Gildan Board Appears Intent on Denying Shareholders their Right to Vote
Turtle Creek Urges Gildan Board to End Their Destructive PR Campaign
Gildan Board Should Call the Special Meeting Without Delay
TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- 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 issued an open letter to the board of directors (the “Board”) of Gildan.
The full text of the open letter to the Board follows:
Donald C. Berg
Maryse Bertrand
Dhaval Buch
Marc Caira
Shirley E. Cunningham
Sharon Driscoll
Charles M. Herington
Luc Jobin
Craig A. Leavitt
Anne Martin-Vachon
Christopher S. Shackelton
Vince Tyra
c/o Donald C. Berg, Chair of the Board and Arun Bajaj, EVP, Chief HR Officer & Legal Affairs
600 de Maisonneuve Boulevard West, 33rd Floor
Montréal, Québec, H3A 3J2
Via email
Dear Directors,
As long-term owners of Gildan, we are deeply disappointed that the Board of a major corporation and a true Canadian success story has chosen to pursue a strategy that we believe is aimed at disenfranchising its shareholders by denying them the opportunity to allow their voices to be heard. It is a simple request – hold the requisitioned meeting of Gildan shareholders (the “Meeting) as you are required by statute to do, to allow shareholders to vote on the composition of the Board.
The Company’s latest disclosures suggest it may seize on a purported “foot fault”, under the guise of protecting “shareholder value”, to deny shareholder Browning West’s requisition for a Meeting. But in reality, your response is nothing more than an attempt to entrench yourselves. The Board is well aware of the widespread loss of confidence in its stewardship, made evident in the unprecedented public and private statements by a substantial percentage of Gildan’s shareholders.
You are entitled to make your case as to the reasons behind your ill-conceived, value destructive decision to terminate Gildan’s founder and CEO of over 20 years. But you are not entitled to stop the shareholders from voting on who they wish to represent them on the board of their company. And while we respect your right to communicate your reasons, we urge you to conduct yourselves in a professional manner. Your current destructive PR campaign of inferences and innuendo is, quite frankly, embarrassing to the Company and to each of you. For the sake of each of your reputations, and for the sake of the Company, we urge you to end it.
Members of the Board, do the right thing – call the Meeting without delay. Allow the shareholders, the owners of the Company, to exercise their statutory rights to vote for their representatives. You have a legal and moral responsibility to act as independent fiduciaries for shareholders, even when those shareholders disagree with you and seek to have you replaced. There is still time to change course and preserve your professional reputations. Do not let your advisors push you into an ugly and costly proxy fight that you are unlikely to win.
Sincerely,
Turtle Creek Asset Management
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 Gagnier
Gagnier Communications
(416) 305-1459
TurtleCreek@gagnierfc.com
