Gildan Activewear Inc 6-K, filed Mar 26, 2026

Gildan Activewear Inc. (GIL)

6-K 2026-03-26 For: 2026-03-25

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Added on April 09, 2026

About this 6-K

Gildan Activewear Inc filed this 6-K on March 26, 2026.

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	GILDAN ACTIVEWEAR INC.

Date: March 25, 2026	By:	/s/ Rob Assal
		Name:	Rob Assal
		Title:	Executive Vice-President, Chief Legal and Administrative Officer and Corporate Secretary

Exhibit		Description of Exhibit

99.1		Management Proxy Circular
99.2		Notice of Meeting
99.3		Form of Proxy
99.4		2025 Annual Report

When			Where
April 30, 2026 2:00 p.m. EDT			1250 René-Lévesque Blvd. West, Suite 3610 Montréal, Québec H3B 4W8

1	KEY CONCEPTS AND TERMS
2	MANAGEMENT INFORMATION CIRCULAR
	3	VOTING INFORMATION
	3	Who can vote
	3	How to vote
	7	Changing your vote
	8	ABOUT THE SHAREHOLDER MEETING
	8	Business of the meeting
	13	About the nominated directors
	22	GOVERNANCE
	22	About the board
	39	Director compensation
	42	EXECUTIVE COMPENSATION
	42	2025 Executive compensation review
	44	Compensation discussion and analysis
	65	2025 Compensation details
	75	OTHER INFORMATION
	78	APPENDICES
	78	A — Mandate of the board of directors
	81	B — Background to the shareholder rights plan
	86	C — More about the long-term incentive plan
	90	D — More about the share appreciation rights plan

	Adjusted diluted EPS			Adjusted diluted earnings per share, which is calculated as adjusted net earnings, divided by the diluted weighted average number of our common shares outstanding. This is a non-GAAP financial ratio. See About non-GAAP measures and related ratios on page 75 in this circular
	Adjusted RONA			Return on adjusted average net assets, which is defined as the ratio of return to adjusted average net assets for the last five quarters. This is a non-GAAP financial ratio. See About non-GAAP measures and related ratios on page 75 in this circular
	AIP			Aspirational incentive plan described on page 61 in this circular
	Audit committee			Audit and finance committee of the board
	CBCA			Canada Business Corporations Act
	CSA			Canadian Securities Administrators
	DPSP			Deferred profit sharing plan
	ESG			Environmental, social and governance
	GAAP			Generally accepted accounting principles
	GICS			Global Industry Classification Standard
	Governance committee			Corporate governance and social responsibility committee of the board
	HR committee			Compensation and human resources committee of the board
	IFRS			International Financial Reporting Standards
	Intermediary			An intermediary that shareholders deal with in respect of their shares, such as a securities dealer or broker, bank, trust company and trustee, or administrator of self-administered RRSPs, TFSAs, RRIFs, RESPs, and similar plans
	LTIP			Long-term incentive plan
	MD&A			Management’s discussion and analysis
	Modern Slavery Report			Modern Slavery Report of the Company, as required to be provided to shareholders of the Company under Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act
	NCIB			Normal course issuer bid
	Non-treasury RSUs			Restricted share units, which are non-dilutive to existing equity of the Company and settled in cash or common shares purchased on the open market (through a third-party broker as directed by Gildan) Non-treasury RSUs may vest based on time or performance
	Options			Stock options
	PSUs			A type of RSU that vests based on performance
	Revenue			Net sales
	RRSP			Registered Retirement Savings Plan
	RSUs			Restricted share units. This term is broadly defined to include Non-treasury RSUs, Treasury RSUs, and PSUs (collectively referred to as RSUs, individually referred to as an RSU)
	SARs			Share appreciation rights, which are non-dilutive to existing equity of the Company
	SEC			U.S. Securities and Exchange Commission
	SERP			Supplemental executive retirement plan
	SSP			Supplemental savings plan
	STIP			Short-term incentive plan
	Treasury RSUs			Restricted share units, which are dilutive to the existing equity of the Company and settled in common shares issued from Gildan’s treasury


