Browning West Files Lawsuit Against Gildan and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2024 Annual Meeting
Believes the Board Continues to Take Oppressive Actions Which Fundamentally Disregard the Rights and Interests of Shareholders
Asserts the Board’s Desperate, Wasteful and Self-Serving Entrenchment Tactics to Date Indicate That the Current Directors Will Do Anything to Preserve Their Current Positions
Requests That the
Files and Mails Information Circular
“Rather than assume accountability for its value-destructive decisions, we believe that the Board continues to take oppressive actions against shareholders, demonstrating that its priority is self-preservation. We are concerned that the Board will seek to delay the Annual Meeting that has been set for
The lawsuit asserts that Gildan and its Board have acted in a manner that unfairly disregards the rights and interests of shareholders by pursuing a strategy of entrenchment, obfuscation and disparagement of dissenting shareholders, improperly placing their own personal interests ahead of the interests of the Company and its shareholders, contrary to the reasonable expectations of
- Leaking corporate documents and confidential information to journalists and sharing this information with a third-party “governance expert” hired by the Board, while refusing to share those same documents and information with shareholders;
- Improperly soliciting proxies prior to filing a management information circular;
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Pursuing a meritless litigation with the primary purpose of undermining and delaying
Browning West and Gildan shareholders from exercising their rights;
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Launching unwarranted public attacks on
Browning West and imposing costs associated with defending meritless litigation in a clear attempt to deter and silence shareholders from raising their concerns publicly;
- Signing a “support agreement,” which was not in the best interest of the Company and includes Board representation rights for a shareholder who has a conflict of interest due to a significant ownership stake in one of Gildan’s largest customers;
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Attempting to justify its decision to terminate Gildan founder
Glenn Chamandy and nameVincent Tyra as Chief Executive Officer with a misleading and evolving set of explanations that directly contradict signed statements in Gildan’s prior annual reports; and
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Making groundless attacks on
Browning West , including false accusations of acting jointly or in concert with other shareholders, and collaborating improperly withMr. Chamandy while he was Chief Executive Officer of Gildan.
All Gildan stakeholders, including its employees and shareholders, require certainty as to the future direction of the Company, which can only be determined by the Board after the Annual Meeting has been held. The primary objective of this application is to ensure that the Board holds the 2024 Annual Meeting on
In furtherance of this objective,
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
Although
Advisors
About
Browning West is an independent investment partnership based in
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.
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Browning West
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Source: Browning West, LP