browning West info@browningwest.com 310-984-7600 Longacre Square
Partners Charlotte Kiaie / Scott Deveau, 646-386-0091
browningwest@longacresquare.com Pelican PR Lyla Radmanovich /
Mélanie Tardif, 514-845-8763 media@rppelican.ca Carson Proxy
Christine Carson, 416-804-0825 christine@carsonproxy.com
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