SEC Form SC 13D/A filed by Gildan Activewear Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Gildan Activewear Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

375916103

(CUSIP Number)

Usman Nabi

Browning West LP

1999 Avenue of the Stars

Suite 1150

Los Angeles, California 90067

(310) 984-7600

Andrew M. Freedman

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 23, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Items 2(a) and (c) are hereby amended and restated as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 of the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(c)       The principal business of Browning West is serving as the investment manager of the Browning West Funds. Mr. Nabi serves as the managing member of Browning West UPG and the Chief Investment Officer of Browning West.

Item 3 is hereby amended and restated as follows:

The Shares beneficially owned by the Reporting Persons were purchased with the working capital of the Browning West Funds for which Browning West serves as investment manager (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 9,617,135 Shares beneficially owned by the Reporting Persons is approximately $267,245,278, including brokerage commissions.

Item 4 is hereby amended to add the following:

On May 23, 2024, the Issuer announced that its entire Board of Directors (the “Board”) had resigned en masse, accompanied by the resignation of CEO and President Vince Tyra, paving the way for (i) Browning West's entire eight-member slate of nominees to be appointed as the full Board and (ii) the reinstatement of co-founder Glenn Chamandy as the Issuer's Chief Executive Officer and as a director. This sweeping leadership change at the Issuer follows shareholders’ overwhelming votes in favor of Browning West’s director candidates, concluding a six-month proxy contest marked by persistent public calls from many shareholders for change that went unheeded by the previous Board.

The Reporting Persons announced in a press release (the “May 23 Press Release”) that all of Browning West’s nominees – Michael Kneeland, Glenn J. Chamandy, Michener Chandlee, Ghislain Houle, Mélanie Kau, Peter Lee, Karen Stuckey, and J.P. Towner – will be the sole slate at the Issuer’s Annual Meeting, held on May 28, 2024, and constitute the full Board moving forward. Michael Kneeland has been appointed as Chair, and Glenn Chamandy has been reinstated as CEO, ushering the Issuer into a new era of stability and growth.

Usman S. Nabi and Peter M. Lee expressed their gratitude on behalf of Browning West in the May 23 Press Release:

“We are deeply grateful for the outpouring of support that Browning West’s slate and plan have received from our fellow shareholders, Gildan employees, and leading proxy advisory firms. While we are disappointed that the Board ignored the clear will of its shareholders for so many months and spent tens of millions of shareholder capital in an effort to defend its mistakes, we are nevertheless gratified that the current Board has decided to cease its campaign activities and pave the way for an orderly and conclusive leadership transition.

Our directors are eager to begin working toward their common goal of delivering enhanced shareholder value, which begins with reinstating Glenn Chamandy as CEO. Glenn is a visionary leader with a track record of value creation, an unparalleled knowledge of Gildan’s manufacturing business, a deep connection with the Company’s employees and shareholders, and an impressive ability to foresee key industry shifts to keep Gildan one step ahead of competitors. He knows exactly what it will take to expand the Company’s already strong position alongside the newly reconstituted Board, including proven value creator Michael Kneeland, who the new Board intends to appoint as Chair.

Browning West and our entire director slate appreciate the thoughtful engagement we have had with Company stakeholders over the last several months. We also recognize that this is the first time in more than a decade that an overwhelming majority of shareholders and all leading proxy advisory firms – ISS, Glass Lewis, and Egan Jones – supported a full reconstitution of a board of directors. As a long-term, significant investor in Gildan, we take the responsibility of having a Browning West representative on the Board seriously and look forward to the opportunity to deliver enduring value for all Gildan stakeholders.”

Mr. Chamandy, the Issuer’s now reinstated CEO, expressed his excitement about returning to the role, emphasizing the Issuer's resilience and future potential under new leadership:

“I’m extremely excited to return as Gildan’s CEO and am gratified for the incredible support I have received from both shareholders and employees over the past six months. I’m proud of our dedicated employees for their hard work and focus through a tumultuous period. The resilience of the team and the high quality of our newly seated Board give me great confidence that Gildan’s best days are yet to come.”

Furthermore, Michael Kneeland, the Issuer’s newly appointed Chair of the Board, commented:

“Gildan has an impressive 40-year history anchored by strong long-term operating results, an outstanding employee base, and a founder who has demonstrated a clear ability to oversee an increasingly global business and has an unrivaled track record of value creation. It is an honor to be joining Gildan as Chair alongside Glenn and the entire slate of directors. We look forward to putting this contest behind us so that we can focus our energy on implementing our operating plan and positioning Gildan for long-term success. As independent directors, we will help usher in accountability and alignment at Gildan. The interests of the Company and its stakeholders will remain relentlessly in focus under the new Board.”

A copy of the May 23 Press Release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 168,589,957 Shares outstanding as of April 29, 2024, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 1, 2024.

A.       Browning West

Percentage: Approximately 5.7%

B.       Mr. Nabi

Percentage: Approximately 5.7%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 28, 2024

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D

Browning West, LP
(On Behalf of the Browning West Funds)