Gildan Activewear Inc. has revealed a refreshed Board of Directors that the company said has been “thoughtfully constructed based on extensive shareholder engagement.” The new Board is expected to guide the company’s next phase of growth under the leadership of current President and CEO Vince Tyra and ensure the previously announced sale process is conducted in a manner that will benefit all shareholders of Gildan.

The company is pleased to announce that its Board of Directors has appointed:

  • Timothy (Tim) Hodgson, former special advisor to Governor Carney at the Bank of Canada and former CEO of Goldman Sachs Canada;
  • Lewis L. (Lee) Bird III, former chairman and CEO of At Home Group Inc.;
  • Jane Craighead, former SVP Global Human Resources at Scotiabank;
  • Lynn Loewen, former president of Minogue Medical Inc.; and
  • Les Viner, former Managing Partner of Torys LLP, as independent directors of the Board.
  • The appointments are effective May 1, 2024.
  • The five new directors take the seats of outgoing directors Donald C. Berg, Maryse Bertrand, Shirley Cunningham, Charles Herington, and Craig Leavitt.

The Board said it decided that near-term board refreshment was in the best interests of Gildan. To facilitate a smooth transition process at this important junction, the new directors have been recent observers to the Board.

In addition, Luc Jobin and Chris Shackelton, members of the Special Committee supervising the ongoing sale process, will continue in their roles to help transition the Special Committee to the refreshed Board. They have informed the Board that they will not stand for re-election at the company’s 2024 Annual Meeting and will retire after the Annual Meeting.

The Board is recommending that shareholders vote for the elections of Karen Stuckey and J.P. Towner, who have been nominated by a shareholder, Browning West. The Board requested to interview all of Browning West’s candidates, but that request was declined. The company said that it was clear to the Board during deliberations, through prior consideration of potential candidates for board refreshment, and feedback received from shareholders and other stakeholders of the company, that Karen Stuckey and J.P. Towner would be additive to the Board as Gildan pursues its growth agenda. The Board said it does not believe that the rest of Browning West’s slate offers an increase in expertise or experience to Gildan’s business, and accordingly, they do not represent the best mix of Director candidates.

The Board is unanimously recommending and it is expected that the new Board as it will be constituted on May 1, 2024 will appoint Tim Hodgson as Independent / Non-Executive Chair, effective that day. With these changes, the company’s recommended slate of Director candidates for the 2024 Annual Meeting will include the following individuals:

  • Tim Hodgson, Independent / Non-Executive Chair
  • Lee Bird
  • Dhaval Buch
  • Marc Caira
  • Jane Craighead
  • Sharon Driscoll
  • Lynn Loewen
  • Anne Martin-Vachon
  • Vincent (Vince) J. Tyra, President & CEO
  • Les Viner
  • Karen Stuckey – recommended Browning West nominee
  • J.P. Towner – recommended Browning West nominee

The company said these individuals are highly qualified. The company’s nominees have been thoughtfully selected to serve on the Board of Directors following a robust recruitment process, including the hiring of an independent search firm, and extensive shareholder engagement. The Board possesses strong business and core industry experience and deep expertise in key functional areas, such as corporate governance, legal, ESG, and HR, which are needed to oversee Gildan in its next phase of growth.

“I look forward to working with this highly qualified Board and management team to realize the full benefits of Vince’s ambitious yet realistic plan to drive growth by enhancing the Gildan Sustainable Growth strategy,” said Tim Hodgson, incoming chair of Gildan. “The refreshed Board and I fully believe in Vince and his talented team as well as Gildan’s leading market position and growth prospects. Rest assured, I and every member of the Board and management team will continue to work tirelessly on behalf of all Gildan shareholders to ensure value is being maximized.”

“I am excited to lead Gildan forward with Tim and this world-class, reconstituted Board, and look forward to leveraging their deep, varied expertise and strengths as we aim to build value together through thoughtful execution and sustainable growth,” said Vince Tyra, president and CEO of Gildan.

In addition, the previously disclosed Support Agreement entered between Gildan and Coliseum Capital Management, LLC on December 17, 2023, remains in effect.

“Gildan is a great business with several compelling strategic paths available for continued value creation, and I am encouraged by the company’s focus and performance at this pivotal point in its evolution,” said Chris Shackelton, co-founder and managing partner of Coliseum Capital Management. “I am confident that the refreshed board has the right skills, commitment, and character to forge a bright future for the benefit of all shareholders.

The company said it a release that Shackelton has been valuable in helping to stabilize the company, evaluate opportunities for future growth, and ensure Gildan has the right long-term strategy and best possible Board in place. Coliseum intends to vote in favor of Gildan’s recommended slate of Director candidates at the 2024 Annual Meeting.

Update on Sale Process
The Board also provided an update today on its previously communicated sale process in response to the receipt of a confidential non-binding expression of interest to acquire Gildan:

“There continues to be external interest in acquiring the company and the process is ongoing. Due to the timing of the upcoming Annual Meeting, which the Board is fully committed to hold on May 28, as originally planned, we do not expect to make any further announcements on the potential sale process before then. We are confident that with the stability resulting from the resolution of the contested directors’ election issue at the Annual Meeting, the newly reconstituted Board that we are recommending to our shareholders will, if elected, pursue their fiduciary duties by reviewing such external interest and assessing it against the Company’s future plans.”

Gildan intends to file by April 29, 2024 its management proxy circular with the Canadian securities regulatory authorities on SEDAR+ in connection with its upcoming 2024 Annual Meeting to be held on May 28, 2024.

SEDAR is the Canadian equivalent to the U.S. SEC, or Securities and Exchange Commission.

Image courtesy Gildan Activewear, Inc.