Gildan Activewear Shareholders Endorse Board, Rights Plan, and Executive Pay Amidst Strong Performance and Major Acquisition

by : Ramit Sethi

Gildan Activewear's recent Annual General Meeting saw overwhelming shareholder support for all presented agenda items. This included the re-election of all nine proposed directors, the reaffirmation of KPMG LLP as the company's auditor, the renewal of its shareholder rights plan, and a non-binding advisory vote on executive remuneration. These decisions highlight investor confidence in Gildan's strategic direction and recent performance, particularly following its significant acquisition of HanesBrands.

Gildan Activewear's Strategic Endorsements and Financial Trajectory

On Saturday, May 2, 2026, Gildan Activewear convened its Annual General Meeting (AGM) in a hybrid format, allowing both in-person and virtual participation. Michael Kneeland, Chairman of the Board, presided over the meeting, with Rob Assal, Chief Legal and Administrative Officer, outlining the procedural aspects for eligible shareholders and proxy holders registered as of March 17, 2026. The agenda included four key voting matters: the appointment of auditors, the election of directors, the adoption and renewal of the shareholder rights plan, and a non-binding advisory vote on executive compensation, commonly known as "say on pay."

All nine director nominees were successfully re-elected, comprising Michael Kneeland, Glenn Chamandy, Michener Chandlee, Anne-Laure Descours, Ghislain Houle, Mélanie Kau, Deepak Khandelwal, Peter Lee, and Karen Stuckey. Eight of these re-elected directors are considered independent, reinforcing robust corporate governance. KPMG LLP's appointment as the company's auditor was also approved, along with the executive compensation advisory resolution. The renewed shareholder rights plan, adopted by the board on February 25, 2026, and administered by Computershare Investor Services, aims to ensure equitable treatment for all shareholders during potential takeover bids or control acquisitions. This plan, largely mirroring its predecessor, became effective immediately, replacing the expired version.

Following the formal proceedings, President and CEO Glenn Chamandy provided an overview of Gildan’s 2025 achievements and strategic milestones. He proudly announced over 35% total shareholder returns and record sales of $3.6 billion, marking an 11% increase from 2024. A pivotal moment for Gildan was the completion of the HanesBrands acquisition on December 1, 2025, which Chamandy lauded as a "historical moment" poised to drive substantial growth and innovation. This acquisition was financed through a combination of debt and equity, including a significant $1.2 billion senior unsecured note.

Chamandy further detailed operational enhancements, including modernizing U.S. yarn facilities and initiating the first phase of the Bangladesh expansion, alongside optimizing capacity for HanesBrands' integration. He also highlighted product innovations like Soft Cotton Technology and Plasma Print, emphasizing the company's ongoing commitment to sustainability and its 2030 greenhouse gas reduction targets. The HanesBrands acquisition has significantly diversified Gildan’s market reach, with revenue streams now balanced between wholesale and retail (each approximately 50%), and activewear and innerwear (each also around 50%). Importantly, no single customer accounts for more than 20% of the company's total revenue.

Chief Financial Officer Luca Barile presented the company's financial results for 2025 and the first quarter of 2026. Net sales from continuing operations in 2025 reached $3.6 billion, an 11% year-over-year increase, with organic growth aligning with mid-single-digit guidance when excluding the one-month contribution from HanesBrands. The operating margin stood at approximately 17%, with an adjusted operating margin of 21.5%. Diluted EPS from continuing operations was $2.57, and adjusted diluted EPS reached $3.51, complemented by $493 million in free cash flow.

Regarding capital allocation, Barile noted that $319 million was returned to shareholders in 2025, including $135 million in dividends and the repurchase of 3.8 million shares. Share repurchases were temporarily halted post-HanesBrands acquisition to allow the net debt leverage ratio to normalize within the target range of 1.5x to 2.5x net debt to adjusted EBITDA. The company ended 2025 with a leverage ratio of 3x. A potential divestment of HanesBrands Australasia is anticipated to further expedite debt reduction.

For the first quarter of 2026, sales nearly reached $1.2 billion, representing a 64% year-over-year increase, driven by the HanesBrands acquisition and growth in key categories. Although proactive inventory reductions to accelerate synergy capture temporarily impacted sales, the adjusted operating margin of 14.3% surpassed quarterly guidance. The GAAP diluted loss per share was $0.30, while adjusted diluted EPS was $0.43. Despite an uncertain global economic landscape, Gildan reaffirmed its 2026 guidance, projecting revenues between $6.0 billion and $6.2 billion, an adjusted operating margin of approximately 20%, adjusted diluted EPS of $4.20 to $4.40, free cash flow exceeding $850 million, and capital expenditures around 3% of net sales. The meeting concluded without any shareholder questions, as confirmed by Assal, followed by Kneeland's expression of gratitude to management, employees, and shareholders.

The comprehensive approvals at Gildan Activewear's AGM, coupled with strong financial results and the strategic HanesBrands acquisition, underscore a period of significant transformation and growth for the company. The commitment to maintaining a robust governance framework and delivering shareholder value, even while managing increased leverage, paints a promising picture for its future trajectory. It highlights the importance of strategic foresight and effective integration in navigating dynamic market conditions and achieving long-term success in the apparel industry.