	Michael Kneeland Chair of the board of directors			Glenn J. Chamandy President and Chief Executive Officer

	About the meeting materials
	We are using the notice-and-access rules permitted by Canadian securities regulators to deliver the materials for our 2026 annual and special meeting to our registered and non-registered shareholders. This includes the 2026 management information circular and our audited annual consolidated financial statements for the year ended December 28, 2025. These documents are available on our website (www.gildancorp.com), on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). Our 2025 Modern Slavery Report, a report that is required to be provided to shareholders of the Company under Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act is also available on our website (www.gildancorp.com) and on SEDAR+ (www.sedarplus.ca). Online access to the materials reduces paper and mailing costs.
	Your package includes a copy of the notice of our 2026 annual and special meeting of shareholders (with information about how to access the meeting materials) and a proxy form (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder, unless you have elected to receive the form electronically). We have sent copies of the notice of the meeting to the clearing agencies and intermediaries to distribute the notice with the voting instruction form to our non-registered shareholders. Intermediaries are required to forward the materials to non-registered shareholders and often use a service company such as Broadridge Financial Solutions or Computershare Investor Services Inc. (Computershare) in Canada for this purpose. We pay for the solicitation costs and intend to pay the cost for intermediaries to send the materials to non-registered shareholders who object to their intermediary disclosing their share ownership information to us. See page 3 for information about registered and non-registered shareholders.
	If you would like to receive a free printed copy of the meeting materials, please call: • Registered shareholders: 1-866-964-0492 (toll-free in North America) or 1-514-982-8716 (outside North America) • Non-registered shareholders: 1-877-907-7643 (toll-free in North America) or 1-303-562-9305 (outside North America)

Registered shareholders			Non-registered (beneficial) shareholders
You are a registered shareholder if your common shares are registered in your own name. As a registered shareholder, you may attend the meeting in person or virtually and vote your shares. If you are a registered shareholder and will not be attending the meeting, your common shares may still be counted by voting ahead of the cut-off and following the instructions on your proxy form or authorizing another individual, called a proxyholder, to attend the meeting and vote your common shares. You may use the proxy form provided with this circular or any other legal form of proxy. See Vote your shares in advance and Attend the meeting and vote your shares in real time below for more information. If your common shares are registered in the name of a corporation, any authorized representative of such corporation may attend the meeting and vote those common shares. The Company may require documentation evidencing the authorized representative’s power to vote the common shares at the meeting.			You are a non-registered shareholder if you beneficially own common shares that are registered in the name of an intermediary such as a bank, trust company, securities broker, or other nominee, or in the name of a depository of which the intermediary is a participant, and therefore do not have common shares registered in your own name. Only proxies deposited by shareholders whose names appear on the records of Gildan as the registered holders of common shares can be recognized and acted upon at the meeting. In the United States, the vast majority of common shares held beneficially are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks) and, in Canada, under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Note that the methods and deadline for submitting the completed voting instruction form may vary by intermediary. Your intermediary may need to receive your voting instructions well in advance of the meeting to allow enough time for them to receive this information and act on your instructions before submitting them to our transfer agent.

