Browning West requisitions special meeting of Gildan shareholders

Browning West is a significant, long-term shareholder of Gildan Activewear, beneficially owning approximately 5.0% of the Company’s outstanding shares. Browning West issued a letter to shareholders announcing that it has requisitioned a Special Meeting of Shareholders for the purpose of providing shareholders an opportunity to reconstitute Gildan’s Board of Directors. In the letter, Browning West disclosed that it has expanded its slate of director candidates to eight members and is now seeking to remove a majority of the sitting directors. The Special Meeting is proposed to be convened without delay and will allow shareholders to install the following individuals: Michael Kneeland, Glenn Chamandy, Michener Chandlee, Ghislain Houle, Melanie Kau, Peter Lee, Karen Stuckey, and J.P. Towner. The letter read in part, “Browning West is a significant and long-term shareholder of Gildan, owning approximately 5.0% of the Company’s outstanding shares. We are pleased to announce that we have delivered a request to the Company to requisition a Special Meeting to be held without delay, which will provide shareholders an opportunity to reconstitute Gildan’s Board. It is critical that the Board hold the Special Meeting expeditiously, because with each passing day the current state of uncertainty is risking permanent damage to Gildan stakeholders. As a reminder, since Mr. Chamandy’s termination, Gildan’s stock has underperformed the most relevant index by 20%, implying that each of the Company’s Board members is already responsible for more than $1.2B of value destruction. Browning West has expanded its slate and is now seeking majority change in Gildan’s boardroom because new information has come to light in recent days indicating that the Board is deeply entrenched and is entirely unresponsive to shareholder demands. We would like to explain the reasons why we have expanded our slate from five to eight director candidates, which would represent a majority of the Board. Browning West and eight other independent shareholders, representing approximately 35% of Gildan’s outstanding shares, have expressed substantial concern over the Board’s actions and called for the immediate reversal of the Board’s significant missteps. Despite the unprecedented magnitude of shareholder demands, recent communications with the Board’s representatives and the Board’s own public statement have made it clear that the Board is far more entrenched than we had previously imagined. The urgent need for even more substantial change became apparent once we learned that the Board unanimously: will not consider the reinstatement of Glenn Chamandy as CEO, is committed to appointing Vincent Tyra to the CEO role, and is not willing to reconstitute the Board in a credible manner…We have urged the Board to refrain from taking further entrenchment actions and not employ tactics to unreasonably delay the Special Meeting. Any delay tactics will be a clear sign of further entrenchment, continued disregard for shareholders, and will increase the damage currently being inflicted on the Company and its stakeholders.”