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Gildan Activewear AGM: Shareholders Reelect 9 Directors, Renew Rights Plan, Approve Say-on-Pay

finance.yahoo.com · Sun, May 3, 2026 at 6:07 AM GMT+8

Shareholders approved all items at the annual meeting, including the reelection of nine directors (eight independent), appointment of KPMG as auditor, renewal of the shareholder rights plan, and a non-binding say-on-pay advisory vote.

Gildan reported record 2025 sales of $3.6 billion (up 11%) and over 35% total shareholder return, and closed the HanesBrands acquisition on Dec. 1, 2025 — financed with debt and stock, including a roughly $1.2 billion senior unsecured note — which management says materially expands scale, channels, and product mix.

Leverage rose to about 3x post-acquisition, pausing share repurchases until leverage returns to the 1.5–2.5x target, while management maintained 2026 guidance of $6.0–$6.2 billion in revenue, ~20% adjusted operating margin, and adjusted diluted EPS of $4.20–$4.40.

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Gildan Activewear (NYSE:GIL) shareholders approved all items up for vote at the company’s annual meeting, including the election of nine directors, the appointment of KPMG LLP as auditor, the renewal of its shareholder rights plan, and a non-binding advisory resolution on executive compensation.

Michael Kneeland, Chair of the Board of Directors, opened the meeting and noted that it was held in a hybrid format to allow both in-person and virtual participation. Rob Assal, the company’s Chief Legal and Administrative Officer and Corporate Secretary, reviewed procedures for voting and questions, including eligibility requirements for registered shareholders and duly appointed proxy holders of record as of March 17, 2026.

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Assal said shareholders were asked to vote on four matters described in the management information circular:

Adoption, ratification, and renewal of the shareholder rights plan

A non-binding “say on pay” advisory vote on executive compensation

Kneeland also presented the company’s audited consolidated financial statements for the fiscal year ended Dec. 28, 2025, along with the auditor’s report.

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Following the scrutineers’ report from Computershare, Kneeland said all nine director nominees were elected: Kneeland, Glenn Chamandy, Michener Chandlee, Anne-Laure Descours, Ghislain Houle, Mélanie Kau, Deepak Khandelwal, Peter Lee, and Karen Stuckey. Kneeland noted the board had determined that nine directors should be elected and that eight of the nine nominees are independent.

Kneeland also said shareholders approved the appointment of KPMG LLP as the company’s auditors and carried the advisory resolution on the company’s approach to executive compensation.

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In addition, shareholders approved the adoption, ratification, and renewal of the company’s shareholder rights plan. Kneeland said the board adopted the plan on Feb. 25, 2026, and entered into an agreement with Computershare Investor Services. He described the plan as intended to ensure fair treatment of all shareholders in connection with any takeover bid or acquisition of control. Kneeland added that the new plan replaces the existing plan that expired the day of the meeting and is “the same” as the existing plan with “minor amendments to the administrative nature.”

Detailed voting results were expected to be made available on SEDAR, EDGAR, and the company’s website, Kneeland said.

After the formal business concluded, President and CEO Glenn Chamandy reviewed the company’s 2025 performance and strategic milestones. Chamandy said 2025 delivered “over 35% total shareholder returns” and record sales of $3.6 billion, up 11% versus 2024.

Chamandy also highlighted Gildan’s acquisition of HanesBrands, saying the company announced the deal in August 2025 and closed it on Dec. 1, 2025. He called the acquisition “a historical moment” that the company believes will “unlock a powerful engine of growth and innovation.” He said the transaction was financed with debt and stock, including the issuance of a roughly $1.2 billion senior unsecured note.

On operations, Chamandy said the company strengthened its manufacturing position through modernization of U.S. yarn facilities and the ramp-up of the first phase of its Bangladesh initiative, while optimizing capacity to support the integration of Hanes. He also cited product innovation efforts including Soft Cotton Technology and Plasma Print, and said the company continued to advance sustainability initiatives and progress toward 2030 goals and greenhouse gas targets.

Chamandy said the Hanes combination has increased scale, customer reach, product breadth, and addressable market. He added that the combination rebalances channels and categories, with approximately 50% of revenues expected to be wholesale and 50% retail, and approximately 50% activewear and 50% innerwear. He also said no one customer represents more than 20% of revenue.

Chief Financial Officer Luca Barile reviewed the company’s reported 2025 results and first-quarter 2026 results released the morning of the meeting. Barile said net sales from continuing operations were $3.6 billion in 2025, up 11% year over year. Excluding a one-month contribution from HanesBrands, he said sales growth was in line with the company’s “mid-single-digit” guidance.

Barile said operating margin was around 17% and adjusted operating margin was 21.5% in 2025. He added that excluding HanesBrands, adjusted operating margin was roughly in line with guidance calling for an increase of about 70 basis points year over year. Diluted EPS from continuing operations was $2.57 and adjusted diluted EPS was $3.51, he said, while free cash flow was $493 million.

On capital allocation, Barile said total capital returned to shareholders in 2025 was $319 million, including about $135 million in dividends and the repurchase of about 3.8 million shares under the company’s normal course issuer bid (NCIB). He said repurchases were paused after the HanesBrands acquisition announcement until net debt leverage returns to the midpoint of its targeted leverage framework of 1.5x to 2.5x net debt to adjusted EBITDA. Barile added that over the past five years, the company returned more than $2.6 billion of capital, and that over the past decade up to the acquisition announcement, it had repurchased about 40% of its outstanding shares.

Barile said the company ended 2025 with a leverage ratio of 3x following the HanesBrands acquisition. He said proceeds from a potential divestment of HanesBrands Australasia, intended to be used to pay down debt, “should further accelerate” the company’s objective of returning to its leverage framework.

For the first quarter of 2026, Barile said sales were nearly $1.2 billion, up 64% year over year and in line with guidance, reflecting the HanesBrands acquisition and growth in key categories. He said results were partly offset by proactive inventory reductions across combined customer channels to accelerate synergy capture, which “temporarily reduced sell-in,” as previously communicated. Operating margin was approximately flat, while adjusted operating margin was 14.3%, down 470 basis points year over year but ahead of guidance for the quarter, he said. Gildan reported a GAAP diluted loss per share of $0.30, while adjusted diluted EPS was $0.43 compared with $0.59 in the prior year.

Barile said the company maintained its 2026 guidance, citing an uncertain operating environment and caution around geopolitical developments, including the Middle East conflict and concerns for the consumer. Guidance for continuing operations calls for revenue of $6.0 billion to $6.2 billion, adjusted operating margin of approximately 20%, adjusted diluted EPS of $4.20 to $4.40, free cash flow above $850 million, and capital expenditures of about 3% of net sales.

During the question period, Assal said there were no questions. Kneeland closed the meeting by thanking management, employees, and shareholders for their support.

Gildan Activewear Inc (NYSE:GIL) is a vertically integrated manufacturer and wholesaler of branded basic apparel, including activewear, socks, hosiery and underwear. Headquartered in Montreal, Quebec, the company produces a wide range of products such as T-shirts, fleece garments, sport shirts, performance wear, and shapewear under its Gildan, Anvil, Comfort Colors, Gold Toe, Peds and Silks brands. Leveraging its in-house knitting, dyeing, cut-and-sew and finishing operations, Gildan supplies blank apparel to screen printers, promotional product distributors and major retailers around the world.

The article "Gildan Activewear AGM: Shareholders Reelect 9 Directors, Renew Rights Plan, Approve Say-on-Pay" was originally published by MarketBeat.