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Activist Investing Today: Freedman Talks Gildan Red Flags, Darden Similarities

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Published: August 23rd, 2024
Olshan shareholder activism practice chair Andrew Freedman offers a postmortem of sorts on why 17 directors in two waves resigned ahead of a Browning West director contest at Canadian clothing company Gildan.

After Glenn J. Chamandy, longtime CEO of Gildan Activewear Inc. (GIL), was ousted from his C-suite role, several shareholders cumulatively owning 32% of outstanding shares came out publicly opposed to his removal.

That outpouring of opposition should have been viewed as a serious red flag, Olshan Frome Wolosky LLP partner Andrew Freedman said on the Activist Investing Today podcast.

“We use the word unprecedented in terms of describing the guttural reaction from such a large swath of the shareholder base,” he said. “That’s what jump-started this proxy fight.”

Freedman, who advised Browning West LP on a total board victory for its eight-person dissident slate of directors in May, said he was at a shareholder activism conference in December when his phone starts ringing “off the hook.” Browning West, Freedman explained, was reaching out saying it needed to speak immediately, as Gildan had terminated Chamandy and announced his replacement, Vince Tyra, a former Fruit of the Loom Inc. executive.

“Instead of taking a step back, reconsidering its actions, meeting with shareholders and engaging openly and thoughtfully around this key decision, [Gildan] went a completely different course, and they dug in, doubled down,” Freedman said. “That’s what created a perfect storm of facts and circumstances that led an investor to be compelled to nominate a control slate and seek the reinstatement of a CEO. I think the board was shellshocked.”

Freedman on the podcast discussed Gildan’s litigation and defensive board refresh efforts, including a so-called white squire director addition, plus the battle’s unusually large costs, and he compared Browning West’s contest with a similar battle launched in 2014 by Starboard Value LP at Darden Restaurants Inc. (DRI).

Check out the podcast with Andrew Freedman below:

More podcasts from The Deal are available on iTunesSpotify and on TheDeal.com

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