UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14A-101)
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (AMENDMENT NO. )
Exchange Act of 1934
Filed by the Registrant [X]
x
Filed by a Party other than the Registrant [ ]
o
Filed by a Party other than the Registrant
Check the appropriate box:
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to |
OXFORD INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
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(Name
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE AND PROXY STATEMENT
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OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE,Piedmont Avenue, N.E.
ATLANTA, GEORGIA
Atlanta, Georgia 30308
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 6, 2003
The Annual Meeting of Stockholders of Oxford Industries, Inc. will be held
at the Company's principal offices, 222 Piedmont Avenue, N.E., Atlanta, Georgia,SHAREHOLDERS
To Be Held on Monday, October 6, 2003 at 3:00 p.m., local time, for the following purposes:
(1) To elect four directors of the Company;
(2) To adopt the Oxford Industries, Inc. Executive Performance
Incentive Plan;
(3) To approve the First Amendment to the 1997 Stock Option Plan to
increase the number shares available for issuance from 500,000 to
1,250,000;
(4) To approve the First Amendment to the 1997 Restricted Stock Plan
to include non-employee directors as eligible participants;
(5) To increase the number of authorized shares of the Company's
common stock from 30,000,000 to 60,000,000;
(6) To ratify the appointment of Ernst & Young LLP, independent
auditors, as the Company's independent auditors for the fiscal year ending
May 28, 2004; and
(7) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on August 18, 2003
will be entitled to receive notice of and to vote at the meeting.
THOMAS C. CHUBB III
Secretary
Atlanta, Georgia
September 8, 2003
10, 2005
| TIME: | 3:00 p.m., local time on Monday, October 10, 2005 | |
PLACE: | Oxford Industries, Inc. 222 Piedmont Avenue, N.E. Atlanta, Georgia 30308 | |
ITEMS OF BUSINESS: | (1) To elect three directors; | |
| (2) To ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006; and | ||
| (3) To transact any other business that properly comes before the meeting or any adjournment of the annual meeting. | ||
WHO MAY VOTE: | You may vote if you were a holder of record of Common Stock on August 22, 2005. | |
DATE OF NOTICE: | September 6, 2005 | |
DATE OF MAILING: | This notice and the proxy statement are first being mailed to shareholders on or about September 6, 2005. | |
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU ATTEND THE MEETING, YOU MAY ELECT TO VOTE IN PERSON.
TABLE OF CONTENTS
OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE,Piedmont Avenue, N.E.
ATLANTA, GEORGIA
Atlanta, Georgia 30308
-------------------------------
PROXY STATEMENT
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ANNUAL
For Annual Meeting of Shareholders
To Be Held on October 10, 2005
ABOUT THE MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 6, 2003
| What is a proxy? |
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for our 2005 Annual Meeting of Shareholders. These three officers are J. Hicks Lanier, Thomas Caldecot Chubb III and Sheridan B. Johnson.
| Who is furnishing this proxy statement? |
This proxy statement is being furnished to our shareholders by our Board of Directors in connection with the solicitation of the accompanying proxyproxies by the BoardBoard. The proxies will be used at our annual meeting of Directors of Oxford Industries, Inc. (the
"Company") for use at the Annual Meeting of Stockholdersshareholders to be held on October 6, 2003 and any adjournment thereof.10, 2005. This proxy statement and the accompanying proxy will be first mailed to stockholdersshareholders on or about September 8, 2003.6, 2005.
| What am I voting on? |
You will be voting on each of the following:
| 1. To elect three directors; | |
| 2. To ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006; and | |
| 3. To transact any other business that properly comes before the meeting or any adjournment of the annual meeting. |
As of the date of this proxy statement, the Board of Directors knows of no other matter that will be brought before the annual meeting.
You may not cumulate your votes for any matter being voted on at the annual meeting, and you are not entitled to appraisal or dissenter’s rights.
| Who may vote? |
You may vote if you own shares of our Common Stock as of the close of business on August 22, 2005, the record date for the annual meeting of shareholders. As of August 22, 2005, there were 17,043,862 shares of our Common Stock outstanding.
| How do I vote? |
You may vote using one of the following methods:
| • | By completing, signing and returning the enclosed proxy; or | |
| • | By attending the annual meeting and voting in person. |
If you hold your shares in the name of a bank or broker, the availability of telephone and Internet voting depends on their voting processes. Please follow the directions on your proxy card carefully.
| May I vote at the annual meeting? |
You may vote your shares at the annual meeting if you attend in person. Even if you plan to be present at the annual meeting, we encourage you to vote your shares by proxy. You may vote your proxy by mail.
| What if my shares are registered in more than one person’s name? |
If you own shares that are registered in the name of more than one person, each person must sign the enclosed proxy. If the proxy is signed by an attorney, executor, administrator, trustee, guardian or by any other person in a representative capacity, the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.
| What does it mean if I receive more than one proxy? |
It means you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is SunTrust Bank, Atlanta, Mail Code 258, P.O. Box 4625, Atlanta, Georgia 30302, and may be reached at 1-800-568-3476.
| What if I return my proxy but do not provide voting instructions? |
If you sign and return your proxy but do not include voting instructions, your proxy will be voted:
| • | FOR the election of the nominee directors named in this proxy statement; | |
| • | FOR the ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006. |
A properly executed card marked “Abstain” with respect to any proposal will not be voted.
| May I change my mind after I vote? |
You may change your vote at any time before the polls close at the annual meeting. You may do this by using one of the following methods:
| • | Giving written notice to the Secretary of our Company. | |
| • | Delivering a later-dated proxy. | |
| • | Voting in person at the annual meeting. |
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| How many votes am I entitled to? |
You are entitled to one vote for each share of our Common Stock that you own.
| How many votes must be present to hold the annual meeting? |
In order for us to conduct the annual meeting, the holders of a majority of shares entitled to votethe votes of the Common Stock outstanding as of August 22, 2005 must be present or represented by
proxy at the Annual Meeting.annual meeting. This is referred to as a quorum. In general, when a
quorum isYour shares will be counted as present at the "FOR"annual meeting if you do one of the following:
| • | Return a properly executed proxy (even if you do not provide voting instructions); or | |
| • | Attend the annual meeting and vote in person. |
| How many votes are needed to elect directors? |
To elect the Class I directors, the “FOR” votes cast at the annual meeting must exceed the "AGAINST"“AGAINST” votes cast to
approveat the annual meeting. If you do not vote in person or sign and return a proposal. With regard to election of directors, the four nominees
receiving the highest number of "FOR" votes will be elected.
Shares that are voted "WITHHELD" or "ABSTAIN" will be treated as being
present and entitled to vote for purposes of determining the presence of a
quorum butproxy, your shares will not be treatedcounted as “FOR” votes in favor of approving any matter
submitted to the stockholders for a vote. When proxies are properly dated,
executed and returned, the shares represented by such proxies will be votedor “AGAINST” votes at the Annual Meeting in accordance withannual meeting.
| How many votes are needed to ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006? |
To ratify the instructions of the stockholder.
Except as provided below, if no specific instructions are given, the shares will
be voted "FOR" the election of the Class II nominees for the board of directors
identified below; "FOR" the adoption of the Oxford Industries, Inc. Executive
Compensation Plan; "FOR" the amendment to the 1997 Stock Option Plan; "FOR" the
amendment to the 1997 Restricted Stock Plan; "FOR" the increase in the number of
authorized shares of the Company's common stock; "FOR" the ratificationappointment of Ernst & Young LLP, independent registered public accounting firm, as ourthe Company’s independent auditors for the fiscal year ending May 28, 2004;
andJune 2, 2006, the “FOR” votes cast at the discretionannual meeting must exceed the “AGAINST” votes cast at the annual meeting. If you do not vote in person or sign and return a proxy, your shares will not be counted as “FOR” votes or “AGAINST” votes at the annual meeting.
| How many votes are needed for other matters? |
To approve any other matter that properly comes before the annual meeting, the “FOR” votes cast in favor of the matter must exceed the “AGAINST” votes cast against the matter. The Board knows of no other matters that will be brought before the annual meeting. If other matters are properly introduced, the persons named in the enclosed proxy as the proxy holders uponwill vote on such other business asmatters in their discretion.
| Will my shares be voted if I do not provide my proxy? |
Your shares may properly come before the Annual Meeting or any adjournment thereof.
Under the rules that govern brokers who have record ownership of shares
thatbe voted under certain circumstances if they are held for their clients, who arein the beneficial ownersname of a brokerage firm. Brokerage firms have the authority under rules of the shares,
brokers have discretionNew York Stock Exchange (which we refer to as the “NYSE”) to vote thesecustomers’ unvoted shares on routine“routine” matters, exceptwhich includes the election of directors and the ratification of the appointment of independent auditors. Accordingly, if a brokerage firm votes your shares on these matters in accordance with these rules, your shares will count as set
forth below, butpresent at the annual meeting for purposes of establishing a quorum and will count as “FOR” votes or “AGAINST” votes, as the case may be, with respect to all “routine” matters voted on at the annual meeting. If you hold your shares directly in your own name, they will not on non-routine matters. Thus,be voted if you do not otherwise
instruct your broker,provide a proxy. When a proposal is not a routine matter and the broker may turn in a proxy cardbrokerage firm has not received voting your shares
"FOR" routine matters, but may NOT vote on non-routine matters.
IMPORTANT: The Securities & Exchange Commission recently approved new rules
that prohibit brokers or other nominees that are New York Stock Exchange member
organizations from voting in favor of proposals relating to equity compensation
plans unless they receive specific instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote inthe shares on that manner.proposal. If a brokerage firm signs and returns a proxy on your behalf that does not contain voting instructions, your shares will count as present
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at the annual meeting for quorum purposes, but will not count as “FOR” votes or “AGAINST” votes on any matter voted on at the annual meeting. These are being voted by areferred to as broker or
other nominee who is a NYSE member organization, such shares will only be voted
in favornon-votes.
ELECTION OF DIRECTORS
(Item 1)
Board of Proposals Two, Three and FourDirectors
Our Board of this proxy statement if you have
provided specific voting instructionsDirectors currently has eleven members. However, the Board recently amended our Bylaws to your broker or other nominee to vote
such shares in favor of that proposal. Because the required vote of stockholders
to approve the proposals is based upon the total number of votes cast, the
failure to submit a proxy card or vote in person, the abstention from voting, or
the failure to give a broker instructions for how to vote on the equity
compensation plans could, depending onreduce the number of votes cast, havemembers of the same
effectBoard to ten effective October 10, 2005. This change will reflect the retirement of Mr. Knowlton J. O’Reilly from the Board on that date. Mr. O’Reilly is retiring from the Board because he has attained age 65, which is the retirement age for most employee directors (see the table below). Mr. O’Reilly will continue to serve as a vote "AGAINST" the proposals.
