Browning West Announces Successful Replacement of Gildan Activewear’s (GIL) Entire Board of Directors with Full Eight-Member Slate
Key Summary: Browning West (5%) is concerned about CEO's abrupt termination and board's choices. They demand CEO reinstatement and may call a Special Meeting for changes. On Jan 23, 2024, Browning West voiced concern over Board's actions, citing value destruction, entrenchment tactics, and delay of Special Meeting, vowing to improve governance. On Jan 31, 2024, Browning West decided to nominate eight qualified candidates for the Board. On May 23, 2024, the entire Board and CEO Vince Tyra resigned, allowing Browning West's nominees to take over. Co-founder Glenn Chamandy was reinstated as CEO and director, following strong shareholder support for Browning West's candidates.Market Cap: $6.3 billion | Gildan Activewear Inc. manufactures and sells various apparel products in the United States, North America, Europe, Asia-Pacific, and Latin America.
On January 8, 2024, Browning West (5%) stated its concerns about the abrupt termination of CEO Glenn Chamandy and the appointment of Vince Tyra as his replacement by the company's board. It issued public letters (Dec 14, 2023, Dec 20, 2023, Dec 29, 2023) expressing its concerns and demands, including reinstating Chamandy, removing the board chair, and appointing a shareholder representative. Further, it stated that if the board continues to ignore its feedback, shareholders plan to requisition a Special Meeting to vote on removing directors and appointing its five candidates, which would potentially lead to changes in leadership. Source
Valuation insight
Browning West, in its letter dated December 14, 2023, opined that under Mr. Chamandy’s leadership, Gildan’s share price was poised to be worth $60 to $80 USD over the next two years, which represents an approximately 80% to 140% increase from the current price, which assumes that Mr. Chamandy delivers $4 of earnings per share and the stock re-rates to its historical valuation range.
On January 9, 2024, Browning West (5%) delivered a letter to the company to requisition a Special Meeting of Shareholders, seeking shareholder support at the upcoming Special Meeting to, (i) Remove eight of the incumbent directors, (ii) Appoint eight highly qualified director candidates to the Board.
On January 23, 2024, Browning West (5%) highlighted its concern regarding the Board's actions. It mentioned the requisition of a Special Meeting to vote on the reconstitution of the Board due to perceived value destruction and questionable leadership decisions. The Board was accused of resorting to entrenchment maneuvers, including seeking to invalidate Browning West's requisition based on antitrust allegations. The letter also criticized the Board's conduct, misinformation campaigns, and attempts to delay the Special Meeting. Browning West expressed determination to protect its investment and improve corporate governance at the company. Source
On January 29, 2024, the Company called an Annual and Special Meeting of Shareholders for May 28, 2024, in response to a requisition by Browning West seeking the removal and replacement of eight directors. In response, Browning West expressed disappointment in the Board's delay in setting the Meeting date and its legal actions. They emphasized that the delay seemed to protect an apparently unqualified CEO and criticized the distraction caused by the legal action.
On January 31, 2024, Browning West decided to nominate eight qualified candidates for the Board at the AGM rather than through a Special Meeting due to the Board's actions. They believe this approach simplifies the voting process, eliminates the need for legal tactics, and gives shareholders a chance to reject the CEO Vincent Tyra's record of value destruction.
On April 1, 2024, Browning West (5%) released an investor presentation outlining its plan to boost shareholder value and increase the company’s share price to over $60 by 2025 and exceeding $100 within the next five years. The presentation aimed to showcase the company’s potential under a new Board, featuring Browning West's director nominees, such as Michael Kneeland as Chair and Glenn Chamandy as CEO, in contrast to the potentially undervalued outcome of the company’s sale process. Browning West also issued a press release and launched a website for shareholders to access the presentation and related materials.
On April 22, 2024, the company announced a board refreshment strategy, appointing five new directors while five incumbents step down, effective May 1, 2024. The Board also indicated no further updates on the potential sale process before the Annual Meeting. In response, Browning West issued a press release critiquing the move as a defensive measure to avoid accountability and maintain Vince Tyra as CEO. They emphasized the Board's failure to reinstate Glenn Chamandy as CEO despite shareholder demand. Browning West questioned the qualifications of the new directors and reiterated support for their own slate, advocating for Glenn's return as CEO.
On May 23, 2024, the company announced that its entire Board had resigned en masse, accompanied by the resignation of CEO and President Vince Tyra, paving the way for (i) Browning West's entire eight-member slate of nominees to be appointed as the full Board and (ii) the reinstatement of co-founder Glenn Chamandy as the CEO and as a director. This sweeping leadership change at the company follows shareholders’ overwhelming votes in favor of Browning West’s director candidates. Source