Browning West Addresses Recent Media Reports That Highlight the Gildan Activewear Board’s Diligence Failures and Poor Judgement When Appointing Vince Tyra as CEO
March 13 2024 - 1:05PM
Business Wire
Believes the Board
Either Failed in its Diligence of Mr. Tyra or Willfully Overlooked
His Concerning Prior Behavior, Which Has Created Undue Conflicts
and Risks for Gildan
Exposes the Board’s
Effort to Ramp Up its PR Machine and Shift Blame onto Browning West
and Shareholders, Who Have Every Right to be Concerned About Their
Investment and Scrutinize the Selection of a Questionable
CEO
Urges the Board and Mr. Tyra to Immediately
Commence an Orderly Resignation Process and to Work
Expeditiously with Browning West to Substantially Reconstitute the
Board
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 issued the below statement.
“Recent media coverage and an independent research report
suggest the Board has presided over an egregious failure of due
care and judgement by overlooking Mr. Tyra’s seemingly
inappropriate relationship with a subordinate – who is currently an
executive at Gildan – during his time as CEO of Broder Bros. We
question if the Board uncovered this deeply troubling information
during its CEO search process and how the sitting directors got
comfortable appointing and retaining a CEO who felt it was
acceptable to maintain such a relationship with someone who worked
under him. We also question if the Board considered that the
historical relationship between these two executives creates undue
conflicts and risk for Gildan shareholders and employees.
No amount of deflecting and downplaying will allow the Board to
succeed in sweeping this inexplicable lapse in diligence and
judgement under the rug. To be clear, Browning West had absolutely
no role in the independent research report referenced in recent
media coverage and will pursue legal action against any parties
that claim otherwise. We believe it is important to emphasize this
point given that the Board has ramped up its PR machine and is
proactively contacting media in an effort to push blame onto
Browning West and shareholders, who have every right to be
concerned about their investments in Gildan and to scrutinize the
selection of a seemingly unfit CEO.
We urge Chairman Donald Berg and the Board, as well as Mr. Tyra,
to recognize that it is in the best interest of all Gildan
stakeholders to commence an orderly resignation process and work
with Browning West to reconstitute the majority of the Board. The
current directors have clearly failed in their assessment of Mr.
Tyra in light of his record of value destruction, lack of critical
manufacturing experience, and apparent decision to carry on a
relationship with a subordinate while he was CEO of Border Bros.
Now is the time for Gildan to agree to appoint all of the highly
qualified director candidates proposed by Browning West to the
Board, so that this unfortunate chapter in the Company’s history
can end. This will allow for Gildan to once again focus on growing
and strengthening its business and creating value for all of its
shareholders.”
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/20240313795990/en/
Browning West info@browningwest.com 310-984-7600
Longacre Square Partners Greg Marose / 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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