A stockholder may revoke a proxy given pursuant to this solicitation at any
time prior to the meeting by delivering to the SecretaryGroup Vice President of the Company either a
written instrument of revocation or a properly signed proxy bearing a later
date. In addition,following his retirement from the powers of the persons named in the proxy to vote the
stockholder's shares will be suspended if the stockholder is present at the
meeting and elects to vote in person.
Only stockholders of record at the close of business on August 18, 2003 are
entitled to receive notice of and to vote at the meeting. Each stockholder is
entitled to one vote per share of common stock held on such date. There were
8,066,759 shares outstanding on August 18, 2003.
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS
The following table shows as of August 18, 2003 the name and address of
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's outstanding common stock, the number of shares
beneficially owned by each such person and the percentage of the Company's
outstanding common stock represented by such ownership. The nature of each
person's beneficial ownership is described in the footnotes to the table.
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(1) Dimensional Fund Advisors Inc. has sole voting and sole investment power
with respect to all such shares and disclaims beneficial ownership of all
such shares. This information was obtained from a Schedule 13G filed as of
February 12, 2003.
(2) The shares shown as beneficially owned by Mr. J. Hicks Lanier include (i)
231,155 shares held of record by Mr. Lanier with respect to which he has
sole voting and sole investment power, (ii) 337,664 shares held by a
charitable foundation of which Mr. Lanier is a trustee and with respect to
which he has sole voting and sole investment power, (iii) 391,772 shares
held by twenty trusts which benefit the late Mr. Sartain Lanier's children
(including Mr. Lanier) and grandchildren with respect to which Mr. Lanier
has sole voting and sole investment power, and (iv) 27,000 shares which may
be acquired within 60 days after August 18, 2003 by the exercise of stock
options under the Company's stock option plans.
(3) WEDGE Capital Management L.L.P. has sole voting and sole investment power
with respect to all such shares. This information was obtained from a
Schedule 13G filed as of January 28, 2003.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY EXECUTIVE OFFICERS AND DIRECTORS
The following table shows as of August 18, 2003 the number of shares of the
Company's common stock beneficially owned by each director, by each nominee for
director and by all directors and executive officers as a group, and the
percentage of the Company's outstanding common stock represented by such
beneficial
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ownership. Such persons had sole voting and investment power with respect to the
shares listed except as otherwise noted.
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* Less than 1%
(1) Includes all shares which may be acquired within 60 days after August 18,
2003 by the exercise of stock options under the Company's stock option plans
as follows: 17,000 shares by Mr. Blount, and 27,000 shares by Mr. J. Hicks
Lanier. Does not include shares beneficially owned by spouses and children
of officers and directors, and such officers and directors disclaim
beneficial ownership of such shares.
(2) See footnote 2 under "Beneficial Ownership of Common Stock -- Principal
Stockholders."
(3) The shares shown as beneficially owned by Mr. J. Reese Lanier, Sr. include
(i) 322,741 shares held of record by Mr. Lanier with respect to which he has
sole voting and sole investment power and (ii) 38,591 shares held by a
charitable foundation with respect to which Mr. Lanier has sole voting and
sole investment power.
1. ELECTION OF DIRECTORS
The Company's Board of Directors presently has 10 members. The Board has
amended the by-laws of the Company, effective as of the date of the Annual
Meeting of Stockholders, to provide for eleven directors.Board.
The directors are divided into three classes that are as nearly equal in size as possible andpossible. To maintain a nearly-equal class size following Mr. O’Reilly’s retirement from the Board, the Board nominated Mr. Robert E. Shaw for election as a Class I director at the 2005 Annual Meeting of Shareholders, removing him from the group of Class II directors whose terms will expire at the 2006 Annual Meeting of Shareholders. Directors in each class are elected to staggered three-year terms. A director holds office until the annual meeting of stockholdersshareholders held in the year during which the director'sdirector’s term ends or until a successor is elected and qualified.
The Board has nominated Tom Gallagher,Cecil D. Conlee, J. HicksReese Lanier, Sr. and Robert E. Shaw for re-electionelection as Class II DirectorsI directors to hold office until 2006. The Board has also
nominated Clarence H. Smith to stand for election as a Class II Director until
2006.2008. If a nominee becomes unable to serve as a director, a proxy may, in the discretion of the person(s) named in the proxy, be voted for a substitute nominee or may not be voted at all. Each nominee has consented to serve if elected, and the Board of Directors has no reason to believe that any nominee will be unable to serve.
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The following
Directors must retire when they reach the applicable age set forth in the table provides information regardingbelow. However, a director may continue to serve until the end of the term of service during which he or she attains retirement age.
| Type of Director | Age | |||
| Employee directors (other than our Chief Executive Officer) | 65 | |||
| Our Chief Executive Officer (if she or he is a director) | 72 | |||
| Non-employee directors not actively employed by a company in which such director does not beneficially own a controlling interest | 72 | |||
| Non-employee directors actively employed by a company in which such director does not beneficially own a controlling interest | 75 | |||
Our Board may amend our Bylaws to change the size of the board and may fill any vacancies created by an increase in the size of the Board.
We do not believe that any of the nominees andfor director will be unwilling or unable to serve as director. However, if at the continuing directors:
time of the annual meeting any of the nominees should be unwilling or unable to serve, proxies will be voted as recommended by the Board to do one of the following:
| • | to elect substitute nominees recommended by the Board; | |
| • | to allow the vacancy created to remain open until filled by the Board; or | |
| • | to reduce the number of |
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| Recommendation of the Board of |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
Nominees for Election — Class I Directors — Terms Expire in 2008
| Name | Age | Director Since | Positions Held | |||||||
| J. Reese Lanier, Sr.* | 62 | 1974 | Mr. Lanier is self-employed in farming and related businesses and has had this occupation for more than five years. | |||||||
| Cecil D. Conlee | 69 | 1985 | Mr. Conlee is Chairman of CGR Advisors, a real estate advisory company, and has held this position since 1990. He is also a director of Central Parking Corporation. Mr. Conlee serves on the Audit Committees of Central Parking Corporation and Vanderbilt University. He is Chairman of the Compensation Committee of Central Parking Corporation. | |||||||
| Robert E. Shaw | 74 | 1991 | Mr. Shaw is Chairman of the Board and Chief Executive Officer of Shaw Industries, Inc., a manufacturer and seller of carpeting to retailers and distributors, and has held those positions since 1995 and 1990, respectively. | |||||||
Continuing Class II Directors — Terms Expire in 2006
| Name | Age | Director Since | Positions Held | |||||||
| J. Hicks Lanier* | 65 | 1969 | Mr. Lanier has been Chairman and Chief Executive Officer of the Company since 1981. Mr. Lanier also served as President of the Company from 1977 until 2003. He serves as a director of SunTrust Banks, Inc., Crawford & Company and Genuine Parts Company. He serves on the Audit Committee of SunTrust Bank and Crawford & Company. He also serves on the Compensation Committee of Genuine Parts Company and Crawford & Company. | |||||||
| Thomas C. Gallagher | 57 | 1991 | Mr. Gallagher is Chairman, Chief Executive Officer and President of Genuine Parts Company, a distributor of automotive replacement parts, industrial products, office supplies and electrical and electronic parts. He was appointed Chief Executive Officer in 2004 and President in 1990. He is also a director of STI Classic Funds and STI Classic Variable Trust. He is a member of the Audit Committee of STI Classic Funds. | |||||||
| Clarence H. Smith | 54 | 2003 | Mr. Smith is President and Chief Executive Officer of Haverty Furniture Companies, Inc., a home furnishings retailer, and has held this position since January 2003. He served as President and Chief Operating Officer of Haverty Furniture Companies, Inc. from 2002 to 2003, Chief Operating Officer from 2000 to 2002, and Senior Vice President, General Manager — Stores from 1996 to 2000. He is also a director of Haverty Furniture Companies, Inc. | |||||||
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Continuing Class III Directors — Terms Expire in 2007
| Name | Age | Director Since | Positions Held | |||||||
| E. Jenner Wood III | 54 | 1995 | Mr. Wood became Chairman, President and Chief Executive Officer of Sun Trust Bank, Central Group, in March 2001. Mr. Wood served as Executive Vice President of SunTrust Banks, Inc. from 1994 until 2001. SunTrust Banks, Inc. is a financial holding company that through its flagship subsidiary, SunTrust Bank, offers deposit, credit and trust and investment services. Mr. Wood is a director of Crawford & Company and serves on its Compensation Committee. He is also a director of Georgia Power Company and serves on its Audit Committee. | |||||||
| Helen B. Weeks | 51 | 1998 | Ms. Weeks founded Ballard Designs, Inc., a home furnishing catalog business, in 1983 and served as Chief Executive Officer until she retired in 2002. | |||||||
| S. Anthony Margolis | 63 | 2003 | Mr. Margolis has been a Group Vice President of the Company and Chief Executive Officer of Tommy Bahama Group, Inc. (formerly known as Viewpoint International, Inc.) since 2003. Prior to joining the Company, Mr. Margolis had been the Chief Executive Officer and President of Viewpoint International, Inc. since 1992. | |||||||
| James A. Rubright | 58 | 2004 | Mr. Rubright has served as Chief Executive Officer of Rock-Tenn Company, a manufacturer of paperboard, paperboard packaging and merchandising displays for sale primarily to non-durable goods producers, since October 1999 and Chairman of its Board of Directors since January 2000. Mr. Rubright is a director of AGL Resources Inc., an energy company, and serves on its Compensation Committee. He is also a director of Avondale Incorporated, a textile manufacturing company, and serves on its Audit Committee. | |||||||
| * | J. Hicks Lanier and J. Reese Lanier, Sr. are first cousins. J. Reese Lanier, Jr., |
Corporate Governance
Director Independence. The Board has determined that the following directors are first cousins.
BOARD AND COMMITTEE MEETINGS AND DIRECTOR COMPENSATION
During the 2003 fiscal year, the Board of Directors met nine times and,
with the exception of Mr. Rogers, each director attended at least 75% of the
aggregate meetings of the Board and the committees on which the director served.
Mr. Rogers attended 67% of the aggregate Board meetings and 100% of the
committee meetings on which he served. Non-employee directors received quarterly
fees for services of $5,000 for the first three quarters, and $6,000 for the
fourth quarter, of the 2003 fiscal year. Non-employee directors
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also received a meeting fee of $1,000 during the first three quarters, and
$1,250 for the fourth quarter, for each Board or committee meeting attended
during the 2003 fiscal year.
