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     101  0 Kommentare Browning West Files Lawsuit Against Gildan and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2024 Annual Meeting

    Browning West, LP (together with its affiliates, “Browning West” or “we”), which is a long-term shareholder of Gildan Activewear Inc. (NYSE: GIL) (TSX: GIL) (“Gildan” or the “Company”) and beneficially owns approximately 5.0% of the Company’s outstanding shares, has filed a lawsuit today with the Superior Court of Quebec – Commercial Division (the “Quebec Superior Court”) against Gildan and the Company’s Board of Directors (the “Board”) in order to ensure the rights of shareholders are preserved in connection with the May 28th, 2024 Annual Meeting of Shareholders (the “Annual Meeting”).

    Usman S. Nabi and Peter M. Lee of Browning West commented:

    “Rather than assume accountability for its value-destructive decisions, we believe that the Board continues to take oppressive actions against shareholders, demonstrating that its priority is self-preservation. We are concerned that the Board will seek to delay the Annual Meeting that has been set for May 28th. This is why we have filed an application with the Quebec Superior Court to ensure that the Annual Meeting proceeds on the scheduled date without delay or interference and that the rights of all shareholders are protected with respect to the vote. In addition to requesting that the Quebec Superior Court compel Gildan to hold the Annual Meeting as scheduled without employing any delay tactics or gamesmanship, we want to ensure all shareholders have their votes counted and that the Annual Meeting be conducted fairly and legally. As such, we are asking that an independent chair be appointed to oversee the Annual Meeting. While we expect Gildan to oppose Browning West’s application, we will not be deterred and will continue to do whatever is necessary to ensure that all shareholders have an opportunity to replace the directors whose decisions have destroyed shareholder value and who have failed to give due regard to the views of investors.”

    The lawsuit asserts that Gildan and its Board have acted in a manner that unfairly disregards the rights and interests of shareholders by pursuing a strategy of entrenchment, obfuscation and disparagement of dissenting shareholders, improperly placing their own personal interests ahead of the interests of the Company and its shareholders, contrary to the reasonable expectations of Browning West, including by:

    • Leaking corporate documents and confidential information to journalists and sharing this information with a third-party “governance expert” hired by the Board, while refusing to share those same documents and information with shareholders;
    • Improperly soliciting proxies prior to filing a management information circular;
    • Pursuing a meritless litigation with the primary purpose of undermining and delaying Browning West and Gildan shareholders from exercising their rights;
    • Launching unwarranted public attacks on Browning West and imposing costs associated with defending meritless litigation in a clear attempt to deter and silence shareholders from raising their concerns publicly;
    • Signing a “support agreement,” which was not in the best interest of the Company and includes Board representation rights for a shareholder who has a conflict of interest due to a significant ownership stake in one of Gildan’s largest customers;
    • Attempting to justify its decision to terminate Gildan founder Glenn Chamandy and name Vincent Tyra as Chief Executive Officer with a misleading and evolving set of explanations that directly contradict signed statements in Gildan’s prior annual reports; and
    • Making groundless attacks on Browning West, including false accusations of acting jointly or in concert with other shareholders, and collaborating improperly with Mr. Chamandy while he was Chief Executive Officer of Gildan.

    All Gildan stakeholders, including its employees and shareholders, require certainty as to the future direction of the Company, which can only be determined by the Board after the Annual Meeting has been held. The primary objective of this application is to ensure that the Board holds the 2024 Annual Meeting on May 28th without delay and involves an independent third party running the Annual Meeting to ensure a fair and transparent process.

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    Browning West Files Lawsuit Against Gildan and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2024 Annual Meeting Browning West, LP (together with its affiliates, “Browning West” or “we”), which is a long-term shareholder of Gildan Activewear Inc. (NYSE: GIL) (TSX: GIL) (“Gildan” or the “Company”) and beneficially owns approximately 5.0% of the Company’s …

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