Reconstituting Gildan Activewear's Board of Directors: Browning West Calls for Special Meeting

Introduction

Gildan Activewear Inc., a leading apparel manufacturing company, is currently facing significant pressure from Browning West, LP, a long-term shareholder. Browning West has requisitioned a Special Meeting of Shareholders to provide an opportunity for shareholders to reconstitute Gildan's Board of Directors. In this article, we will explore the reasons behind Browning West's actions and the potential impact on Gildan's future.

The Urgent Need for Change

Browning West has expanded its slate of director candidates to eight members, seeking to remove a majority of the sitting directors. The firm believes that significant change is urgently needed at Gildan to protect long-term shareholder value. Browning West is not alone in its concerns, as eight other independent shareholders, representing approximately 35% of Gildan's outstanding shares, have also expressed substantial concern over the Board's actions.

Board's Entrenchment and Unresponsiveness

Recent communications with the Board and the Board's own public statement have revealed that the Board is deeply entrenched and unresponsive to shareholder demands. The Board has made it clear that it will not consider reinstating Glenn Chamandy as CEO, despite shareholder interest. In addition, the Board intends to employ delay tactics and baseless litigation against shareholders who are calling for change.

Disparaging Gildan's Historical Performance

The Board has deliberately disparaged Gildan's strong historical results and growth prospects. However, Gildan has achieved significant growth in revenue and earnings per share over the past four years, driven by market share gains. The Board's attempts to diminish the company's historical performance are harmful to shareholders and disrespectful to the management team and employees who have worked hard to position Gildan for success.

Browning West's Director Nominees

Browning West's slate of highly qualified director candidates brings diverse expertise and a track record of value creation. The nominees include:

1. Michael Kneeland (Non-Executive Chair and Former CEO of United Rentals, Inc.)

2. Glenn Chamandy (Co-Founder and Former CEO of Gildan Activewear)

3. Michener Chandlee (Former Chief Risk Officer for NIKE, Inc. and Former CFO of Fanatics Commerce)

4. Ghislain Houle (Executive VP and CFO of Canadian National Railway Company)

5. Mélanie Kau (Chair of the HR and Corporate Governance Committee at Alimentation Couche-Tard Inc.)

6. Peter Lee (Co-Founder and Partner of Browning West)

7. Karen Stuckey (Former SVP at Walmart Inc.)

8. J.P. Towner (Former CFO of Dollarama Inc. and Current CFO of RONA inc.)

Each nominee brings unique experience and expertise that will be valuable in reconstituting the Board and ensuring the long-term success of Gildan.

Protecting Long-Term Shareholder Value

Browning West believes that installing its majority slate at the Special Meeting will help protect Gildan and long-term shareholder value. The firm's nominees have a proven track record of value creation, expertise in successful succession planning, and relevant industry and governance experience. By reconstituting the Board, Browning West aims to appoint new leadership that can steer Gildan in the right direction and unlock its full potential.

Conclusion

Browning West's requisition of a Special Meeting of Shareholders at Gildan Activewear is a response to the Board's entrenched and unresponsive behavior. The firm's expanded slate of highly qualified director candidates aims to remove a majority of the sitting directors and bring about much-needed change at the company. By installing its majority slate, Browning West aims to protect Gildan and ensure long-term shareholder value. Shareholders will have the opportunity to vote on these changes at the upcoming Special Meeting.