NOMINATING COMMITTEE
The Nominating Committee recommends to the Board of Directors nominees for
election as director. The members of the Nominating Committee areindependent: Cecil D. Conlee, Tom Gallagher,James A. Rubright, Robert E. Shaw, Clarence H. Smith, Helen BallardB. Weeks and E. Jenner Wood III. In determining director independence, the Board broadly considers all relevant facts and circumstances when making a determination of independence, including the corporate governance listing standards of the NYSE. The Board considers the issue not merely from the standpoint of a director, but also from that of persons or organizations with which the director has an affiliation. An independent director is free of any relationship with our Company or our management that impairs the director’s ability to make independent judgments. The Board has determined that each of these directors has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Mr. E. Jenner Wood III has certain relationships with our Company that are described elsewhere in this proxy statement under the heading“Certain Transactions.” The Board has
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determined that this relationship is not material for purposes of determining Mr. Wood’s independence in accordance with the NYSE corporate governance listing standards.
Corporate Governance Guidelines. We have posted our Corporate Governance Guidelines on our Internet website atwww.oxfordinc.com.
Director Self-Evaluation. Our Corporate Governance Guidelines provide that our Board will conduct an annual self-evaluation of the Board and its Committees. The Corporate Governance Guidelines provide that the Nominating, Compensation and Governance Committee didis responsible for overseeing the self-evaluation process.
Meetings of Non-Employee Directors. Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately from the other directors. Our non-employee directors include directors who are independent, as defined in the NYSE corporate governance listing standards, and any other directors who are not meet duringofficers of our Company even though they may have another relationship to our Company or our management that prevents them from being considered independent under the 2003 fiscal year.
AUDIT COMMITTEENYSE standards.
Presiding Independent Director. Robert E. Shaw is the presiding independent director, in accordance with our Corporate Governance Guidelines.
Submission of Candidates by Shareholders. Shareholders may recommend candidates for consideration by the Nominating, Compensation and Governance Committee by submitting a written recommendation to the Secretary of the Company. The Auditrecommendation must be sent by certified or registered mail and received by the time specified in the Company’s Proxy Statement as the deadline for submitting shareholder proposals for consideration at the Company’s Annual Meeting. In addition to the information required below, the shareholder must provide his or her own name, number of shares owned and the date the shares were purchased. Any recommendation received by the Secretary will be promptly forwarded to the Chairman of the Nominating, Compensation and Governance Committee.
Regardless of the source of the recommendation, the Nominating, Compensation and Governance Committee annually reviewsmust be provided the following information for new candidates being recommended:
| (1) the name, age, business address and residence address of the candidate; | |
| (2) the candidate’s resume, which must describe, among other things, the candidate’s principal occupation or employment history, other directorships held, material outside commitments and the names of all other business entities of which the candidate owns a 10% beneficial interest; | |
| (3) a statement from the candidate describing the reasons for seeking election to the Board of Directors; | |
| (4) the number of shares of the Company’s stock that are beneficially owned by the candidate; | |
| (5) the candidate’s consent to stand for election if nominated by the Board and to serve if elected by the shareowners; and | |
| (6) any other information that may assist the Committee in evaluating the candidate or that the Committee may request. |
In addition to candidates submitted by shareholders, the Committee will also consider candidates recommended by directors, management, third party search firms, or any other valid or reliable source.
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The Committee strives to identify and recommends torecruit the best-qualified candidates that are available. The Committee will compile a complete list of candidates recommended from any valid source and evaluate each candidate. Each candidate will be evaluated in the context of the current composition of the Board, the firmcurrent needs of the Board and the long-term interests of the shareholders. After evaluating each candidate, the Committee will vote on which candidates will be recommended to be engaged as independent auditors forthe full Board.
| Meetings of the Board of Directors |
The Board met seven times during our fiscal year that ended on June 3, 2005 (“fiscal 2005”). Each of the directors other than Robert E. Shaw attended at least 75% of all meetings of the Board and Committees on which they served in fiscal 2005. While the Company for the next fiscal year,
reviews with the independent auditors the plan and resultshas not adopted a formal policy regarding attendance by members of the audit
engagement, reviewsBoard at the scope and resultsAnnual Meeting of Shareholders, each of the Company's procedures for
internal auditingdirectors attended the Company’s 2004 Annual Meeting of Shareholders.
| Committees of the Board of Directors |
The Board has an Executive Committee, an Audit Committee and inquires as toa Nominating, Compensation and Governance Committee.
Executive Committee. Messrs. J. Hicks Lanier, Knowlton J. O’Reilly and Robert E. Shaw are the adequacymembers of the Company's internal
accounting controls.Executive Committee. Mr. J. Hicks Lanier is chairman of the Committee.
The Executive Committee is authorized to exercise the authority of the full board in managing the business and affairs of our Company. However, the Executive Committee does not have certain powers, including the following:
| (1) to fill vacancies on the Board; | |
| (2) to adopt, amend or repeal our Bylaws; or | |
| (3) to approve or propose to shareholders action that Georgia law requires to be approved by shareholders. |
The Executive Committee met once in fiscal 2005.
Audit Committee. Cecil D. Conlee, James A. Rubright and Clarence H. Smith are the members of the Audit Committee. Mr. Conlee is chairman of the Committee. We have posted the Committee’s charter on our Internet website atwww.oxfordinc.com. The Board has determined that Mr. Conlee is an “Audit Committee financial expert” as that term is defined in Item 401(h)(1) of Regulation S-K under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). The Board has also determined that all members of the Committee are independent and are financially literate. See“Board of Directors — Corporate Governance — Director Independence” above.
The Board established the Audit Committee has(in accordance with Rule 10A-3 of the authorityExchange Act) to conduct any
investigation appropriate toassist the Board in fulfilling its responsibilities and has direct
accesswith respect to the Company's independent auditors, the Directoroversight of the Company'sfollowing:
| (1) the integrity of our financial statements, reporting processes and systems of internal controls; | |
| (2) our compliance with applicable laws and regulations; |
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| (3) the qualifications and independence of our independent auditors; and | |
| (4) the performance of our internal audit department and our independent auditors. |
The principal duties and other members of Company management. The membersresponsibilities of the Audit Committee are Cecil D. Conlee, J. Reese Lanier, Sr. and E. Jenner
Wood III.set forth in its charter. The Audit Committee may exercise additional authority prescribed from time to time by the Board.
The Audit Committee met threefive times in fiscal 2005, including meetings to review each of the quarterly earnings releases.
Nominating, Compensation and Governance Committee. Cecil D. Conlee, Robert E. Shaw and Helen B. Weeks are the members of the Nominating, Compensation and Governance Committee. Mr. Shaw is chairman of the Committee. We have posted the Committee’s charter on our Internet website atwww.oxfordinc.com. The Board has determined that all members of the Committee are independent. See“Board of Directors — Corporate Governance — Director Independence” above.
The purpose of the Nominating, Compensation and Governance Committee is to:
| (1) assist our Board in fulfilling its responsibilities with respect to compensation of our executive officers; | |
| (2) establish criteria for the selection of new directors to serve on the Board; | |
| (3) recommend candidates for all directorships to be filled; | |
| (4) identify individuals qualified to serve as members of our Board; | |
| (5) review and recommend Committee appointments; | |
| (6) consider questions of independence and possible conflicts of interest of members of the Board and our executive officers; | |
| (7) take a leadership role in shaping our corporate governance; | |
| (8) develop and recommend to the Board for adoption our Corporate Governance Guidelines; | |
| (9) lead the Board in the Board’s annual review of its own performance; and | |
| (10) perform other functions that it deems necessary or appropriate. |
The Nominating, Compensation and Governance Committee also has the following responsibilities related to determining the compensation of executive officers:
| (1) administer our stock option and restricted stock plans; | |
| (2) administer our Executive Performance Incentive Plan; | |
| (3) review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer (“CEO”); | |
| (4) evaluate the CEO’s performance in light of those goals and objectives; | |
| (5) determine the compensation of the CEO based upon this evaluation; | |
| (6) review and approve the compensation of our executive officers; |
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| (7) make recommendations to the Board regarding non-chief executive officer compensation, incentive-compensation plans and equity-based plans; and | |
| (8) annually prepare a report on Executive Compensation for inclusion in our proxy statement. |
In determining the long-term incentive component of the CEO’s compensation, the Committee considers our performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years and such other factors as the Committee deems relevant.
The Nominating, Compensation and Governance Committee met twice during fiscal 2005.
| Compensation of Directors |
For fiscal 2005, a non-employee director who served as Chairman of the Audit Committee or the Nominating, Compensation and Governance Committee received an annual retainer of $30,000. All other non-employee directors received an annual retainer of $24,000. Each non-employee director is required to receive at least one-half of his or her annual retainer in the form of restricted stock of the Company and may elect to receive the remainder of the annual retainer in cash or in restricted stock of the Company. Each non-employee director receives a $1,250 meeting fee for each Board and Committee meeting attended. Directors are reimbursed for their out-of-pocket expenses in attending meetings. Directors who are employees of the Company do not receive an annual retainer or meeting fees.