Registered shareholders		Non-registered (beneficial) shareholders
Your package includes the notice of the meeting and a proxy form. Complete your voting instructions and send them to our transfer agent in one of three ways:		Your package includes the notice of the meeting and a voting instruction form (unless you have elected to receive the form electronically). Carefully follow the instructions provided by your intermediary for submitting your voting instructions in advance. Note that the methods and deadline for submitting the completed voting instruction form may vary by intermediary. Your intermediary may need to receive your voting instructions well in advance of the meeting to allow enough time for them to receive this information and act on your instructions before submitting them to our transfer agent.
	By phone Call 1-866-732-VOTE (8683) toll-free or 312-588-4290 (outside Canada and the United States) You will need the 15-digit control number on your proxy form. Carefully follow the prompts to vote your shares, then confirm that your voting instructions have been properly recorded. If you vote by phone, only the Gildan representatives named on the proxy form can serve as your proxyholder. You cannot appoint another person to be your proxyholder.
	On the internet Go to www.investorvote.com You will need the 15-digit control number on your proxy form. Carefully follow the prompts to vote your shares, then confirm that your voting instructions have been properly recorded.
	By mail Follow the instructions on your proxy form. Complete the form, sign it and date it, and mail it in the postage-paid envelope included in your package.
All completed proxy forms must be received by our transfer agent before 2:00 p.m. EDT on April 28, 2026, or 48 hours (excluding Saturday, Sunday, and holidays) before the new date if the meeting is postponed or adjourned. The time limit for the deposit of proxies may be waived or extended by the Chair of the meeting without notice. Your package should include a self-addressed envelope. If the envelope is missing, please send your completed proxy form to: Computershare Investor Services Inc. 650 de Maisonneuve Boulevard West, 7th floor Montreal, Quebec, Canada H3A 3T2

	PLEASE NOTE
	To participate in the meeting online: • registered shareholders must have a control number • duly appointed proxyholders (including non-registered shareholders appointing themselves as proxyholder) must have an invite code they received via e-mail from our transfer agent. Requests for invite codes must be submitted to our transfer agent before 2:00 p.m. EDT on April 28, 2026. The invite code allows duly appointed proxyholders to attend, vote, and ask questions at the meeting. Otherwise, they can only attend the meeting as a guest and only listen to the proceedings.

Registered shareholders			Non-registered (beneficial) shareholders
Only registered shareholders or the persons they appoint as their proxyholders are permitted to vote at the meeting and ask questions. Your control number allows you entry into the meeting. If you would like to vote your shares in person at the meeting, check in with a Computershare representative when you arrive at the meeting. If you want to appoint someone to be your proxyholder, follow the two-step process below: Step 1 – Print the name of that person or entity in the blank space provided on the proxy form sent to you, complete your voting instructions, and then return the form in one of the ways indicated on the form (see page 4). Step 2 – Then register your third-party proxyholder to receive an invite code so they can participate in the meeting. Go to http://www.computershare.com/gildan before 2:00 p.m. EDT on April 28, 2026 to provide Computershare with the proxyholder’s contact information so they can send an e-mail to the proxyholder with an invite code to participate in the meeting (see box above).			As a non-registered or beneficial shareholder, you must appoint yourself as proxyholder to attend and vote your shares at the meeting. Print your name in the space provided on the voting instruction form in your package and carefully follow the instructions provided by your intermediary for returning the executed form. Do not complete any other part of the voting instruction form as your vote will be taken at the meeting. Send your form as soon as possible to allow enough time for your intermediary to act on your instructions as they may have earlier deadlines. If you want to appoint someone to be your proxyholder, follow the two-step process below: Step 1 – Print your own name to appoint yourself as proxyholder or the person you wish to appoint as your proxyholder in the space provided on the voting instruction form sent to you, and carefully follow the instructions provided by your intermediary. Be sure to send the form right away so they receive it and can act on the information before their deadline. Step 2 – Then register yourself or your third-party proxyholder to receive an invite code to participate in the meeting. Go to http://www.computershare.com/gildan before 2:00 p.m. EDT on April 28, 2026 to provide Computershare with the proxyholder’s contact information so they can send an e-mail to the proxyholder with an invite code to participate in the meeting. Note that you cannot use your voting instruction form to vote in person at the meeting. If you are a non-registered shareholder in the United States and wish to vote at the meeting or, if permitted, appoint a third-party as your proxyholder, you must follow some additional steps: • You must also obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form if you have not received one. Submit your completed legal proxy form to our transfer agent. • Requests for registration from non-registered shareholders located in the United States who wish to vote at the meeting or, if permitted, appoint a third-party as their proxyholder must send their request in writing: – By e-mail to USLegalProxy@computershare.com, or – By courier to Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6.

