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% |
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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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