COMMON STOCK OWNERSHIP BY MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The table below sets forth certain information, as of August 22, 2005 (except as noted), regarding the beneficial ownership of shares of our Common Stock by:
| • | owners of 5% or more of our Common Stock; | |
| • | our directors; | |
| • | our named executive officers, as defined in“Executive Compensation — Summary Compensation Table”; and | |
| • | our directors and executive officers as a group. |
Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of our Common Stock shown as being beneficially owned by them. Under the rules of the Securities and Exchange Commission (the “SEC”), a person “beneficially owns” securities which that person has the right to purchase within 60 days. Under these rules, more than one person may be deemed to beneficially own the same securities, and a person may be deemed to beneficially own securities in which he or
10
she has no financial interest. Unless otherwise indicated, the address for each shareholder on this table is c/o Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
| Beneficial Ownership of | ||||||||
| Common Stock | ||||||||
| Number of | Percent of | |||||||
| Name | Shares | Class(1) | ||||||
| Apex Capital, LLC | 1,264,000 | (a) | 7.35 | % | ||||
| Buckingham Capital Management Incorporated | 1,104,200 | (b) | 6.42 | % | ||||
| Columbia Wanger Asset Management, L.P. | 1,675,800 | (c) | 9.75 | % | ||||
| SunTrust Banks, Inc. | 947,728 | (d) | 5.51 | % | ||||
| Systematic Financial Management, L.P. | 910,227 | (e) | 5.29 | % | ||||
| Thomas C. Chubb III | 25,903 | (f) | * | |||||
| Cecil D. Conlee | 7,224 | * | ||||||
| Thomas C. Gallagher | 4,289 | * | ||||||
| J. Hicks Lanier | 1,673,799 | (g) | 9.74 | % | ||||
| J. Reese Lanier, Sr. | 600,160 | (h) | 3.49 | % | ||||
| S. Anthony Margolis | 36,555 | (i) | * | |||||
| Knowlton J. O’Reilly | 23,312 | (j) | * | |||||
| James A. Rubright | 434 | * | ||||||
| Michael J. Setola | 12,500 | (k) | * | |||||
| Robert E. Shaw | 2,724 | * | ||||||
| Clarence H. Smith | 689 | * | ||||||
| Helen B. Weeks | 289 | * | ||||||
| E. Jenner Wood III | 1,289 | * | ||||||
| All directors and executive officers as a group (18 persons) | 2,450,300 | (l) | 14.26 | % | ||||
| * | Less than 1% | |
| (1) | Based on an aggregate of 17,187,132 shares of our Common Stock, which represents 17,043,862 shares of our Common Stock issued and outstanding as of August 22, 2005plus143,270 shares of our Common Stock (which represents the number of shares of Common Stock issuable upon exercise of outstanding stock options that are or will become exercisable on or prior to October 22, 2005 for the individuals in this table). | |
| (a) | The shares shown as beneficially owned by Apex Capital, LLC (“Apex”) include (i) 1,250,000 shares with respect to which Apex and Sanford J. Colen have shared voting power and shared investment power and (ii) 14,000 shares held of record by Mr. Colen of which he has sole voting power and sole investment power. Their address is 25 Orinda Way, Suite 300, Orinda, CA 94563. This information was as of December 31, 2004 and was obtained from a Schedule 13G/ A filed as of February 14, 2005. | |
| (b) | The shares reported are held by Buckingham Capital Management Incorporated, which has sole voting and investment power with respect to all shares reported. Its address is 750 Third Avenue, Sixth Floor, New York, NY 10017. This information was as of June 30, 2005 and was obtained from a Schedule 13G filed as of August 12, 2005. | |
| (c) | The shares reported are held by Columbia Wanger Asset Management, L.P. and its general partner for their clients in various fiduciary and agency capacities. One client, Columbia Acorn Trust, an investment company, has shared voting and investment power over 1,030,200 of the reported shares. Columbia |
11
| Wanger Asset Management, L.P. has shared voting and investment power over all of the reported shares. The address for each of the parties is 227 West Monroe Street, Suite 3000, Chicago, IL 60606. This information was as of December 31, 2004 and was obtained from a Schedule 13G/ A filed as of February 11, 2005. | ||
| (d) | The shares reported are held by SunTrust Banks, Inc. and its subsidiaries in various fiduciary and agency capacities and include (i) 686,556 shares with respect to which they have sole voting power, (ii) 51,000 shares with respect to which they have shared voting power, (iii) 592,113 shares with respect to which they have sole investment power and (iv) 355,614 shares with respect to which they have shared investment power. SunTrust disclaims beneficial interest in any of the shares reported. The address is 303 Peachtree Street, Suite 1500, Atlanta, GA 30308. This information was as of December 31, 2004 and was obtained from a Schedule 13G filed as of February 16, 2005. | |
| (e) | The shares reported are held Systematic Financial Management, L.P. and include (i) 590,227 shares with respect to which it has sole voting power and (ii) 910,227 shares with respect to which it has sole investment power. Its address is 300 Frank W. Burr Blvd., Glenpointe East, 7th Floor, Teaneck, NJ 07666. This information was as of December 31, 2004 and was obtained from a Schedule 13G filed as of February 14, 2005. | |
| (f) | Of this amount, Mr. Chubb has sole voting and investment power with respect to 5,233 shares, and 20,670 shares representing exercisable options. | |
| (g) | Of this amount, Mr. Lanier has sole voting and investment power with respect to 452,066 shares, sole voting and investment power with respect to 554,677 shares held by a charitable foundation of which Mr. Lanier is a trustee, sole voting and investment power with respect to 587,856 shares held by various trusts, and 79,200 shares of exercisable options. | |
| (h) | Of this amount, Mr. Lanier has sole voting and investment power with respect to 526,378 shares, and sole voting and investment power with respect to 73,182 shares held by trust. | |
| (i) | Of this amount, Mr. Margolis has sole voting and investment power with respect to 27,463 shares, and sole voting and investment power with respect to 9,092 shares held by trust. | |
| (j) | Of this amount, Mr. O’Reilly has sole voting and investment power with respect to 12,712 shares, and 10,600 shares representing exercisable options. | |
| (k) | Of this amount, Mr. Setola has sole voting and investment power with respect to 4,500 shares, and 8,000 shares representing exercisable options. | |
| (l) | Of this amount, the executive officers not listed by name have sole voting and investment power with respect to 61,133 shares, sole voting and investment power with respect to 18,666 shares held by trust, and 24,800 shares representing exercisable options. |
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EXECUTIVE OFFICERS
Identification of Executive Officers
The executive officers of our Company are as follows as of August 22, 2005:
| Name | Age | Position Held | ||||
| J. Hicks Lanier | 65 | Chairman and Chief Executive Officer | ||||
| Michael J. Setola | 47 | President | ||||
| Thomas C. Chubb III | 41 | Executive Vice President | ||||
| S. Anthony Margolis | 63 | Group Vice President | ||||
| Knowlton J. O’Reilly | 65 | Group Vice President | ||||
| John A. Baumgartner | 62 | Senior Vice President | ||||
| K. Scott Grassmyer | 44 | Senior Vice President and Controller | ||||
| J. Reese Lanier, Jr. | 40 | Senior Vice President and Treasurer | ||||
| Christine B. Cole | 56 | Vice President | ||||
| Anne M. Shoemaker | 46 | Vice President | ||||
All of our executive officers are elected by and serve at the discretion of either the Board or the Chairman of the Board.
Mr. J. Hicks Lanier has been Chairman and Chief Executive Officer of the Company since 1981. Mr. Lanier also served as President of the Company from 1977 until 2003. He is also a director of SunTrust Banks, Inc., Crawford & Company and Genuine Parts Company.
Mr. Michael J. Setola has served as President since 2003. Prior to joining the Company, Mr. Setola had been the Chairman and Chief Executive Officer of Salant Corporation since 1998. Salant Corporation filed a petition for relief under Chapter 11 of the Bankruptcy Code in 1998, and was reorganized in 1999.
Mr. Thomas C. Chubb III was appointed as Executive Vice President in 2004. From 1999 to 2004, he served as Vice President, General Counsel and Secretary.
Mr. S. Anthony Margolis has been a Group Vice President of the Company and Chief Executive Officer of Tommy Bahama Group, Inc. (formerly known as Viewpoint International, Inc.) since 2003. Prior to joining the Company, Mr. Margolis had been the Chief Executive Officer and President of Viewpoint International, Inc. since 1992.
Mr. Knowlton J. O’Reilly has served as Group Vice President since 1978.
Mr. John A. Baumgartner was appointed as Senior Vice President in 2004. From 1992 to 2004, he served as Vice President.
Mr. K. Scott Grassmyer was appointed as Senior Vice President in 2004 and remains Controller. From 2003 to 2004, he served as Vice President and Controller. From 2002 to 2003, he served as Controller. Prior to joining the Company, he served as Senior Vice President and Chief Financial Officer of Duck Head Apparel Company, Inc., an apparel manufacturer, since 1997.
Mr. J. Reese Lanier, Jr. was appointed as Senior Vice President in 2004 and remains Treasurer. From 2003 to 2004, he served as Vice President and Treasurer. From 2000 to 2003, he served as Treasurer.
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Ms. Christine B. Cole was appointed as Vice President in 2004. Prior to joining the Company, Ms. Cole had been the Vice President of Reed Business Information, Inc., a provider of information and communications for a diverse range of business sectors, since 1999.
Ms. Anne M. Shoemaker was appointed as Vice President in 2004. From 1995 to 2004, she served as Director of Credit and Internal Audit.
Ethical Conduct Policy for Senior Financial Officers
Our Board of Directors has adopted a code of ethical conduct for our senior financial officers, including, among others, our principal executive officer (our CEO), our principal financial officer (our Executive Vice President), and our principal accounting officer (our Controller). These individuals are expected to adhere at all times to this code of ethical conduct. We have posted this code of ethical conduct on our Internet website atwww.oxfordinc.com.
Failure to comply with this code of ethical conduct is a serious offense and will result in appropriate disciplinary action. Our Board and our Audit Committee each has the authority to independently approve, in their sole discretion, any such disciplinary action as well as any amendment to and any material departure from a provision of this code of ethical conduct. We will disclose on our Internet website atwww.oxfordinc.com,to the extent and in the manner permitted by Item 5.05 of Form 8-K under Section 13 of the Exchange Act, the nature of any amendment to this code of ethical conduct (other than technical, administrative, or other non-substantive amendments), our approval of any material departure from a provision of this code of ethical conduct, and our failure to take action within a reasonable period of time regarding any material departure from a provision of this code of ethical conduct that has been made known to any of the executive officers noted above.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The table below shows the compensation earned during fiscal year.2005, 2004, and 2003 by our CEO and our four other most highly compensated executive officers who were serving at the end of fiscal 2005. These individuals are called the“named executive officers.”