Registered shareholders			Non-registered (beneficial) shareholders
			The e-mail or package must be labeled Legal Proxy and be received before 2:00 p.m. EDT on April 28, 2026. Please contact your intermediary if you have questions. Attendance at the annual meeting is generally limited to Gildan shareholders of record and their authorized representatives (including duly appointed proxyholders). All shareholders must bring government issued photo identification, such as a driver’s licence, to attend the meeting in person. Any representative of a Gildan shareholder who wishes to attend the meeting must present acceptable documentation evidencing his or her authority, suitable evidence of ownership of Gildan shares by the shareholder as described above, and an acceptable form of identification. We reserve the right to limit the number of representatives for any shareholder who may attend the meeting. If you plan to vote your shares in person at the meeting, we recommend that you vote your shares in advance by proxy as described on pages 3 and 4. That way your vote will be counted if it turns out that you are unable to attend the meeting in person. If you need directions to the meeting, you may contact our Investor Relations department using the instructions on our website at www.gildancorp.com/Investors.

	Log in online at			https://meetings.lumiconnect.com/400-477-343-842
	Meeting password			gildan2026
	If you are a registered shareholder			Click “I have a login” and enter the control number on your proxy form
	If you are an appointed proxyholder			Click “Invitation” and enter the invite code you received by e-mail from our transfer agent (see below)
	If you are a guest			Click “I am a Guest” and complete the online form Attending as a guest means you will not be able to vote or ask any questions at the meeting

Registered shareholders			Non-registered (beneficial) shareholders
You can change your vote in one of three ways: • voting again by phone or on the internet or by sending in a new completed proxy form with a later date before the proxy cut-off deadline at 2:00 p.m. EDT on April 28, 2026, or 48 hours before the new date if the meeting is postponed or adjourned (the most recently dated voting instructions will be counted and voting instructions with a prior date will be disregarded) • by depositing a notice in writing executed by the registered shareholder or by the registered shareholder’s attorney duly authorized in writing or, if the registered shareholder is a body corporate, by a duly authorized officer or attorney either (i) with Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6 at any time up to and including the last business day before the meeting or any adjournment or postponement thereof, or (ii) with the Chair of the meeting prior to the start of the meeting on the day of the meeting, or any adjournment or postponement thereof, or • by any other method permitted by law. If a registered shareholder who has submitted a proxy form attends the meeting, any votes cast by the registered shareholder on a ballot at the meeting will be counted and the submitted proxy form will be disregarded.			You must e-mail or send a written note to your intermediary. Contact them right away about how to change or revoke your voting instructions. Intermediaries may set deadlines for receiving revocation notices farther in advance than the deadlines set out in this circular. If you attend the meeting in person, carefully follow the instructions for non-registered shareholders provided by your intermediary to make sure you are able to vote during the meeting.

	HOW TO REQUEST PAPER COPIES
	Shareholders can request a free paper copy of this circular and/or our annual consolidated financial statements up to one year from the date this circular was filed on SEDAR+ (www.sedarplus.ca).
	Before the meeting			After the meeting
	• Registered shareholders: call 1-866-964-0492 (toll-free in North America) or1-514-982-8716 (outside North America) • Non-registered shareholders: call 1-877-907-7643 (toll-free in North America) or +1-303-562-9305 (outside North America) See page 3 to read more about registered and non-registered shareholders.			Request the items online on our website: (www.gildancorp.com).


		WHAT’S INSIDE

	NOTE
	The shareholder rights plan is not expected to interfere with our day- to-day operations. The continuation of the existing outstanding rights and the issuance of additional rights in the future will not in any way alter our financial condition, impede our business plans, or alter our financial statements. See Appendix B beginning on page 81 for more information.


