6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2023

Commission File Number: 1-14830

GILDAN ACTIVEWEAR INC.

(Translation of registrant’s name into English)

600 de Maisonneuve Boulevard West

33rd Floor

Montréal, Québec

Canada H3A 3J2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐    Form 40-F þ

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release
99.2	Voting Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GILDAN ACTIVEWEAR INC.
Date: May 4, 2023	By:	/s/ Michelle Taylor
		Name:	Michelle Taylor
		Title:	Vice-President, General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

 

Gildan Activewear Reports on Shareholders’ Voting Results

Montréal, Quebec, Thursday, May 4, 2023 – Gildan Activewear Inc. (GIL; TSX and NYSE) today announced that the ten nominees proposed as directors in its management proxy circular dated March 6, 2023 were elected as directors of the Company by a majority of the votes cast by the shareholders or represented by proxy at its virtual annual and special meeting of shareholders held on May 4, 2023 in Montréal. Gildan also notes that a majority of shareholders voted for the non-binding advisory vote on Executive Compensation (“Say on Pay”), the reappointment of its auditors, the ratification and renewal of the Shareholder Rights Plan, and the approval of the two amendments to the Long Term Incentive Plan (each a separate voting item). The majority of shareholders voted against the shareholder proposal.

The voting results are detailed below:

	FOR		WITHHELD/AGAINST
	Number	%	Number	%
Resolution 1
Appointment of Auditors	142,621,232	90.81%	14,429,663	9.19%
Resolution 2
Election of Directors
Donald C. Berg	150,038,684	96.93%	4,755,753	3.07%
Maryse Bertrand	152,992,037	98.84%	1,802,398	1.16%
Dhaval Buch	153,107,886	98.91%	1,686,549	1.09%
Marc Caira	153,101,747	98.91%	1,692,688	1.09%
Glenn J. Chamandy	154,162,414	99.59%	632,023	0.41%
Shirley E. Cunningham	150,410,559	97.17%	4,383,877	2.83%
Charles M. Herington	150,818,760	97.43%	3,975,675	2.57%
Luc Jobin	151,481,080	97.86%	3,313,358	2.14%
Craig A. Leavitt	151,520,464	97.88%	3,273,973	2.12%
Anne Martin-Vachon	151,098,413	97.61%	3,696,022	2.39%
Resolution 3
Shareholder Rights Plan	146,143,419	94.41%	8,651,019	5.59%
Resolution 4
Long Term Incentive Plan (1st Amendment)	150,373,340	97.14%	4,421,097	2.86%
Resolution 5
Long Term Incentive Plan (2nd Amendment)	149,440,922	96.54%	5,353,513	3.46%
Resolution 6
Executive Compensation	146,177,931	94.43%	8,616,502	5.57%
Resolution 7
Shareholder Proposal	17,215,117	11.12%	137,579,319	88.88%

About Gildan

Gildan is a leading manufacturer of everyday basic apparel which markets its products in North America, Europe, Asia Pacific, and Latin America, under a diversified portfolio of Company-owned brands, including Gildan®, American Apparel®, Comfort Colors®, GOLDTOE®, Peds®, and under the Under Armour® brand through a sock licensing agreement providing exclusive distribution rights in the United States and Canada. The Company’s product offerings include activewear, underwear and socks, sold to a broad range of customers, including wholesale distributors, screenprinters or embellishers, as well as to retailers that sell to consumers through their physical stores and/or e-commerce platforms, and to global lifestyle brand companies.

Gildan owns and operates vertically integrated, large-scale manufacturing facilities which are primarily located in Central America, the Caribbean, North America, and Bangladesh. Gildan operates with a strong commitment to industry-leading labour, environmental and governance practices throughout its supply chain in accordance with its comprehensive ESG program embedded in the Company's long-term business strategy. More information about the Company and its ESG practices and initiatives can be found at www.gildancorp.com.