Summary Compensation Table
| Long-Term | |||||||||||||||||||||||||
| Compensation Awards | |||||||||||||||||||||||||
| Annual Compensation | Securities | ||||||||||||||||||||||||
| Restricted | Underlying | ||||||||||||||||||||||||
| Salary | Bonus | Stock | Options | All Other | |||||||||||||||||||||
| Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | (# shares)(3) | Compensation($)(4) | |||||||||||||||||||
| J. Hicks Lanier | 2005 | 738,461 | 1,000,000 | 253,155 | None | 71,072 | |||||||||||||||||||
| Chairman of the Board and | 2004 | 581,154 | 709,734 | None | 13,000 | 54,563 | |||||||||||||||||||
| Chief Executive Officer | 2003 | 505,052 | 736,950 | None | 10,000 | 57,861 | |||||||||||||||||||
| Michael J. Setola | 2005 | 770,584 | 500,000 | 216,990 | None | 12,969 | |||||||||||||||||||
| President | 2004 | (5) | 382,846 | 350,000 | None | None | None | ||||||||||||||||||
| 2003 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||
| Thomas Caldecot Chubb III | 2005 | 358,071 | 250,000 | 144,660 | None | 8,153 | |||||||||||||||||||
| Executive Vice President | 2004 | (6) | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||
| 2003 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||
| S. Anthony Margolis | 2005 | 1,130,981 | 673,381 | None | None | 9,984 | |||||||||||||||||||
| Group Vice President | 2004 | 1,035,697 | 741,942 | None | None | 12,000 | |||||||||||||||||||
| 2003 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||
| Knowlton J. O’Reilly | 2005 | 478,986 | 125,000 | 108,495 | None | 19,624 | |||||||||||||||||||
| Group Vice President | 2004 | 470,770 | 180,000 | None | 13,000 | 9,507 | |||||||||||||||||||
| 2003 | 450,480 | 300,000 | None | 10,000 | 6,744 | ||||||||||||||||||||
| (1) | Salary includes additional compensation paid under the executive savings program, which was discontinued as of December 31, 2004, in the amount of (i) $31,738 for Mr. Setola, (ii) $9,929 for Mr. Chubb and (iii) $18,265 for Mr. O’Reilly. Salary also includes for Mr. Chubb compensation of $2,046 attributable to certain contributions under the Employee Stock Purchase Plan. |
| (2) | Certain executives were awarded the opportunity to earn shares of restricted stock based on the performance of the Company during the second half of fiscal 2005 (see the “Report on Executive Compensation” below for additional information on these awards). Following the end of fiscal 2005, the Nominating, Compensation and Governance Committee determined that the named executive officers had earned shares of restricted stock as follows for the performance period ending June 3, 2005: (i) 5,250 shares for Mr. Lanier, (ii) 4,500 shares for Mr. Setola, (iii) 3,000 shares for Mr. Chubb and (iv) 2,250 shares for Mr. O’Reilly. The restricted stock was issued on August 15, 2005. The dollar value of the restricted stock disclosed above is based on the number of shares awarded multiplied by $48.22, which was the closing value of the Company’s common stock on August 15, 2005 as reported by the NYSE. The shares of restricted stock will become fully vested and nonforfeitable on June 3, 2008. Recipients are entitled to cash dividends paid on the shares of restricted stock during the restricted period. |
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| (3) | Adjusted to reflect our two-for-one stock split on December 1, 2003. |
| (4) | All other compensation includes the following items in the amounts set forth beside each executive officer’s name in the table set forth below for fiscal 2005. |
| Matching Non-Qualified | ||||||||||||||||
| Excess Group Life | Executive Medical | Matching 401(k) | Deferred Compensation | |||||||||||||
| Executive Officer | Insurance($) | Plan($) | Contributions($) | Contributions($) | ||||||||||||
| J. Hicks Lanier | 8,176 | 14,242 | 5,538 | 43,116 | ||||||||||||
| Michael J. Setola | None | 10,061 | 2,908 | None | ||||||||||||
| Thomas C. Chubb III | 335 | 1,834 | 5,984 | None | ||||||||||||
| S. Anthony Margolis | 1,584 | None | 8,400 | None | ||||||||||||
| Knowlton J. O’Reilly | 11,161 | 4,909 | 3,554 | None | ||||||||||||
| (5) | Mr. Setola’s 2004 compensation was prorated for 28 weeks in fiscal 2004. |
| (6) | Mr. Chubb was first appointed as an executive officer in fiscal 2005. |
Aggregated Options Table
The Company did not make any new stock option grants to the named executive officers in fiscal 2005. The table below shows information with respect to options exercised during fiscal 2005 and options held at the end of fiscal 2005 by each named executive officer. All options are options to purchase our Common Stock.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
| Number of Shares | ||||||||||||||||
| Underlying Unexercised | Value(1) of Unexercised | |||||||||||||||
| Shares | Options at | In-the-Money Options at | ||||||||||||||
| Acquired | Value | Fiscal Year-End(#) | Fiscal Year-End($) | |||||||||||||
| Name | on Exercise(#) | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
| J. Hicks Lanier | 0 | 0 | 68,600/24,400 | 1,879,538/584,898 | ||||||||||||
| Michael J. Setola | 0 | 0 | 8,000/32,000 | 73,160/292,640 | ||||||||||||
| Thomas C. Chubb III | 0 | 0 | 14,470/19,000 | 382,582/412,680 | ||||||||||||
| S. Anthony Margolis | 0 | 0 | 0/0 | 0/0 | ||||||||||||
| Knowlton J. O’Reilly | 14,600 | 347,336 | 0/24,400 | 0/584,898 | ||||||||||||
| (1) | These amounts reflect the difference between: |
| • | the fair market value of the shares of our Common Stock underlying the options held by each officer based on an average of the “high” and “low” sale price per share of our Common Stock of $41.295 on June 3, 2005 as reported on the NYSE, and | |
| • | the aggregate exercise price of such options. |
| Nominating, Compensation and Governance Committee Interlocks and Insider Participation |
Ms. Helen B. Weeks and Messrs. Cecil D. Conlee and Robert E. Shaw served on the Nominating, Compensation and Governance Committee of the Board during fiscal 2005. None of them are current or former officers or employees of our company or any subsidiary or have any other direct or indirect relationship
16
with our company or any other entity that could reasonably be expected to influence their actions as members of the Nominating, Compensation and Governance Committee.
CERTAIN TRANSACTIONS
Certain Relationships and Related Transactions
SunTrust Banks, Inc. and its subsidiaries (“SunTrust”) are principal shareholders of the Company (see“Common Stock Ownership by Management and Certain Beneficial Owners” above). Mr. J. Hicks Lanier is on the Board of Directors of SunTrust and its Audit Committee. Mr. E. Jenner Wood III was Chairman, President and Chief Executive Officer of SunTrust Bank, Central Group, at the end of fiscal 2005.
In fiscal 2004, we established a $275 million syndicated credit facility under which subsidiaries of SunTrust served as agent and lender. In fiscal 2005, the credit facility was amended and restated to $280 million. As of June 3, 2005, we had direct borrowings of $90.1 million and $113 million in letters of credit outstanding under the credit facility. In fiscal 2005, the services provided and interest and fees paid to SunTrust in connection with such services are set forth below.
| Service | Fees and Interest | |||
| Agent for credit facility | $ | 2,998,591 | ||
| Cash management, trust and other services | $ | 151,089 | ||
Our aggregate payments to SunTrust and its subsidiaries for these services, together with all of the other services described above in this section, did not exceed 1% of our gross revenues during fiscal 2005 or 1% of SunTrust Banks’ gross revenues during its fiscal year ended December 31, 2004.
REPORT OF THE AUDIT COMMITTEE REPORT -- 2003
The Audit Committee, which operates under a written charter adopted by our Board of Directors, is composed of independent directors and oversees, on behalf of the Board of Directors, currently has three members,
each of whom is an independent director under the current rules of the New York
Stock Exchange. The Committee operates under a written charter, a copy of which
was attached to the Company's 2001 Proxy Statement. The Committee reviews the
Company'sour Company’s financial reporting process and system of internal control over financial reporting. We have posted the Audit Committee’s charter on behalfour Internet website atwww.oxfordinc.com. Our management has the primary responsibility for the financial statements and the reporting process, including the systems of the Board.internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the Company's audited financial statements containedto be included in the Annual Reportannual report on Form 10-K for the fiscal 2003year ended June 3, 2005 (“fiscal 2005”) with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Committee discussed with the Company's management and the independent auditors.
The Company's management is responsible for the Company's financial
statements and the financial reporting process, including the system of internal
controls. The independent auditors, who are responsible for auditing the Company's
financial statements and for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, generally accepted intheir judgments as to the United States. The Committee has discussed withquality, not just the independent auditors theacceptability, of our Company’s accounting principles and such other matters as are required to be discussed bywith the Audit Committee under generally accepted auditing standards (including Statement on Auditing Standards No. 61 Communication(Communication with Audit Committees, as amended.Committees)) and applicable law.
In addition, the Committee has
discussed with the independent auditors provided to the auditors' independence from the
Company and its management, including the matters inAudit Committee the written disclosures provided toand the Committeeletter regarding its independence from management and our Company as required by Rule 3600T of the Public Company
Accounting Oversight Board, which adopts on an interim basis Independence Standards
17
Board Standard No. 1 Independence(Independence Discussions with Audit Committees.Committees). The Audit Committee has also considered whetherdiscussed this information with the independent auditors' provision of
other non-audit services toauditors. The Audit Committee discussed with our Company’s internal and independent auditors the Company is compatible with the auditors'
independence.overall scope and plans for their respective audits. The Audit Committee meetsmet with the internal and independent auditors, with and without management present, to discuss the results of their examinations, thetheir evaluations of the Company'sour Company’s internal controls, and the overall quality of the
Company'sour Company’s financial reporting. BasedThe Audit Committee also considered whether the independent auditors’ provision of other non-audit services to our Company is compatible with the auditors’ independence. The Audit Committee held five meetings during fiscal 2005.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the board approved) that the audited consolidated
financial statements be 6
included in the Company's Annual Reportannual report on Form 10-K for fiscal 20032005 for filing with the Securities and Exchange Commission.
SEC.
Respectfully Submitted,
Cecil D. Conlee, Chairman
J. Reese Lanier, Sr.
E. Jenner Wood III
STOCK OPTION AND COMPENSATION COMMITTEE
James A. Rubright
Clarence H. Smith
The Stock Optionforegoing report should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and Compensation Committee administersshall not otherwise be deemed filed under such Acts.
INDEPENDENT AUDITORS
| Fees |
The following table summarizes certain fees that we paid to Ernst & Young LLP for professional services rendered for fiscal 2005 and fiscal 2004:
| Fee Category | Fiscal 2005 Fees($) | Fiscal 2004 Fees($) | ||||||
| Audit fees | 1,391,000 | 644,000 | ||||||
| Audit-related fees | 72,000 | None | ||||||
| Tax fees | 63,000 | 28,000 | ||||||
| All other fees | None | None | ||||||
| Total fees | 1,526,000 | 672,000 | ||||||
Audit Fees. Audit fees are fees for the Company's stock
optionaudit of our annual and restricted stock plans, determinesquarterly financial statements and for services normally provided in connection with statutory and regulatory filings. The audit fees for fiscal 2005 include fees related to the compensationaudit of internal control over financial reporting as required by Section 404 of the Company's
Chief Executive OfficerSarbanes-Oxley Act of 2002.