	Westmount, Québec, Canada Age: 64 2025 annual meeting votes: 125,321,401 (99.94%) for Top five key skills and experience1 • Strategy and risk management • Sales and marketing • Manufacturing operations • Supply chain and distribution • Textile and apparel industry

		GLENN J. CHAMANDY
		President and Chief Executive Officer of Gildan Gildan director since May 1, 1984 (except between December 10, 2023 and May 23, 2024) \| Not independent

Fiscal 2025 meeting attendance2
	Meetings	Overall attendance
Board	9 of 9		100%
Total attendance			100%

Gildan shareholdings3 (at fiscal year-end)
Year	Common shares3		RSUs		PSUs		Total shares, RSUs and PSUs		Total market value		Meets executive share ownership requirements
2025		969,578		21,990		639,128		1,630,696		$103,630,731	Yes (see page 52)
2024		806,272		18,305		630,012		1,454,589		$68,162,041
Change		163,306		3,685		9,116		176,107		$35,468,690


	Ponte Vedra Beach, Florida USA Age: 57 2025 annual meeting votes: 124,844,153 (99.56%) for Top five key skills and experience1 • Strategy and risk management • Accounting and financial • Global growth and operations • Sales and marketing • Supply chain and distribution

		MICHENER CHANDLEE
		Chief Financial Officer of WHOOP Gildan director since May 23, 2024 \| Independent

Fiscal 2025 meeting attendance
	Meetings	Overall attendance
Board	9 of 9		100%
Audit and finance committee	4 of 4		100%
Corporate governance and social responsibility committee	4 of 4		100%
Total attendance			100%

Gildan shareholdings (at fiscal year-end)
Year	Common shares		DSUs		Total shares and DSUs		Total market value		Meets share ownership requirements
2025		5,015		8,491		13,506		$858,275	Yes (see page 41)
2024		4,485		3,477		7,962		$373,120
Change		530		5,013		5,543		$485,155


	Hong Kong, China Age: 60 2025 annual meeting votes: 125,313,548 (99.93%) for Top five key skills and experience1 • Strategy and risk management • Global growth and operations • Supply chain and distribution • Environment and sustainability • Textile and apparel industry

		ANNE-LAURE DESCOURS
		Corporate director Gildan director since March 17, 2025 \| Independent

Fiscal 2025 meeting attendance4
	Meetings	Overall attendance
Board	8 of 8		100%
Corporate governance and social responsibility committee	3 of 3		100%
Total attendance			100%


	Westmount, Québec Canada Age: 62 2025 annual meeting votes: 122,884,183 (97.99%) for Top five key skills and experience1 • Strategy and risk management • Accounting and financial • Corporate governance and regulatory • Digital and technology • Environment and sustainability

		GHISLAIN HOULE
		Executive Vice-President and Chief Financial Officer of Canadian National Railway Company Gildan director since May 23, 2024 \| Independent

		MÉLANIE KAU
		Entrepreneur and Corporate director Gildan director since May 24, 2024 \| Independent

Other public company boards (last five years)
Alimentation Couche-Tard Inc. (TSX) (2006 to present)			Member of the Human Resources and Corporate Governance Committee (former chair) Former Lead Director


	Oakville, Ontario Canada Age: 58 New nominee Top five key skills and experience1 • Strategy and risk management • Human capital management and compensation • Global growth and operations • Digital and technology • Sales and marketing

		DEEPAK KHANDELWAL
		Corporate director Gildan director since February 25, 2026 \| Independent

Fiscal 2025 meeting attendance5
	Meetings	Overall attendance
Board	n/a		n/a
Total attendance			n/a


	Osprey, Florida USA Age: 72 2025 annual meeting votes: 120,184,823 (95.84%) for Top five key skills and experience1 • Strategy and risk management • Human capital management and compensation • Global growth and operations • Sales and marketing • Supply chain and distribution