Glass Lewis Joins ISS in Recommending Gildan Activewear Shareholders Vote "FOR" ALL EIGHT of Browning West's Director Candidates, Including Former CEO Glenn Chamandy
Both Leading Proxy Advisory Firms Have Recommended Gildan Shareholders Vote "FOR" All Eight of Browning West's Nominees and WITHHOLD Support for the Board's Entire 10-Member Slate, Including Chair Tim Hodgson and Current CEO Vince Tyra
Glass Lewis Concludes That the Incumbent Board Made a "Poorly Reasoned Decision to Remove a Sitting CEO With a Favorable Track Record"
Glass Lewis Determines Browning West's Eight Strong Director Candidates Have "a More Compelling Path Forward for the Company"
Shareholders Are Encouraged to Vote "FOR" Browning West's Entire Eight-Member Slate on the GOLD Proxy Card and WITHHOLD Support for the Company's Nominees Ahead of the May 28th Annual Meeting
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 announced that a second independent proxy advisory firm, Glass, Lewis & Co. ("Glass Lewis"), has joined Institutional Shareholder Services Inc. ("ISS") in recommending that Gildan shareholders vote to elect all eight of Browning West's highly qualified director candidates on the GOLD Proxy Card at the upcoming Annual Meeting of Shareholders (the "Annual Meeting") on May 28, 2024.
Notably, Glass Lewis and ISS both recommended shareholders WITHHOLD support for all 10 of Gildan's nominees: Timothy Hodgson, Lewis Bird, III, Dhaval Buch, Marc Caira, Jane Craighead, Sharon Driscoll, Lynn Loewen, Anne Martin-Vachon, current CEO Vince Tyra, and Les Viner. Glass Lewis also recommended shareholders vote against Gildan's proposed executive compensation because it does not align with shareholders' interests.
Usman S. Nabi and Peter M. Lee of Browning West commented:
"We appreciate the ringing endorsement both leading independent proxy advisory firms have given our entire slate of director candidates. In their reports, both ISS and Glass Lewis rebuke the current Board and determine that it erred in terminating proven value creator Glenn Chamandy, which serves as a conclusive and independent validation of the arguments that we and many other shareholders have voiced since last December. Voting for our entire eight-member slate, as both ISS and Glass Lewis have recommended, is the only way to ensure that Mr. Chamandy is reinstated as CEO and that this unfortunate chapter in Gildan's history comes to an end. Our highly qualified slate of director candidates is excited about the opportunity to begin executing its superior operating plan to deliver value for all stakeholders."
In its report, Glass Lewis made the following comments regarding the incumbent Board's decisions and Browning West's highly qualified nominees:1
- "[…] and particularly in light of the overwhelming opposition to the change by several top shareholders, we believe the Dissident has a more compelling path forward for the Company, nominating eight strong candidates."
- "[…] the purported depth of the prior board's succession process does not, in our view, excuse what appears to have been a poorly reasoned decision to remove a sitting CEO with a favorable track record, particularly in favor of a replacement we, and many long term shareholders, consider offers inferior experience and expertise."
- "[…] we do not see sufficient evidence of value destruction at Gildan to have warranted the removal of Mr. Chamandy by the board in December 2023, which in and of itself illustrates concerns we have with the incumbent board's views on succession planning […]"
- "The resulting need for retention awards to continuing executives in FY2024 also suggests a poorly planned CEO transition."
- "Placing this contested situation in context, we are struck by the number of large, long-term shareholders that have come out against the incumbent board."
- "That the previous directors greeted profoundly negative investor feedback to its decision by botching a strategic review announcement, resigning before investors could hold them accountable and self-selecting their own replacements — purportedly based in large part on their willingness to simply endorse maintenance of a decidedly turbulent and unpopular status quo — is more troubling still."
- "Compounding this concern, in our view, is the determination by Gildan's briefly tenured chair to swiftly encourage ‘egos and drama-seekers' — seemingly a proxy for investors who have publicly disagreed with the Company's whirlwind reshuffle — to ‘get away', a tone and tenor which hardly seems to portend favorable discourse among shareholders who remain concerned with Gildan's current direction."
- "[…] we are perplexed by the Company's decision to enter into the Coliseum support agreement, particularly given Coliseum's relatively recent accrual of shares in the Company and an unclear vision of the need for the proceeds."
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Shareholders are encouraged to vote FOR Browning West's eight nominees and WITHHOLD on all 10 management nominees only using the GOLD proxy card. In order for your votes to be counted, you must submit your GOLD proxy or voting instruction form before 5 p.m. Eastern Time on May 23, 2024. If you have any questions or require assistance with voting your shares, please contact the proxy solicitation agent, Carson Proxy, at Toll Free: 1-800-530-5189 Local and Text: 416-751-2066 or Email: [email protected].
For more information on how to vote for the entire Browning West slate on the GOLD Proxy Card, download a copy of the full presentation, and sign up for important campaign updates, visit www.SuperchargeGildan.com. Visit SEDAR+ (www.sedarplus.ca) to review a copy of Browning West's Circular and related proxy materials, including a GOLD Proxy Card or voting instruction form.
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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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1 Permission to quote Glass Lewis was neither sought nor obtained. Emphasis added by Browning West. |
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