Audit-Related Fees. Audit-related fees are fees for audit-related services such as services related to potential business acquisitions and approvesdispositions, the compensationaudit of employee benefit plan financial statements, assistance with implementation of recently adopted rules and regulations and compliance with rules and regulations applicable to accounting and internal control matters.
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Tax Fees. Tax fees are fees for tax compliance, planning and advisory services.
Auditor Independence
The Audit Committee considered the effects that the provision of the Company's other
executive officers.services described above under the subheadings“Audit-Related Fees” and“Tax Fees” may have on the auditor’s independence and has determined that such independence has been maintained.
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors |
The membersAudit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Unless a service to be provided by the independent auditors has received general pre-approval under the policy, it requires specific pre-approval by the Audit Committee or the Chair of the Stock OptionAudit Committee before the commencement of the service.
Specific pre-approval is required for significant recurring annual engagements such as engagements for the required annual audit and quarterly reviews (including the audit of internal control over financial reporting), and statutory or employee benefit plan audits.
Under the policy, general pre-approval is provided for:
| • | audit services associated with a change in the scope of the annual audit engagement and additional audit procedures arising out of the Company’s adoption of (1) new accounting pronouncements or (2) business transactions, regulatory matters, or unanticipated matters arising in the conduct of the audit; | |
| • | work associated with registration statements under the Securities Act of 1933 (for example, comfort letters or consents); | |
| • | statutory audits, employee benefit plan audits or other financial audit work for non-U.S. subsidiaries that is not required for the audits under the Securities Exchange Act of 1934; | |
| • | due-diligence work for potential acquisitions or disposals; | |
| • | attest services not required by statute or regulation; | |
| • | advice and consultation as to proposed or newly adopted accounting and auditing standards and interpretations; | |
| • | assistance and consultation as to questions from the Company and access to the Ernst & Young internet-based accounting and reporting resources; | |
| • | assistance to the Company with understanding its internal control review and reporting obligations; | |
| • | review of information systems security and controls; | |
| • | tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities; and | |
| • | international tax planning, including foreign tax credit and cash repatriation planning. |
Any individual engagement with an estimated cost of more than $75,000 must be specifically pre-approved before the commencement of the engagement by the Audit Committee or by the Chair of the Audit Committee, even if the service in question has received general pre-approval. In addition, further Audit
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Committee pre-approval is required if the aggregate fees for such engagements would exceed $200,000. At each Audit Committee meeting, the entire Audit Committee reviews services performed since the prior meeting pursuant to the general pre-approvals granted under the policy, as well as services pre-approved by the Chair. The nature and dollar value of services performed under the general pre-approval guidelines are reviewed with the Audit Committee on at least an annual basis.
REPORT ON EXECUTIVE COMPENSATION
The Nominating, Compensation Committee
are Clarence B. Rogers, Jr., Robert E. Shaw and Helen Ballard Weeks. The Stock
Option and Compensation Committee met once during the 2003 fiscal year.
STOCK OPTION AND COMPENSATION COMMITTEE REPORT
The Stock Option and CompensationGovernance Committee of the Board of Directors
currently has three members, each of whom is an independent, non-employee director. The Committee administers the Company's stock option and restricted
stockour stock-based compensation plans. The Committee also determines the compensation of the Company'sour Chief Executive Officer and approves the compensation of the other executive officers. The Committee meets formally once eachmet twice in the fiscal year and may have informal
meetings at other times during the year.
Compensation Policy
The Company'sended June 3, 2005 (“fiscal 2005”).
| Compensation Policy |
Our Company’s compensation policy is to pay for performance. Compensation practices for all executives, including the executive officers, are designed to encourage and reward the achievement of the Company'sour Company’s objectives. The achievement of these objectives should enhance stockholdershareholder value.
| Executive Compensation Program |
Our Executive Compensation Program
The Company's executive compensation program hascurrently consists of three elements. Those elements are base salary, short-term incentive compensation in the form of
annual cash bonuses and long-term incentive awards in the form of stock option
grants.compensation. These elements comprise virtually all of the compensation of the
Company'sour executives.
Base Salary. Each position in theour Company is assigned a job grade based on the responsibilities of the position. For each job grade, a salary range is determined based on compensation surveys. An individual'sindividual’s salary is determined by the person'sperson’s job grade and individual performance. The Company'sOur executive officers setapprove the salary of each executive.executive in the executive officer’s business unit or department. The Chief Executive Officer setsapproves the salaries of all other executive officers, and the Committee setsapproves the salary of the Chief Executive Officer.
Officer and ratifies the salaries of all other executive officers.
Short-term Incentive Compensation. Each named executive officer other
than the Chief Executive Officer, participates in the Company's Performance
Bonus Program. Until and including fiscal 2003, the Chief Executive Officer also
participated in the Company's Performance Bonus Program. Subject to the approval
of the Company's stockholders, for fiscal 2004, the Chief Executive Officer will
participate in the Company's
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Company’s Executive Performance Incentive Plan. Each of the programsPlan (EPIP). The EPIP is designed to encourage the achievement of the Company'sour Company’s objectives by rewarding executives when these objectives are met or exceeded. For fiscal 2002 and 2003,2005, a target bonus level was established for each employeeexecutive officer eligible to participate in either
of the programs.EPIP. In addition, a "threshold"“threshold” return on net assets ("RONA"(“RONA”), a "target"“target” RONA and a "maximum"“maximum” RONA was established for each business unit and theour Company as a whole.
The threshold RONA must be met before any bonus is earned. If a business unit'sunit’s RONA for the fiscal year equals or exceeds the threshold RONA, and if other requirements of the bonus plan are met, eligible participants will earn a bonus. The bonus amount increases as the business unit'sunit’s RONA increases above the threshold RONA, up to the maximum RONA. Also, ifIf the threshold RONA is met or exceeded, the bonus for the business unit ismay be adjusted upward or downward to reflect the business unit'sunit’s sales increase or decrease.
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Each RONA level may be adjusted by up to plus or minus 25% for the applicable business unit'sunit’s sales increase or decrease from the prior year. Finally, if the threshold RONA is met or exceeded, an individual may receive an additional bonus amount based on his or her individual accomplishments. This individual performance element cannot exceed one hundred percent of the individual'sindividual’s earned bonus.
Mr. Lanier, with the approval of the Committee, determines the bonus targets and individual performance bonuses for Mr. Blount andeach of the other named executive officers. The bonus paid to each of the named executive officers other than Mr. BlountO’Reilly and Mr. Margolis is based on the Company'sour Company’s overall RONA. The bonus paid to the other named executive officersMr. O’Reilly is based on the RONA for the executive's business unit or business units.
Womenswear Group. The bonus paid to Mr. Margolis is based on the Tommy Bahama Group’s achievement of certain performance-based goals under the agreements related to our acquisition of the Tommy Bahama Group.
Long-term Incentive Compensation. The Company's Prior to fiscal 2005, the Company’s long-term incentive compensation program currently consistsgenerally consisted of annual grants of nonqualified stock options. The Committee generally grants stock options on an annual basis, withFor the option
price forsecond half of fiscal 2005 (following shareholder approval of the stock options setCompany’s Long-Term Stock Incentive Plan at the current fair market value2004 Annual Meeting of Shareholders), the Company's common stock. The size of the stock option grants are based on the
individual's level of responsibility within the Company, and individuals within
the same job grade generally receive similar stock option awards. Stock option
grants are generally subject toCommittee implemented a five-year vesting schedule.new long-term incentive compensation program under that Plan. The Committee believes that stock option grantsthis program will more closely align the interests of the Company’s executives with thoseits shareholders, as well as assist in the attraction and retention of key executives.
The new long-term incentive compensation program is based on the issuance of “performance share awards.” These performance share awards provide recipients with the ability to earn shares of restricted stock based on the Company’s attainment of specified performance objectives during the performance period. The performance period for the initial grant of performance share awards (the “2005 Performance Share Awards”) was November 27, 2004 through June 3, 2005. Each recipient was assigned a maximum number of shares of restricted stock that could be earned under the award, generally based on the recipient’s level of responsibility within the Company. Performance share awards are forfeited if the recipient’s employment with the Company terminates for any reason before the end of the Company's shareholders, as executives do not receive value
from aperformance period, unless otherwise approved in writing by the Committee.
Following the end of the performance period, the Committee determined the number of restricted shares earned by each recipient based on the performance actually attained by the Company. Restricted shares earned under the performance share awards become vested three years after the end of the performance period. The recipient forfeits the restricted shares if his or her employment with the Company terminates for any reason during the vesting period, unless otherwise approved in writing by the Committee. During the vesting period, the recipient is entitled to all voting rights and to all dividends paid in cash with respect to the restricted shares. Neither the performance share award nor the shares of restricted stock earned under the award are transferable in circumstances other than the death of the recipient.
Following the end of fiscal 2005, the Committee determined that, based on the Company’s performance during the performance period, each of the performance share award recipients had earned the maximum number of shares of restricted stock available under the recipient’s award. The Committee also approved the grant unlessof new performance share awards (the “2006 Performance Share Awards”) for which the Company's stock price increases.
performance period is the 2006 fiscal year (June 4, 2005 through June 2, 2006).
Compensation of the Company's Chief Executive Officer
In reviewing Mr. Lanier'sLanier’s base salary, the Committee took into account the
Company'sour Company’s excellent financial performance relative to the results of other publicly tradedpublicly-traded apparel companies. The Committee noteddetermined that this performance was particularly noteworthy given the continuously challenging retail environment and
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increasingly adverse economic conditions that prevailed during fiscal year 2003.2005. The Committee reviewed the strategic actions taken by Mr. Lanier to improve the future profitability and growth prospects of theour Company. In particular, the Committee noted Mr. Lanier'sLanier’s continued leadership of the Company'sCompany’s successful integration of the Tommy Bahama Group into our Company, as well as the successful negotiation and completion of the Viewpoint International, Inc.Ben Sherman acquisition and the related bond
and bank financing.
The Committee discussed Mr. Lanier's salary relative to his
peers in the industry andalso noted that byMr. Lanier’s base salary was low in comparison to othersother chief executive officers in the apparel industry Mr. Lanier's salary was low for a chief executive officer. After
discussion,industry. Based on those determinations, the Committee increased Mr. Lanier'sLanier’s annual base salary by 20%from $750,000 to $600,000$775,000 effective August 1, 2003.2005. (The Committee notes that in addition to
base salary, Mr. Lanier participates in some Company-provided benefit programs such as life insurance, the Executive Savings Program and the Non-Qualified
Deferred Compensation Plan that increase total basehis compensation as reported in the Executive Compensation Table.)
