ISS Recommends Gildan Activewear Shareholders Vote the GOLD Proxy Card “FOR” ALL EIGHT of Browning West’s Director Candidates, Including Former CEO Glenn Chamandy
Institutional Shareholder Services Inc. (ISS), a leading proxy advisory firm, has recommended Gildan Activewear shareholders vote for all eight of Browning West's director candidates, including former CEO Glenn Chamandy, using the GOLD Proxy Card at the May 28, 2024 Annual Meeting. ISS suggested withholding support for Gildan's ten-member board. ISS cited Gildan's strong performance under Chamandy and criticized the board's decision to remove him as weak and inconsistent. Browning West, holding 5% of Gildan's shares, aims to reinstate Chamandy and believes their nominees offer superior experience and governance.
- ISS recommends voting for Browning West's eight director candidates, including Glenn Chamandy.
- Gildan outperformed peers in share price and revenue growth under Chamandy's leadership.
- Browning West holds approximately 5% of Gildan's outstanding shares, indicating significant shareholder support.
- Browning West's nominees are presented as highly qualified with relevant industry experience.
- Browning West's campaign aims to provide superior governance and value creation.
- ISS recommends withholding support for the current ten-member board, including the Chair and CEO.
- The justification for Chamandy's removal is described as weak and inconsistent.
- Concerns are raised about the legacy board's decision-making and alignment with shareholder interests.
- The new CEO, Vince Tyra, lacks a recent track record as an operator in the industry.
- The decision to replace Chamandy is seen as puzzling and not based on performance or leadership qualities.
Insights
This announcement has significant implications for Gildan Activewear investors. The key issue centers on the reinstatement of Glenn Chamandy, the company's co-founder and former CEO. Historically, Chamandy has a strong track record of outperforming peers in both share price and revenue growth. ISS's endorsement of Browning West’s slate suggests a lack of confidence in the current board's decision-making, particularly the replacement of Chamandy.
Short-term impact: Expect potential volatility as shareholders react to the proxy fight. The market typically favors stability and the endorsement of a well-known figure like Chamandy could boost investor confidence. A potential reinstatement could lead to an appreciation in stock price as it might signify a return to a more successful strategy.
Long-term impact: A return of Chamandy could be beneficial if he can replicate past successes. However, investors should remain cautious about internal conflicts and the execution of new strategies. The necessity for a solid succession plan is paramount to ensure continuity and stability.
Overall, the endorsement of Browning West's nominees highlights substantial dissatisfaction with the current board and CEO, potentially signaling a shift towards a more favorable outlook if the recommendations lead to a change.
The ISS recommendation to elect Browning West's slate underscores significant concerns regarding the existing board's governance practices. The primary critique is the manner in which Chamandy was terminated, which appears inconsistent and not fully aligned with shareholder interests. This move has led to instability and a perceived misalignment of priorities.
Implications for shareholders: Effective corporate governance is important for long-term value creation. The proposed change could introduce a more shareholder-focused board that aligns better with investor expectations. The emphasis on experienced candidates with a credible track record in succession planning suggests a potential for more strategic and stable governance moving forward.
However, shareholders should be aware of potential risks associated with any board overhaul, including potential disruptions in company operations and shifts in strategic direction. The board's ability to transition smoothly and implement effective governance practices will be critical in maintaining investor confidence and driving long-term performance.
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
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.”
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“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.”
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“[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: info@carsonproxy.com.
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
About Browning West, LP
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.
1 Permission to quote ISS was neither sought nor obtained. Emphasis added by Browning West.
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Browning West
info@browningwest.com
310-984-7600
Longacre Square Partners
Charlotte Kiaie / Scott Deveau, 646-386-0091
browningwest@longacresquare.com
Pelican PR
Lyla Radmanovich / Mélanie Tardif, 514-845-8763
media@rppelican.ca
Carson Proxy
Christine Carson, 416-804-0825
christine@carsonproxy.com
Source: Browning West, LP
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