Browning West Files Lawsuit Against Gildan and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2024 Annual Meeting
March 11 2024 - 4:30PM
Business Wire
Believes the Board Continues to Take
Oppressive Actions Which Fundamentally Disregard the Rights and
Interests of Shareholders
Asserts the Board’s Desperate, Wasteful and
Self-Serving Entrenchment Tactics to Date Indicate That the Current
Directors Will Do Anything to Preserve Their Current
Positions
Requests That the Quebec Court Compel Gildan
to Conduct the May 28th Annual Meeting Without Delay and With the
Oversight of an Independent Chair to Ensure Shareholders Have the
Opportunity to Hold the Current Board Accountable and Elect New
Leaders
Files and Mails Information Circular
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, has filed a lawsuit today with the Superior Court of Quebec
– Commercial Division (the “Quebec Superior Court”) against Gildan
and the Company’s Board of Directors (the “Board”) in order to
ensure the rights of shareholders are preserved in connection with
the May 28th, 2024 Annual Meeting of Shareholders (the “Annual
Meeting”).
Usman S. Nabi and Peter M. Lee of Browning West commented:
“Rather than assume accountability for its value-destructive
decisions, we believe that the Board continues to take oppressive
actions against shareholders, demonstrating that its priority is
self-preservation. We are concerned that the Board will seek to
delay the Annual Meeting that has been set for May 28th. This is
why we have filed an application with the Quebec Superior Court to
ensure that the Annual Meeting proceeds on the scheduled date
without delay or interference and that the rights of all
shareholders are protected with respect to the vote. In addition to
requesting that the Quebec Superior Court compel Gildan to hold the
Annual Meeting as scheduled without employing any delay tactics or
gamesmanship, we want to ensure all shareholders have their votes
counted and that the Annual Meeting be conducted fairly and
legally. As such, we are asking that an independent chair be
appointed to oversee the Annual Meeting. While we expect Gildan to
oppose Browning West’s application, we will not be deterred and
will continue to do whatever is necessary to ensure that all
shareholders have an opportunity to replace the directors whose
decisions have destroyed shareholder value and who have failed to
give due regard to the views of investors.”
The lawsuit asserts that Gildan and its Board have acted in a
manner that unfairly disregards the rights and interests of
shareholders by pursuing a strategy of entrenchment, obfuscation
and disparagement of dissenting shareholders, improperly placing
their own personal interests ahead of the interests of the Company
and its shareholders, contrary to the reasonable expectations of
Browning West, including by:
- Leaking corporate documents and confidential information to
journalists and sharing this information with a third-party
“governance expert” hired by the Board, while refusing to share
those same documents and information with shareholders;
- Improperly soliciting proxies prior to filing a management
information circular;
- Pursuing a meritless litigation with the primary purpose of
undermining and delaying Browning West and Gildan shareholders from
exercising their rights;
- Launching unwarranted public attacks on Browning West and
imposing costs associated with defending meritless litigation in a
clear attempt to deter and silence shareholders from raising their
concerns publicly;
- Signing a “support agreement,” which was not in the best
interest of the Company and includes Board representation rights
for a shareholder who has a conflict of interest due to a
significant ownership stake in one of Gildan’s largest
customers;
- Attempting to justify its decision to terminate Gildan founder
Glenn Chamandy and name Vincent Tyra as Chief Executive Officer
with a misleading and evolving set of explanations that directly
contradict signed statements in Gildan’s prior annual reports;
and
- Making groundless attacks on Browning West, including false
accusations of acting jointly or in concert with other
shareholders, and collaborating improperly with Mr. Chamandy while
he was Chief Executive Officer of Gildan.
All Gildan stakeholders, including its employees and
shareholders, require certainty as to the future direction of the
Company, which can only be determined by the Board after the Annual
Meeting has been held. The primary objective of this application is
to ensure that the Board holds the 2024 Annual Meeting on May 28th
without delay and involves an independent third party running the
Annual Meeting to ensure a fair and transparent process.
In furtherance of this objective, Browning West has decided that
now is the time to take active steps to communicate directly with
as many Gildan shareholders as possible and to solicit their
support in order to ensure that real and substantive change will
come to Gildan. Accordingly, Browning West has filed and commenced
the mailing of an information circular.
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/20240311166267/en/
Browning West info@browningwest.com 310-984-7600
Longacre Square Partners Greg Marose / Charlotte Kiaie,
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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