For the fiscal year ending on May 30, 2003,2005, Mr. Lanier'sLanier’s target bonus amount under the Company'sour Performance Bonus Program was $245,650.$550,000. Based on the
Company'sour Company’s results for fiscal 2003,2005, Mr. Lanier's
8
Lanier’s earned bonus reached the maximum amount of $368,475.was $608,300. In addition to his earned bonus, Mr. Lanier was eligible to receive an individual performance bonus in a
range from 0of up to 100% of his earned bonus. In determining the amount of this individual performance bonus, the Committee considered the factors described above with respect to base salary, as well as the individual performance bonuses being given to the other executive officers of theour Company. Based on these considerations, the Committee awarded Mr. Lanier an individual performance bonus of 100% of his earned bonus, or $368,475,$391,700, for a total bonus of $736,950$1,000,000 for fiscal year 2003.2005.
The Committee determined thatleft Mr. Lanier'sLanier’s target bonus level for fiscal 20042006 under the Executive Performance Incentive Plan is $255,300, an increase of
3.8% over the preceding year.unchanged at $550,000. The Committee will continue to have the discretion to award Mr. Lanier an individual performance bonus of up to 100% of his formula-derivedearned bonus. When considering the amount, if any, of such an
individual performance bonus, the Committee will evaluate the Company's sales,
earnings and return on net assets, its total return to stockholders, the
Company's relative performance compared to other apparel companies and Mr.
Lanier's achievements during the year.
In August 2003, the Committee awarded stock options to the Company's
executive officers and other executives. Mr. Lanier was granted an award of
options for 6,500 shares of the Company's common stock. The Committee believes
that this and previous stock option grants provide incentive for Mr. Lanier to
maximize the Company's performance to the benefit of all shareholders.
Code Section 162(m) Implications for Executive Compensation
It is the responsibility of the Committee to address the issues raised by Section 162(m) of the Internal Revenue Code of 1986. This Section limits the
Company'sour Company’s annual deduction to $1,000,000 for compensation paid to its chief executive officer and to the next four most highly compensated executives of theour Company. Certain compensation that qualifies as performance-based or that meets other requirements under the Code may be exempt from the Code Section 162(m) limit. Given the Company's current level of executive compensation, the
Committee has recommended that the Company's stockholders ratifyOur shareholders ratified the Oxford Industries, Inc. Executive Performance Incentive Plan so that a portion of the bonuses paid under that Plan may be treated as performance-based compensation not subject to the limits of Code Section 162(m). The Committee will continue to monitor the impact of Code Section 162(m), although it and reserves the right to award compensation in excess of the limits as it deems necessary or appropriate.
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Conclusion
The Nominating, Compensation and Governance Committee believes that the Company's executive compensationour Company’s Executive Compensation program is competitive and provides the appropriate mix of incentives to achieve the goals of theour Company. The achievement of these goals should enhance the profitability of theour Company and provide sustainable value to the Company's stockholders.
our shareholders.
Respectfully submitted,
Robert E. Shaw, Chairman
Clarence B. Rogers, Jr.
Cecil D. Conlee
Helen B. Weeks
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Tom Gallagher, President
The foregoing report should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of Genuine Parts Company, serves1933, as a directoramended, or under the Securities Exchange Act of the Company. Mr. Hicks Lanier serves as a director of Genuine Parts Company
and is a member of its Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SunTrust Banks, Inc. and its subsidiaries are principal stockholders of the
Company (see "Beneficial Ownership of Common Stock -- Principal Stockholders"
above). Mr. E. Jenner Wood III was Chairman, President and Chief Executive
Officer of SunTrust Bank, Central Group, at the end of the 2003 fiscal year.
During that year, SunTrust Bank made short-term loans1934, except to the Companyextent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under a
line of credit arrangement.such Acts.
23
STOCK PRICE PERFORMANCE GRAPH
The maximum amount of loans outstanding under this
arrangement at any time during the 2003 fiscal year was $3,500,000. SunTrust
Bank also made loans to the Company under a revolving accounts receivable
securitization program. The maximum amount of loans outstanding under this
arrangement at any time during the 2003 fiscal year was $21,000,000. SunTrust
Bank issued letters of credit on the Company's behalf in connection with the
Company's purchases of imported goods. The greatest aggregate amount of
outstanding letters of credit issued by SunTrust Bank, Atlanta on the Company's
behalf during the 2003 fiscal year was $1,279,927. SunTrust Bank charges fees of
approximately one and one-quarter percent (1.25%) of the outstanding amount of
each letter of credit over a 360-day period. The maximum amount of loans and
letters of credit outstanding under these arrangements at any time during the
2003 fiscal year was approximately $22,020,520. SunTrust Bank performs payroll
and stock transfer services for the Company. The foregoing transactions with
SunTrust Bank involve arm's length terms and conditions competitive with those
obtainable from comparable banking institutions.
10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table discloses compensation awarded, earned or paid to the
Company's Chief Executive Officer and its four other highest-paid executive
officers during the three preceding fiscal years:
- ---------------
(1) All other compensation includes Excess Group Life Insurance in the amounts
of $7,608 for Mr. Lanier, $6,243 for Mr. Blount, $4,523 for Mr. Brantley,
$6,271 for Mr. O'Reilly, and $1,644 for Mr. Sahagian. It also includes the
Company's share of Split Dollar Life Insurance in the amounts of $419 for
Mr. Lanier, $478 for Mr. Blount, $343 for Mr. Brantley, and $419 for Mr.
O'Reilly. It also includes matching contributions to the Company's
Retirement Savings Plan in the amounts of $4,385 for Mr. Lanier, $4,432 for
Mr. Brantley, and $4,415 for Mr. Sahagian. In addition, it includes matching
contributions to the Company's Non-Qualified Deferred Compensation Plan in
the amounts of $45,449 for Mr. Lanier, $24,559 for Mr. Blount and $17,580
for Mr. Sahagian. Finally, it includes miscellaneous compensation in the
amount of $54 for Mr. O'Reilly.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
during the fiscal year to the named executive officers. None of the named
executive officers were granted stock appreciation rights.
- ---------------
(1) "Grant Date Present Value" represents the estimated present value of the
stock options measured at the date of grant using the Black-Scholes option
pricing model with the following assumptions: risk-free interest rate of
5.150%; dividend yield of 3.582%; volatility factor of 0.2814 and an
expected option life of ten years.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table provides information concerning stock option exercises
in fiscal 2003 by the named executive officers and the value of their
unexercised options on May 30, 2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
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EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of May 30, 2003 with respect to
the shares of Company common stock that may be issued under our existing equity
compensation plans, consisting of the 1997 Stock Option Plan and the 1997
Restricted Stock Plan.
- ---------------
(1) Includes 97,564 shares available for issuance under the 1997 Restricted
Stock Plan
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PERFORMANCE GRAPH
Set forthgraph below is a line graph comparing the yearly percentage change in
thereflects cumulative total shareholder return (assuming the reinvestment of dividends) on the Company's stock againstour Common Stock compared to the cumulative total return of (i) the S&P SmallCap 600 Index and (ii) the S&P 500
Apparel, Accessories and Luxury Goods for a period of five years beginning May
30, 1998June 2, 2000 and ending May 30, 2003.June 3, 2005 of:
| • | the S&P SmallCap 600 Index and | |
| • | the S&P 500 Apparel, Accessories and Luxury Goods. |
The performance graph assumes an initial investment of $100 and reinvestment of dividends.
(PERFORMANCE GRAPH)
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
| Company/ Index | 6/2/00 | 6/1/01 | 5/31/02 | 5/30/03 | 5/28/04 | 6/3/05 | ||||||||||||||||||
| Oxford Industries, Inc. | $ | 100 | $ | 140.73 | $ | 183.22 | $ | 280.91 | $ | 514.17 | $ | 590.68 | ||||||||||||
| S&P SmallCap 600 Index | $ | 100 | $ | 108.92 | $ | 118.06 | $ | 105.21 | $ | 138.33 | $ | 161.49 | ||||||||||||
| S&P 500 Apparel, Accessories & Luxury Goods | $ | 100 | $ | 133.25 | $ | 147.25 | $ | 115.59 | $ | 139.18 | $ | 173.04 | ||||||||||||
The foregoing stock performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that our officers and directors, and persons who beneficially own more than ten percent10% of our common stock,Common Stock, file with the Securities and Exchange Commission certain reports, and to furnish copies thereof to us, with respect to each such person'sperson’s beneficial ownership of our equity securities. To the Company'sCompany’s knowledge, based solely upon a review of the copies of such reports furnished to us and certain representations made by such persons, all such persons complied with the applicable reporting requirements during fiscal 2003.
2. ADOPTION OF THE OXFORD INDUSTRIES, INC.
EXECUTIVE PERFORMANCE INCENTIVE PLAN
On August 20, 2003,2005, except that the Boardstatements of Directors adopted the Oxford Industries,
Inc. Executive Performance Incentive Plan, subjectchanges in beneficial
24
ownership on Form 4 required to the approval of the
Company's stockholders. The Plan provides for the payment of
14
annual incentive compensation to participants upon the achievement of
performance goals established annuallybe filed by the Committee administeringfollowing individuals were filed late: (1) for S. Anthony Margolis, a Form 4 reporting the Plan.
If the Plan is approved by the Company's stockholders at the annual
meeting, it will become effective as of May 31, 2003 and will continue from year
to year until terminated by the Board of Directors. Should the stockholders fail
to approve the Plan, certain future payments of annual incentive compensation to
the Company's executive officers may not be fully deductible by the Company as a
compensation expense under Code Section 162(m), as discussed further below.
Summary of the Plan
The following summary of the Plan is qualified in its entirety by the full
text of the Plan, a copy of which has been attached to this proxy statement. You
are encouraged to read the full text of the Plan if you need more information.
Consistent with the information regarding Code Section 162(m) presented in
the Compensation Committee Report above, this Plan is presented for approval by
the Company's stockholders in order to preserve the Company's deduction under
Code Section 162(m) for certain performance-based compensation that may be paid
to its executive officers. Another purpose of the Plan is to further the
Company's ability to attract and retain qualified executives by providing
performance-based compensation as an incentive for their efforts to achieve
financial and strategic objectives.
The Plan authorizes the payment of annual incentive compensation to
eligible employees of the Company. The Plan will be administered by a committee
of the Board of Directors consisting solely of two or more outside directors, as
defined in the regulations under Code Section 162(m). Until specified otherwise,
the Plan will be administered by the Stock Option and Compensation Committee.
