The Chairman of the Board of Directors of Gildan Activewear Inc.
(GIL: TSX and NYSE) (“Gildan” or “the Company”) and the Board’s
Committee Chairs today issued an open letter to shareholders.
Dear Fellow Gildan Shareholders:
We are writing to you today to clarify the
record as to why the directors of Gildan recently came to the
unanimous decision to remove Glenn Chamandy as chief executive
officer and to outline the path forward under our new CEO Vince
Tyra.
We give Mr. Chamandy all the credit he rightly
deserves for co-founding Gildan Activewear and respect that he
built it into a successful public company. Throughout much of his
20-year tenure as CEO he drove exceptional growth and value
creation. Over the last four years, however, Mr. Chamandy has
struggled to find additional avenues of long-term organic growth.
Over the last two years, the Board’s trust and confidence in Mr.
Chamandy eroded gradually as we worked to hold him accountable for
delivering the next chapter of the company’s long-term growth
strategy as well as the development of his people. It is the
Board’s view that it was time to explore searching for a leader who
could better discharge these critical responsibilities for the
future.
The Board’s decision to hire a new CEO is based
on our joint responsibility to see that Gildan is well positioned
for future success. The business has grown in scale and complexity
and the challenges and opportunities that lie ahead call for a new
leader with new ideas and different skills.
The Board has had a robust succession process
underway for nearly two years. It was planned, deliberate and
professionally run, the exact way that a responsible public company
should approach succession.
The Board and Mr. Chamandy agreed to this formal
three-year CEO succession plan in December 2021. In January 2022,
we hired a leading executive search firm to begin the process of
conducting a search for a new CEO, including both internal and
external candidates. By September 2023, the search had narrowed to
a shortlist of candidates and Vince Tyra was selected by the Board
as CEO on December 10, 2023.
And while Mr. Chamandy had agreed to follow the
original succession timeline, he later worked to entrench himself
as CEO.
The most glaring example of that was his October
2023 proposal to the Board that we should actively pursue, within
weeks, high-risk and highly dilutive multi-billion-dollar
acquisitions that would shift Gildan away from its core area of
manufacturing experience. In addition, his request was to stay on
as CEO for several more years to implement such plan. If the Board
did not approve his timing, he told us repeatedly that he would
leave the company in the near-term and sell all of his shares.
We now know that Mr. Chamandy had no intention
of abiding by the agreed succession plan. He made that clear in his
own words while speaking to The Globe and Mail in an article on
December 16, 2023: “I had no intention of leaving. You
know, my view is that I would leave when I think the time is right
for the company.”
The Board is disappointed in Mr. Chamandy’s
attempts to inflict the maximum amount of disruption to Gildan’s
business in order to remain as CEO.
Vince is the right person to lead Gildan to the
next stage of its evolution and we look forward to his engaging
with our stakeholders. We are also proud that Chris Shackelton,
Co-Founder and Managing Partner of Coliseum Capital Management, has
accepted our invitation to join our Board. Coliseum has committed
to support Gildan’s Board and to grow its position with the hope of
becoming Gildan’s largest shareholder.
Change in a global enterprise is hard,
especially when it involves a transition from a founder CEO. We are
proud of our employees who work hard every day for our customers
and our shareholders and whose contribution continue to make Gildan
the exceptional company that it is today.
As fellow shareholders, we know that Gildan’s
best days are ahead. The Board looks forward to continuing to
engage with shareholders and welcoming their perspectives as Gildan
embarks on its next chapter.
Sincerely,
Donald C. Berg, Chair of the Board of
Directors
Maryse Bertrand, Chair of the Corporate
Governance and Social Responsibility Committee
Luc Jobin, Chair of the Audit and Finance
Committee
Shirley E. Cunningham, Chair of the Compensation
and Human Resources Committee
Caution Concerning Forward-Looking
Statements
Certain statements included in this press
release constitute “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and
Canadian securities legislation and regulations and are subject to
important risks, uncertainties, and assumptions. This
forward-looking information includes, amongst others, information
with respect to our objectives and strategies. Forward-looking
statements generally can be identified by the use of conditional or
forward-looking terminology such as “may”, “will”, “expect”,
“intend”, “estimate”, “project”, “assume”, “anticipate”, “plan”,
“foresee”, “believe”, or “continue”, or the negatives of these
terms or variations of them or similar terminology. We refer you to
the Company’s filings with the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission, as
well as the risks described under the “Financial risk management”,
“Critical accounting estimates and judgments”, and “Risks and
uncertainties” sections of our most recent Management’s Discussion
and Analysis for a discussion of the various factors that may
affect these forward-looking statements. Material factors and
assumptions that were applied in drawing a conclusion or making a
forecast or projection are also set out throughout such
document.
Forward-looking information is inherently
uncertain and the results or events predicted in such
forward-looking information may differ materially from actual
results or events. Material factors, which could cause actual
results or events to differ materially from a conclusion or
projection in such forward-looking information, include, but are
not limited to changes in general economic and financial conditions
globally or in one or more of the markets we serve and our ability
to implement our growth strategies and plans. These factors may
cause the Company’s actual performance in future periods to differ
materially from any estimates or projections of future performance
expressed or implied by the forward-looking statements included in
this press release.
There can be no assurance that the expectations
represented by our forward-looking statements will prove to be
correct. The purpose of the forward-looking statements is to
provide the reader with a description of management’s expectations
regarding the Company’s future financial performance and may not be
appropriate for other purposes. Furthermore, unless otherwise
stated, the forward-looking statements contained in this press
release are made as of the date hereof, and we do not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events, or otherwise unless required by applicable
legislation or regulation. The forward-looking statements contained
in this press release are expressly qualified by this cautionary
statement.
About Gildan
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®, Peds®, in addition to the
Under Armour® brand through a sock licensing agreement providing
exclusive distribution rights in the United States and Canada.
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 ESG program
embedded in the Company's long-term business strategy. More
information about the Company and its ESG practices and initiatives
can be found at www.gildancorp.com.
Investor inquiries:Jessy Hayem, CFAVice-President,
Head of Investor Relations(514) 744-8511jhayem@gildan.com |
Media inquiries:Geneviève GosselinDirector, Global
Communications and Corporate Marketing(514)
343-8814ggosselin@gildan.com |
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