Turtle Creek Asset Management Responds to Gildan Board’s Governance Charade
23 Aprile 2024 - 8:07PM
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” or the “Company”), today responded to the latest
governance charade by the board of directors (the “Board”) of
Gildan and released the following statement:
From the outset of our private and public
communications with the Board, we have been very clear in our
singular desire for the Board to reverse its hasty, haphazard and
value destructive termination of Glenn Chamandy. Our meeting with
CEO Vince Tyra, his public statements to-date, and the Company’s
most recent and bizarrely staged “Investor Update” reinforced our
belief that the loss of Mr. Chamandy seriously impaired Gildan’s
ability to drive value for shareholders.
The Board’s embarrassing retreat in the face of
unprecedented shareholder opposition only proves that they care
about one thing and one thing only – themselves. Rather than facing
certain defeat at the upcoming 2024 annual and special meeting of
Gildan shareholders (the “Annual Meeting”), the Board has stampeded
for the exits, but not before hand-picking their replacements – a
collection of individuals who have already declared that they will
“stay the course”. We can’t fathom why the incoming board members
would throw their full support behind Mr. Tyra when his leadership
is opposed by so many shareholders, without first engaging with the
owners of the Company. The statement by the incumbent Board that it
decided that “near-term board refreshment was in the best interests
of Gildan” is ludicrous. The only thing that has been refreshed are
the directors’ names. The Board’s arrogance, intransigence, and
disdain for Gildan’s shareholders remains.
Over the past months, the Board has wasted
significant company resources in a desperate attempt to avoid
criticism for their terrible decision to replace Mr. Chamandy with
Mr. Tyra and to frustrate the owners of the Company. The Board has
engaged in a series of underhanded actions including character
assassination, the advancement of an ever-changing narrative for
its ill-conceived termination of Mr. Chamandy, legal maneuvers, a
seemingly failed process to attract bids for the Company that the
Board commenced at the worst possible time, and now a partial
reconstitution of the Board. Each of these actions has imposed
costs on Gildan’s shareholders, distracted the Company’s management
team, and impaired shareholder value.
The Board cloaked their selection of hand-picked
nominees in the language of “governance” and attacked the major
shareholders of Gildan who opposed their actions. The Company’s
incoming Chair reaffirmed the Board’s support for CEO Vince Tyra,
declaring that “[t]he refreshed board and I fully believe in
Vince”, which immediately exposed this pantomime of “change” being
perpetrated upon shareholders.
In a separate Bloomberg report, the incoming
Chair both disparaged and dismissed the owners of the Company,
calling them “the egos and the drama-seekers” and urging them to
“get away”. It is the Board who should check their egos and end the
drama. Reinstate Mr. Chamandy and fully endorse all eight of
Browning West’s nominees. Let’s turn the page on this surreal
chapter in Canadian governance history and get on with the business
of growing Gildan’s shareholder value.
We intend to support each of Browning West’s
nominees at the upcoming Annual Meeting.
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/
Contact
Riyaz Lalani & Dan GagnierGagnier Communications(416)
305-1459TurtleCreek@gagnierfc.com
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