Browning West Reacts to the Gildan Activewear Board’s Attempt to Simultaneously Delay and Cancel a Validly Requisitioned Special Meeting
January 29 2024 - 2:45PM
Business Wire
Notes the Board’s May 28th Meeting Date is
Nearly Five Months from the Date of
Browning West’s Requisition
Questions the Board’s Contradictory Decision
to Pursue Irrelevant and Wasteful Litigation to Cancel the Special
Meeting, While Claiming the Board Agrees With Feedback from a
Critical Mass of Shareholders That a Speedy Resolution is in the
Company’s Best Interest
Warns the Board’s Apparent Desperation and
Refusal to Convene a Timely Meeting Increase the Risk of Permanent
Damage to the Company
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 responded to the Company’s announcement that its
Board of Directors (the “Board”) has “called” a so-called annual
and special meeting of shareholders (the “Meeting”) to be held on
May 28, 2024, while also seeking to cancel the special meeting of
shareholders (the “Special Meeting”). This follows Browning West
submitting a valid requisition for the Special Meeting and
requesting the Board set a date in March 2024.
As a reminder, Browning West is seeking to reconstitute Gildan’s
Board and replace the following directors with ethical and
qualified candidates: Donald
Berg, Maryse
Bertrand, Marc
Caira, Shirley
Cunningham, Charles
Herington, Luc
Jobin, Craig
Leavitt, and Chris
Shackelton.
Usman S. Nabi and Peter M. Lee of Browning West commented:
“Through its actions, including refusing to set a timely date
for the Meeting, the Board is once again demonstrating a complete
disregard for sound corporate governance and a total lack of
respect for the will of shareholders. It appears the Board has
learned nothing from its recent string of ill-conceived decisions
and publicity stunts, which seem to have only succeeded in
alienating shareholders. Indeed, it is as if the Board is oblivious
to the fact that holders of approximately 35% of Gildan’s
outstanding shares publicly support our campaign and efforts to
expeditiously reinstate Glenn Chamandy as Chief Executive Officer.
It is clear to us – and presumably to all other Gildan shareholders
– that setting a Meeting date nearly five months after receiving a
valid requisition for a Special Meeting is a transparent attempt to
buy time for a seemingly unqualified Chief Executive Officer with a
record of value destruction and an entrenched Board.
With respect to Gildan’s comments regarding Browning West’s
requisition and the Company’s planned court application, we are
severely disappointed by the Board’s continued attempts to distract
shareholders by focusing on a U.S. regulatory question that is
entirely irrelevant to our valid requisition under Canadian law.
The Board has acknowledged in its own press release that it agrees
with the view of a critical mass of shareholders that a speedy
resolution of the current situation is in the Company’s best
interest, which is precisely what a more urgently called Special
Meeting would provide. Why then is the Board choosing to waste
shareholder resources on a legal action that does not change the
reality that Browning West – and more significantly, ~35% of
Gildan’s outstanding shares – clearly support holding a Special
Meeting? The Board is also fully aware that Browning West can
easily pivot from a Special Meeting and pursue the exact same Board
reconstitution through a regular proxy process. The only logical
explanation for why the Board is pursuing a legal challenge is that
it is being led astray by its high-priced legal advisors, who are
economically incentivized to recommend scorched-earth tactics. Any
legal action at this point only further impugns the Board’s
credibility and will serve as another justification for replacing a
majority of the sitting directors. Browning West is considering all
of its rights.
The Board should recognize Gildan’s 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. We urge the Board to reconsider its self-serving decision
and hold our requisitioned Special Meeting without unjustifiable
delay.”
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/20240129798906/en/
Browning West info@browningwest.com 310-984-7600
Longacre Square Partners Charlotte Kiaie / Scott Deveau,
646-386-0091 browningwest@longacresquare.com
Carson Proxy Christine Carson, 416-804-0825
christine@carsonproxy.com
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