Gildan Board Should Call Special Meeting Without Delay
Turtle Creek Asset Management Inc. (“Turtle Creek”), a Canadian independent investment management firm with a 25-year history and a decade-long shareholder of Gildan Activewear Inc. (GIL: TSX and NYSE) (“Gildan”), today announced that it intends to support Browning West, LP’s five proposed director nominees at an anticipated requisitioned special meeting of Gildan shareholders (the “Special Meeting”) for the board of directors (the “Board”) of Gildan.
As Turtle Creek outlined in its letters to the Board on December 14, 2023 and December 20, 2023, the Board’s reckless and ill-conceived termination of CEO Glenn Chamandy, alienated long-time shareholders and exposed Gildan to significant risks including a loss of essential leadership, damaged employee morale, and threatened key customer relationships. The Board’s continued stonewalling and bald-faced entrenchment tactics in the face of a chorus of shareholder protests, both publicly and privately, led Turtle Creek to conclude that a significant reconstitution of the Board was essential.
We cannot recall a situation where shareholder objection to a board’s decision was so wide and so swift. And yet, in the face of this unprecedented opposition, the Board concocted a new narrative around Mr. Chamandy’s termination and then further alienated Gildan’s long-time shareholders by entering into a hasty agreement with a single shareholder which traded a board seat for voting support.
Turtle Creek has had the opportunity to independently review the backgrounds and qualifications of each of the nominees disclosed by Browning West in its open letter to shareholders released on December 29, 2023 and believes that they will add much needed accountability, skills, experience, and a shareholder-focused perspective to the Board. Turtle Creek intends to vote in favour of each nominee at the Special Meeting and believes a substantial majority of other shareholders conducting their respective independent reviews of the nominees will arrive at the same conclusion.
We believe that Gildan’s shareholders have lost confidence in the existing board. A swift resolution of this situation is imperative in order to arrest any further value destruction. An expeditious special meeting will allow all shareholder voices to be heard. The reconstituted board can then make the important decisions to course correct. Turtle Creek strongly discourages the Board from engaging in further entrenchment or delay tactics including around the timing of the Special Meeting or challenging the validity of Browning West’s requisition notice.
Each member of the Board should carefully consider how they conduct themselves in this matter. Investors across North America are watching closely.
No Solicitation
This press release does not constitute a solicitation of a proxy within the meaning of applicable laws, and accordingly, Gildan shareholders are not being asked to give, withhold or revoke a proxy.
Advisors
Davies Ward Phillips & Vineberg LLP is serving as Canadian legal counsel, Cleary Gottlieb Steen & Hamilton LLP is serving as United States legal counsel and Gagnier Communications is serving as communications advisor to Turtle Creek.
About Turtle Creek Asset Management Inc.
Turtle Creek is an independent investment management firm with a 25-year history. We manage over $5 billion for a clientele of high-net-worth families, institutions and wealth advisors. Turtle Creek is not your typical value investor. We are engaged shareholders focused on the long term. Turtle Creek is where the partners and our senior employees have all of their investable wealth. As a result, we are aligned with our fellow investors to an extent that few other firms can match.
For further information, please visit: https://www.turtlecreek.ca/
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Contacts
Riyaz Lalani & Dan Gagnier
Gagnier Communications
(416) 305-1459
TurtleCreek@gagnierfc.com
