Gildan’s rocky journey to the auction block — a timeline

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Gildan Activewear Inc. is on the auction block with the Montreal-based clothing manufacturer reportedly considering several offers for a friendly takeover.

But the road to this point has been a rocky one that started in late December, when longtime chief executive and co-founder Glenn Chamandy was suddenly fired.

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His sacking unleashed a public feud between the board of directors and major shareholders, including Jarislowsky Fraser Ltd., who wanted Chamandy reinstated.

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Here’s how Gildan got to where it is today.

Dec. 11, 2023

Gildan’s board announces that Chamandy, the company’s co-founder and CEO for nearly 20 years, is being replaced by Vince Tyra, a former Fruit of the Loom Inc. executive. The board gives no reasons for the decision, only saying in a press release that he “left his position.”

Chamandy, in a separate statement, said, “It is unfortunate that my vision of the path forward has differed from that of other board members.” After the leadership change is announced, shares of the maker of mostly T-shirts and the owner of the American Apparel brand close down 11 per cent.

Dec. 14, 2023

Three major shareholders fire the first salvo in what will become a dramatic public dispute with the Gildan board over the firing of Chamandy. Los Angeles-based Browning West LP and Toronto-based Turtle Creek Asset Management Inc. release letters asking the board to reverse its decision, with Turtle Creek calling the move “inexplicable, ill-conceived and value destructive.” Philadelphia-based Cooke & Bieler LP also backs the return of Chamandy, telling Bloomberg that it believes Gildan chair Donald Berg should go.

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Dec. 15, 2023

The drama grows as Gildan’s largest shareholder, Montreal-based Jarislowsky Fraser, adds its voice to calls for reinstating Chamandy. The investment manager also said Gildan’s chairman should quit and it criticized the board’s selection of Tyra as the new chief executive, arguing in an emailed statement to Bloomberg that “the decision lacked sufficient due diligence when assessing Mr. Tyra’s performance record.”

Dec. 18, 2023

With pressure mounting, Gildan’s board releases its version of the behind-the-scenes struggles with Chamandy. A Gildan director tells Bloomberg that the co-founder and the board wound up in a standoff after he demanded the company back a “strategy of major acquisitions” that were “very high risk.” The relationship soured when the board declined to back Chamandy’s strategy, the director said.

The day before these revelations, Gildan added a new director to the board from investor Coliseum Capital Management LLC. Board chair Berg, in announcing the addition in a press release, defended the selection process. “Our succession plan has been a multi-year, careful, and deliberate process which included the former CEO at appropriate times,” he said.

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Dec. 18, 2023

Chamandy rebuts Gildan’s contention that he gave the board an ultimatum over his M&A strategy. “This is a sideshow to distract from the reaction the shareholders have had with respect to the board’s handling of succession planning, in which I was not involved,” he said in a statement. “I did not and could not orchestrate or control the events; the board conducted the process.”

Dec. 19, 2023

Jarislowsky Fraser once again calls for Chamandy’s reinstatement, telling The Canadian Press that it remains “firmly” against the decision by the board to terminate the former chief executive.

Dec. 20, 2023

With the two sides digging in, Gildan directors issue an open letter describing a widening chasm in the lead-up to Chamandy’s firing. “Over the last two years, the board’s trust and confidence in Mr. Chamandy eroded gradually as we worked to hold him accountable for delivering the next chapter of the company’s long-term growth strategy,” the letter said, also reiterating that Chamandy tried to push the company to pursue a risky strategy.

The letter further described a succession planning process that began in January 2022, which the board said Chamandy agreed to but then changed course. “While Mr. Chamandy had agreed to follow the original succession timeline, he later worked to entrench himself as CEO,” the letter said.

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Dec. 20, 2023

The exchanges keep coming fast and furious. Turtle Creek and Browning West call for the board to be reconstituted. “In order to halt the board’s continued destruction of value, we intend to seek the most expeditious opportunity to significantly reconstitute the board through all means available to us as shareholders,” it said in a release.

Jan. 5, 2024

It’s a new year, but positions regarding Chamandy’s ouster haven’t changed. If anything, they have hardened. Gildan shares the content of the former executive’s emails, charging that Chamandy did not disclose he had investments in funds managed by an unnamed Gildan shareholder calling for his return.

Jan. 8, 2024

Gildan attacks Chamandy again by saying he was “distracted” and more interested in a golf development project in Barbados. “His management style was unstructured, with few senior leadership meetings, and he was rarely in the office, averaging just a few days a month even long after the end of the COVID shutdown,” Gildan said in a release.

Jan. 9, 2024

Browning West asks for a special shareholder meeting to replace most of the Gildan board and reinstate Chamandy.

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Jan. 12, 2024

Gildan says it is advancing the start date for new chief executive Tyra to Jan. 15 instead of the original Feb. 12 date.

Jan. 22, 2024

Gildan accuses shareholder Browning West of violating antitrust laws in the United States by accumulating more shares as part of its campaign to reverse Chamandy’s firing. Browning West said in a statement, “It is obvious that Browning West poses no substantive antitrust concerns to any concerned authority.”

Jan. 29, 2024

Gildan calls for an annual general meeting and a special meeting on May 28.

Jan. 31, 2024

Browning West rescinds its request for a special meeting after it and the AGM are announced for the same day. The shareholder also nominates a slate of eight new directors for election at the AGM. In a letter, Browning West says seeking a vote at the AGM “provides a cleaner and more convenient format for shareholders to easily elect our slate.”

Feb. 8, 2024

Browning West calls for Gildan to explain “diligence failures” related to the hiring of Tyra, arguing in a public letter that he has a track record of “value destruction.”

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Feb. 21, 2024

Gildan raises its quarterly dividend by 10 per cent as its fourth-quarter earnings beat analysts’ estimates.

March 12, 2024

Browning West sues Gildan and its board in Quebec Superior Court to “ensure the rights of shareholders are preserved” and that the company hold its annual meeting “without delay and with the oversight of an independent chair.”

Browning West in a letter accuses the board of “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 28.”

March 19, 2024

Gildan says it is considering several offers for a friendly takeover of the company, according to a report in the Globe and Mail.

March 20, 2024

Browning West accuses the Gildan board of trying to “avoid accountability” by putting the clothing manufacturer on the block, with the shareholder warning that a deal risks undervaluing the company.

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