09:24 AM EDT, 04/22/2024 (MT Newswires) -- Gildan Activewear ( GIL ) was at last look up 2% in US premarket on Monday after it announced board changes in support of Chief Executive Vince Tyra and pushed ahead with plans that might result in the company selling itself.

Monday's announcement is an attempt to appease shareholder groups, including U.S. investment firm Browning West, that wanted wholesale board changes at Gildan. The groups submitted their own slate of directors and were looking for former CEO Glenn Chamandy to be reinstated in his prior role. But not all of their wishes have been granted, even today.

The company, which said it will hold an investor day in the fall to provide a "comprehensive strategic plan," recently reaffirmed its 2024 full year guidance and announced preliminary first-quarter revenue.

Gildan had set April 10 as the deadline for an initial takeover offer, but The Globe and Mail newspaper reported that Browning West, which has a roughly 5% stake in the company, was seeking a court order preventing the Gildan board from signing a binding deal to sell the clothing maker until shareholders voted on new directors.

The Globe and Mail said: "It's the latest in a series of legal volleys between Montreal-based Gildan and Browning West in what has become one of the most acrimonious corporate power struggles in recent years in Canada."

"There continues to be external interest in acquiring the company and the process is ongoing," Gildan said on Monday. "Due to the timing of the upcoming annual meeting, which the board is fully committed to hold on May 28, as originally planned, we do not expect to make any further announcements on the potential sale process before then. We are confident that with the stability resulting from the resolution of the contested directors' election issue at the annual meeting, the newly reconstituted board that we are recommending to our shareholders will, if elected, pursue their fiduciary duties by reviewing such external interest and assessing it against the company's future plans."

Tim Hodgson, Lee Bird, Jane Craighead, Lynn Loewen, and Les Viner were slated to be appointed to the board, effective May 1, 2024. Tim Hodgson will become Independent/Non-Executive Chair. The board recommended the election of Browning West nominees Karen Stuckey and J.P. Towner.

Directors Donald C. Berg, Maryse Bertrand, Shirley Cunningham, Charles Herington, and Craig Leavitt will depart the board while directors Luc Jobin and Chris Shackelton will not stand for re-election at the 2024 annual meeting.

The Gildan board recommends that shareholders vote for the elections of Karen Stuckey and J.P. Towner, who have been nominated by Browning West. Monday's statement said the board requested to interview all of Browning West's candidates, but that request was declined. The statement added: "It was clear to the board during deliberations, through prior consideration of potential candidates for board refreshment, and feedback received from shareholders and other stakeholders of the company, that Karen Stuckey and J.P. Towner would be additive to the board as Gildan pursues its growth agenda. The board does not believe that the rest of Browning West's slate offers an increase in expertise or experience to Gildan's business, and accordingly, they do not represent the best mix of director candidates."

The board unanimously recommends and it is expected that the new board as it will be constituted on May 1, 2024 will appoint Tim Hodgson as Independent/Non-Executive Chair, effective that day.

Of note, the previously disclosed support agreement entered between Gildan and Coliseum Capital Management, LLC on December 17, 2023, remains in effect. According to Gildan, Chris Shackelton, Co-Founder and Managing Partner of Coliseum, has been "valuable in helping to stabilize the company, evaluate opportunities for future growth, and ensure Gildan has the right long-term strategy and best possible board in place". Coliseum intends to vote in favor of Gildan's recommended slate of director candidates at the 2024 Annual Meeting.

On the proposed return on Chamandy, Gildan said the board and management team have held 87 meetings with shareholders, including multiple meetings with Gildan's top 25 shareholders and those who Browning West has deemed as supportive.

Gildan said: "Through that engagement, it was evident that there was not unanimous support for the Browning West nominees -- even amongst those who Browning West counts publicly as supportive. Specifically, there was concern about Chamandy returning to the company, that the nominees were selected by Browning West without input from other shareholders, and about providing Browning West with unchecked control of the company. It became clear that the type of board that shareholders wanted to see moving forward was a board that balanced fresh perspectives with historic knowledge; previous board experience with a focus on governance, industry, and manufacturing experience; and one that was responsive to the views of shareholders."