MONTREAL, Jan. 29, 2024 (GLOBE NEWSWIRE) -- Gildan Activewear Inc. (GIL: TSX and NYSE) ("Gildan" or "the Company") today announces that its board of directors (the "Board") has called an annual and special meeting of shareholders (the "Meeting") to be held on May 28, 2024 (the "Meeting Date") in response to a shareholder requisition (the "Requisition") submitted by Browning West, LP and its affiliates (together, "Browning West"). Under the Requisition, Browning West is asking Gildan shareholders to vote to remove the majority of Gildan's directors and replace them with Browning West's eight nominees with the intention that those nominees will reinstate Glenn Chamandy as CEO.
Meeting Date
Following receipt of the Requisition, the Board constituted a Special Committee of directors (the "Committee"), consisting of a majority of directors who are not targeted by Browning West for removal, to review and make recommendations to the Board with respect to the Requisition. After careful and extensive deliberation, receiving the advice of professional advisors and several meetings to consider the inputs from shareholders, management and professional advisors, the Committee provided its unanimous recommendation to the Board with respect to the Requisition, which was based on a careful weighing of the following considerations, among others, and with the best interests of the Company and all shareholders and stakeholders of Gildan in mind:
- the request of Browning West that the meeting be held as soon as possible and its public statements that it feared the meeting would be delayed to the fall
- statements made by shareholders expressing support for a meeting to be held in the spring and a desire to limit the disruption to the business
- the timing of the Requisition would necessarily involve holding the annual and special meetings within a month or two of each other. Given that the Company's shares are widely-held and traditionally there is a strong shareholder turn-out (either present or represented by proxy) at its annual meetings, combining the annual and special meetings avoids multiple meetings addressing similar issues and eliminates the substantial potential for shareholder confusion and disengagement
- the Requisition seeks a reconstitution of a majority of the Board to gain control of the Company and the importance of providing all shareholders with a reasonable period of time to evaluate Browning West's proposal and understand its proposed plan for Gildan
- the selected meeting date will provide shareholders with an opportunity to assess CEO Vince Tyra's leadership of the Company so they can make the most informed decision about whom they assess is the best executive to lead Gildan
- material concerns regarding the validity of the Requisition given Browning West's violations of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), a U.S. antitrust law, and, as further described below, allowing sufficient time to seek declaratory relief from the Court
The ...