ISS Recommends Gildan Activewear Shareholders Vote the GOLD Proxy Card "FOR" ALL EIGHT of Browning West's Director Candidates, Including Former CEO Glenn Chamandy
A Leading Independent Proxy Advisory Firm Concludes "the Case to Reverse the Change at CEO Appears Compelling" and That "Chamandy's Reinstatement Should be Viewed as the Glue That Binds the Dissident Case Together"
ISS States That Gildan Outperformed Peers Based on Share Price and Revenue Growth Under Co-Founder and Former CEO Glenn Chamandy, and That "the Justification Provided for His Removal Is Weak and Inconsistent"
ISS Recommends Shareholders WITHHOLD Support for the Company's Entire 10-Member Slate, Including Chair Tim Hodgson and Current CEO Vince Tyra
Browning West Urges Shareholders to Vote "FOR" Its Entire Eight-Member Slate on the GOLD Proxy Card Ahead of Gildan's 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 Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended 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, ISS recommended shareholders WITHHOLD support for all 10 of Gildan's nominees: Timothy Hodgson, Lewis L. Bird, III, Dhaval Buch, Marc Caira, Jane Craighead, Sharon Driscoll, Lynn Loewen, Anne Martin-Vachon, current CEO Vince Tyra, and Les Viner.
Usman S. Nabi and Peter M. Lee of Browning West commented:
"We are pleased ISS has recommended shareholders elect our entire slate of director candidates, including Gildan co-founder and proven value creator Glenn Chamandy. The report from ISS is a resounding indictment of the incumbent Board, including directors new and old, which threw Gildan into chaos by terminating Mr. Chamandy late last year. Electing our entire slate of director candidates is the only way shareholders can ensure that Mr. Chamandy is reinstated and supported by qualified directors with relevant industry experience, track records of value creation, and best-in-class governance experience. This is also the only way that our slate's superior operating plan can be implemented to deliver enduring value for all stakeholders."
In its full report, ISS affirmed Browning West's case for change and agreed with Browning West's concerns regarding the Board's decision to terminate Mr. Chamandy:1
- "After considering the circumstances leading up to and since Chamandy's termination, the proposed operating plan, Chamandy's strong record and proven ability to execute the plan, the experience of the dissident slate, and the belief the dissident slate will better manage succession planning compared to the legacy board, the case to reverse the change at CEO appears compelling."
- "Chamandy's track record over several decades appears far less complicated than the rationale to push him out. It is also clear the board arrived at a choice that did not incorporate the views of a sizable contingent of shareholders which elected them, a sign that priorities may have been misaligned."
- "A review of Gildan's operational performance, shareholder returns, operating plan, and the circumstances surrounding the CEO change raises significant concerns regarding the legacy board's decision to replace Chamandy with new CEO Vincent Tyra."
- "The subsequent decision by a majority of these directors to resign and appoint their own replacements – a new slate that has reaffirmed the legacy board's decisions and has unambiguously thrown its support behind Tyra – only underscores these concerns."
- "The cardinal issue is that GIL's performance was better than the peer median for the one-, three-, five-, and ten-year periods ending on the date Chamandy was terminated, and the justification provided for his removal is weak and inconsistent."
- "At the same time, Mr. Tyra does not present a recent track record as an operator in the industry and Mr. Tyra's operating performance at Broder fails to establish him as a clearly superior option."
- "[…] it is puzzling the legacy board would remain so inflexible to the requests of the company's successful co-founder and CEO."
- "It is challenging to conclude Chamandy's removal boiled down to performance, leadership qualities, or vision."
ISS also noted the following with respect to Browning West's nominees and strategy:
- "Chamandy's reinstatement should be viewed as the glue that binds the dissident case together, including the operating plan and the collective experience of the dissident slate. This fight is fundamentally about reversing a decision and proceeding with a succession process that better reflects the company's requirements."
- "[…] the dissident is not seeking a dramatic shift in strategy or management, but the reinstatement of a former executive who has a long track record as a public company CEO."
- "The dissident's proposed chair, [Michael] Kneeland, came across as highly credible in engagement with ISS in terms of his competence, demeanor, and independence; his experience seems well suited to restart the company's succession process."
- "[Michael Kneeland and Mélanie Kau] should be considered as cornerstone candidates as they have completed successful succession processes at large public companies, with Kneeland bringing some added perspective having been an outgoing CEO."
- "[A] shareholder voice on the board should be valuable in the context of a proxy fight where many shareholders' views were not reflected in an important CEO appointment."
- "The campaign is not being led by the CEO himself, but by a long-term shareholder seeking to reinstate the CEO and nominate a largely independent board to provide oversight going forward."
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.
1 Permission to quote ISS was neither sought nor obtained. Emphasis added by Browning West.
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