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Investor inquiries: Elisabeth Hamaoui Director, Investors Relations (514) 475-4125 ehamaoui@gilan.com Media inquiries: Genevieve Gosselin Director, Global Communications and Corporate Marketing (514) 343-8814 ggosselin@gildan.com

EX-99.2

EXHIBIT 99.2

 

VIA SEDAR

May 4, 2023

Subject:	Gildan Activewear Inc. (the “Corporation”)
	Report of Voting Results Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)

Following the virtual annual and special meeting of shareholders of the Corporation held on May 4, 2023 (the “Meeting”), and in accordance with section 11.3 of NI 51-102, we hereby advise you of the following voting results obtained at the Meeting. According to the Scrutineers’ report, shareholders were present at the Meeting, or represented by proxy, representing 157,077,041 common shares or 87.36% of the 179,795,788 shares outstanding on the March 6, 2023 record date for the Meeting.

1. Appointment of Auditors

An electronic ballot was conducted with respect to the appointment of the auditors. According to proxies received and ballots cast, KPMG LLP were appointed as the Corporation’s auditors for the ensuing year, at such remuneration as may be fixed by the Board of Directors with the following results:

	VOTES FOR	%	VOTES WITHHELD	%
Appointment of Auditors	142,621,232	90.81%	14,429,663	9.19%

2. Election of Directors

An electronic ballot was conducted with respect to the election of directors. According to proxies received and ballots cast, the following individuals were elected as directors of the Corporation until the next annual shareholders’ meeting, with the following results:

NAME OF NOMINEE	VOTES FOR	%	VOTES AGAINST	%
Donald C. Berg	150,038,684	96.93%	4,755,753	3.07%
Maryse Bertrand	152,992,037	98.84%	1,802,398	1.16%
Dhaval Buch	153,107,886	98.91%	1,686,549	1.09%
Marc Caira	153,101,747	98.91%	1,692,688	1.09%
Shirley E. Cunningham	150,410,559	97.17%	4,383,877	2.83%
Charles M. Herington	150,818,760	97.43%	3,975,675	2.57%
Luc Jobin	151,481,080	97.86%	3,313,358	2.14%
Craig A. Leavitt	151,520,464	97.88%	3,273,973	2.12%
Anne Martin-Vachon	151,098,413	97.61%	3,696,022	2.39%
Glenn J. Chamandy	154,162,414	99.59%	632,023	0.41%

3. Adoption and Ratification of Shareholder Rights Plan

An electronic ballot was conducted with respect to the adoption and ratification of the Shareholder Rights Plan. According to proxies received and ballots cast, the adoption and ratification of the Corporation’s Shareholder Rights Plan was approved with the following results:

	VOTES FOR	%	VOTES AGAINST	%
Adoption and Ratification of Shareholder Rights Plan	146,143,419	94.41%	8,651,019	5.59%

4. First Amendment to Long-Term Incentive Plan

An electronic ballot was conducted with respect to the approval of the increase of the amount of common shares authorized for issuance under the Long-Term Incentive Plan. According to proxies received and ballots cast, the first amendment to the Long-Term Incentive Plan was approved with the following results:

	VOTES FOR	%	VOTES AGAINST	%
First Amendment to Long-Term Incentive Plan	150,373,340	97.14%	4,421,097	2.86%

2

5. Second Amendment to Long-Term Incentive Plan

An electronic ballot was conducted with respect to the approval of the amendment to the amendment provisions of the Long-Term Incentive Plan. According to proxies received and ballots cast, the second amendment to the Long-Term Incentive Plan was approved with the following results:

	VOTES FOR	%	VOTES AGAINST	%
Second Amendment to Long-Term Incentive Plan	149,440,922	96.54%	5,353,513	3.46%

6. Advisory Vote on Executive Compensation

An electronic ballot was conducted with respect to the adoption of an advisory vote on executive compensation. According to proxies received and ballots cast, a majority of shareholders voted for the non-binding Advisory Vote on Executive Compensation, as per the following results:

	VOTES FOR	%	VOTES AGAINST	%
Advisory Vote on Executive Compensation	146,177,931	94.43%	8,616,502	5.57%

7. Shareholder Proposal

An electronic ballot was conducted with respect to the adoption of a shareholder proposal submitted by the BC General Employees’ Union. According to proxies received and ballots cast, a majority of shareholders voted against the shareholder proposal, as per the following results:

	VOTES FOR	%	VOTES AGAINST	%
Shareholder Proposal	17,215,117	11.12%	137,579,319	88.88%

Yours truly,

/s/ Michelle Taylor

Michelle Taylor

Vice-President, General Counsel and Corporate Secretary

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