Gildan Activewear announces board refreshment

Gildan Activewear announced a refreshed board of directors that has been constructed based on shareholder engagement. The new board will guide the company’s next phase under the leadership of president and CEO Vince Tyra and ensure the previously announced sale process is conducted. The company is pleased to announce that its board of directors has appointed Timothy Hodgson, former special advisor to Governor Carney at the Bank of Canada and former CEO of Goldman Sachs Canada, Lewis Bird III, former chairman and CEO of At Home Group, Jane Craighead, former senior VP global human resources at Scotiabank, Lynn Loewen, former president of Minogue Medical and Les Viner, former managing partner of Torys LLP, as independent directors of the board, effective May 1. The five new directors take the seats of directors Donald Berg, Maryse Bertrand, Shirley Cunningham, Charles Herington, and Craig Leavitt. The board decided that near-term board refreshment was in the best interests of Gildan. To facilitate a transition process at this important junction, the new directors have been recent observers to the board. In addition, Luc Jobin and Chris Shackelton, members of the special committee supervising the ongoing sale process, will continue in their roles to help transition the special committee to the refreshed board. They have informed the board that they will not stand for re-election at the Company’s 2024 annual meeting and will retire after the meeting. The board recommends that shareholders vote for the elections of Karen Stuckey and J.P. Towner, who have been nominated by a shareholder, Browning West. The board requested to interview all of Browning West’s candidates, but that request was declined. It was clear to the board during deliberations, through prior consideration of potential candidates for board refreshment, and feedback received from shareholders and other stakeholders of the company, that Karen Stuckey and J.P. Towner would be additive to the board as Gildan pursues its growth agenda. The board does not believe that the rest of Browning West’s slate offers an increase in expertise or experience to Gildan’s business, and accordingly, they do not represent the best mix of Director candidates. The board unanimously recommends and it is expected that the new board as it will be constituted on May 1 will appoint Tim Hodgson as independent / non-executive chair, effective that day. “Over the past five months, Gildan’s Board has engaged with, welcomed and sought out the views of the Company’s shareholders including Browning West and their supporters. Our first choice has always been to resolve this unnecessary proxy contest in a mutually agreeable manner that benefits all shareholders of Gildan. Throughout this process, the Board has sought to maintain open lines of communication with Browning West, including discussing numerous settlement possibilities that balance Browning West’s interests with those of Gildan’s broader shareholder base. The Board and management team have held 87 meetings with shareholders, including multiple meetings with Gildan’s top 25 shareholders and those who Browning West has deemed as supportive. Through that engagement, it was evident that there was not unanimous support for the Browning West nominees – even amongst those who Browning West counts publicly as supportive. Specifically, there was concern about Mr. Chamandy returning to the Company, that the nominees were selected by Browning West without input from other shareholders, and about providing Browning West with unchecked control of the Company. It became clear that the type of board that shareholders wanted to see moving forward was a board that balanced fresh perspectives with historic knowledge; previous board experience with a focus on governance, industry, and manufacturing experience; and one that was responsive to the views of shareholders. With this significant input from shareholders, the Corporate Governance and Social Responsibility Committee, which included members who were not targeted by Browning West, conducted an extensive recruitment process with the assistance of an external independent recruitment firm. Our slate strikes a balance between ensuring the Board retains historical continuity during a period of transition and provides fresh perspectives to ensure it continues to serve its important oversight function on behalf of all shareholders. In Browning West’s rush to get the board they wanted – and in their unwillingness to engage constructively – they overlooked one obvious fact that underscores how needless their actions of the last four months have been: The Board has always been open to and pursued proactive refreshment to ensure the right balance of fresh perspectives and historical continuity. This includes a regular pattern of planned refreshment. If this is about governance and expertise required for the future success of the company, as Browning West asserts, then they should have no problem supporting this board. But if this is about putting their interests first and getting the board they picked with no checks and balances as shareholders have expressed concern about, then they will continue to drive forward with the slate they, not other shareholders, have picked. The new Board greatly appreciates the support and leadership that Donald, Maryse, Shirley, Luc, Charles, Craig, and Chris provided Gildan and wish them the best.”