At the beginning of each fiscal year, the Committee will select the
participants in the Plan for that year. Participation in the Plan is limited to
the Chief Executive Officer of the Company and any other employee of the Company
or its subsidiaries who, in the opinion of the Committee, (i) will have
compensation for a fiscal year sufficient to result in the employee being listed
in the Summary Compensation Table appearing in the Company's proxy statement for
the fiscal year, or (ii) otherwise qualifies as a key executive of the Company
or a senior executive officer of a subsidiary. An employee hired or promoted
during the year may subsequently be named as a participant. For the 2004 fiscal
year, the only participant in the Plan is the Company's Chief Executive Officer.
No later than 90 days after the beginning of a year, the Committee will
specify in writing the performance goals and annual performance incentive
payments that are to apply for that year. Performance incentive payments may
vary among participants and from year to year, but the maximum incentive payment
to any participant in a year is $5,000,000.
The performance goals established by the Committee must be based upon one
or more of the following factors: (i) earnings before interest expense, taxes,
depreciation and amortization ("EBITDA"); (ii) earnings before interest expense
and taxes ("EBIT"); (iii) net earnings; (iv) net income; (v) operating income;
(vi) earnings per share; (vii) book value per share; (viii) return on
shareholders' equity; (ix) capital expenditures; (x) expenses and expense ratio
management; (xi) return on investment; (xii) improvements in capital structure;
(xiii) profitability of an identifiable business unit or product; (xiv)
maintenance or improvement of profit margins; (xv) stock price; (xvi) market
share; (xvii) revenues or sales; (xviii) costs; (xix) cash flow; (xx) working
capital; (xxi) return on (net) assets; (xxii) economic value added; (xxiii)
gross
15
or net profit before or after taxes or (xxiv) objectively determinable goals
with respect to service or product delivery, service or product quality,
inventory management, customer satisfaction, meeting budgets and/or retention of
employees. Performance measures may relate to the Company and/or one or more of
its subsidiaries, one or more of its divisions or units or any combination of
the foregoing, on a consolidated or nonconsolidated basis, and may be applied on
an absolute basis or be relative to one or more peer group companies or indices,
or any combination thereof, all as the Committee determines.
As soon as possible after the end of each year, the Committee will certify
for each participant whether the performance goals for that year have been met.
If such goals have been met, the Committee may authorize payment of the annual
performance incentive compensation to the participant. The Committee has
discretion to reduce, but not to increase, the previously established annual
performance incentive compensation if the performance goals have been met.
However, the Committee may elect to award a discretionary bonus that is based in
whole or in part upon the achievement of the performance goals under the Plan.
Annual performance incentive compensation awards will be paid in cash (or
as otherwise determined by the Committee) as soon as practicable following the
close of the performance year. However, such payment may be subject to deferral
pursuant to the provisions of any applicable deferred compensation plan
maintained by the Company or its subsidiaries. If a participant's employment is
terminated for cause during a performance year, he or she will not receive any
annual performance incentive compensation for that year.
The Board of Directors may amend or terminate the Plan at any time, but no
such amendment or termination will affect the payment of annual performance
incentive compensation for a year already ended, and no such amendment may,
without the approval of the stockholders, change the material terms of a
performance goal or effect any other change that would cause the loss of a tax
deduction to the Company under Code Section 162(m) absent stockholder approval.
Federal Income Tax Consequences
A participant will recognize ordinary income, and the Company will be
allowed a tax deduction, at the time annual performance incentive compensation
is paid or payable. Code Section 162(m) provides that no federal income tax
deduction is allowed for compensation paid to a covered employee in any taxable
year to the extent that such compensation exceeds $1,000,000. This deduction
limitation does not apply to compensation that is performance-based compensation
within the meaning of the Code Section 162(m) regulations. The Plan is intended
to preserve the Company's federal income tax deduction for annual performance
incentive compensation payments under the Plan by meeting the requirements for
performance-based compensation under Code Section 162(m).
Benefits to Named Executive Officers and Others
Only the Company's Chief Executive Officer is currently eligible to
participate in the Plan. It is not possible at this time to determine the
benefits or amounts that will be received by the Chief Executive Officer under
the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
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3. APPROVAL OF FIRST AMENDMENT TO
THE 1997 STOCK OPTION PLAN
On July 14, 2003, the Company's Board of Directors adopted the First
Amendment to the Oxford Industries, Inc. 1997 Stock Option Plan, subject to the
approval of the stockholders, to increase the number of shares available under
the Plan.
As of August 18, 2003, there were 343,450 outstanding options and 38,680
shares available for grant under the Plan. The Company believes that the
proposed amendment is needed to provide the Company with the ability to continue
to attract and retain highly qualified employees. If the stockholders approve
the amendment, it will be effective as of July 14, 2003.
Summary of the Plan
A summary of the plan, as proposed to be amended, is set forth below. The
summary is qualified in its entirety by the full text of the Plan, a copy of
which has been attached to this proxy statement. You are encouraged to read the
full text of the Plan if you need more information.
The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing the opportunity for key employees to purchase shares
of the Company's common stock through the exercise of stock options. The persons
eligible to receive stock options are key employees of the Company and its
subsidiaries. As of August 18, 2003, there were 83 participants in the Plan.
Prior to the proposed amendment, the maximum number of shares that could be
issued under the plan was 500,000 shares of common stock. The proposed amendment
would increase the maximum number of shares that may be issued under the Plan to
1,250,000 shares of common stock (an increase of 750,000 shares). To the extent
that a stock option terminates for any reason, the shares of stock subject to
the option will again be available for the grant of options under the Plan.
Shares issued under the Plan may be either authorized and unissued shares or
issued shares held in or acquired for the treasury of the Company.
The Plan is administered by the Stock Option and Compensation Committee of
the Board of Directors. Each member of the Committee must be an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended. The Committee has full discretionary authority concerning the
issuance of options under the Plan and the interpretation and administration of
the Plan. All decisions of the Committee and its actions with respect to the
Plan are final, binding and conclusive.
The Committee is authorized under the Plan to grant options, which may be
incentive stock options or nonqualified stock options. All options will be
evidenced by a written option agreement between the Company and the participant,
which will include any provisions specified by the Committee consistent with the
terms of the Plan. The terms of an incentive stock option must meet the
requirements of Code Section 422.
The exercise price of each stock option granted under the Plan is
determined by the Committee, but the exercise price of each incentive stock
option must be at least 100% of the fair market value of the common stock on the
date of grant. The fair market value of the Company's stock on August 18, 2003
was $52.875 per share. The exercise price for an option will be payable
according to the method specified by the Committee. Generally, the purchase
price may be paid in cash, the surrender of previously-owned Company stock or a
combination thereof. The Committee may grant a new "reload" option to replace
shares that have been surrendered or withheld in connection with the exercise of
an option. The maximum numberacquisition of shares of 17
common stock with respect to one or more options that may be granted during any
fiscal year under the Plan to any one person is 100,000.
The term of an option may not exceed ten years from the date of grant.our Common Stock options may expire earlier upon the termination of employment of the
optionee. An optionee may transfer an option only by will or by the laws of
descent and distribution.
The Plan is expected to remain in effect until July 14, 2007, or as long as
any options are outstanding. The Board of Directors may amend or terminate the
Plan at any time; provided that the Board may amend the Plan to increase the
number of shares of stock reserved under the Plan or to change the class of
individuals eligible under the Plan only with stockholder approval. If the Board
amends the Plan, the amendment will not adversely affect the rights of
individuals who have outstanding options unless such individuals consent to the
amendment. The Committee may amend any option agreement under the Plan if the
amended agreement is signed by the Company and the participant.
If the Company is involved in a corporate transaction or event that affects
the Company's common stock (including any recapitalization, reclassification,
reverse or forward stock split, stock dividend, extraordinary cash dividend,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the Committee may make an appropriate and equitable adjustment to the number and
kind of shares that are issuable under the Plan, take action to adjust the
number and kind of shares of stock subject to outstanding options, take action
to adjust the exercise price of outstanding stock options and make any other
equitable adjustments.
If the Company agrees to sell all or substantially all of its assets or
agrees to any other corporate transaction in which stock is converted into
another security or into the right to receive securities or property and such
agreement does not provide for the assumption or substitution of the options
granted under the Plan, each option at the direction and discretion of the
Committee shall (effective as of a date selected by the Committee) be (a)
cancelled unilaterally by the Company (subject to such conditions, if any, as
the Committee deems appropriate under the circumstances) in exchange for whole
shares of stock (and cash in lieu of a fractional share) the number of which, if
any, shall be determined by the Committee by dividing (1) the excess of the then
fair market value of the stock then subject to exercise (as determined without
regard to any vesting schedule for such option) under such option over the
option price of such stock by (2) the then fair market value of a share of
stock, or (b) cancelled unilaterally by the Company if the option price equals
or exceeds the fair market value of a share of stock on such date. If there is a
change in control of the Company or a tender or exchange offer is made for stock
other than by the Company, the Committee thereafter shall have the right to take
such action with respect to any option as the Committee deems appropriate.
Certain Federal Income Tax Effects
The following discussion is a summary of the federal income tax provisions
relating to the grant and exercise of options under the Plan and the subsequent
sale of common stock acquired under the Plan. The tax effect of exercising
options may vary depending upon the particular circumstances, and the income tax
laws and regulations change frequently.
Incentive Stock Options. There typically will be no federal income tax
consequences to a participant or to the Company upon the grant or exercise of an
incentive stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the option was
granted or one year after exercise of the option, the difference between the
exercise price and the amount realized upon sale or disposition of the option
shares will be long-term capital gain or loss, and the Company will not be
entitled to a
18
federal income tax deduction. If the participant disposes of the option shares
in a sale, exchange, or other disqualifying disposition before the required
holding period ends, he or she will recognize taxable ordinary income in an
amount equal to the excess of the fair market value of the option shares at the
time of exercise over the exercise price, and the Company will be allowed a
corresponding federal income tax deduction. While the exercise of an incentive
stock option does not result in current taxable income, the excess of the fair
market value of the option shares at the time of exercise over the exercise
price will be an item of adjustment for purposes of determining the
participant's alternative minimum tax income.
Nonqualified Stock Options. There will be no federal income tax
consequences to a participant or to the Company upon the grant of a nonqualified
stock option. When the participant exercises a nonqualified option, however, he
or she will recognize ordinary income in an amount equal to the excess of the
fair market value of the common stock received upon exercise of the option at
the time of exercise over the exercise price, and the Company will be allowed a
corresponding federal income tax deduction.
Any gain that a participant recognizes when he or she later sells or
disposes of the option shares will be short-term or long-term capital gain,
depending on how long the participant held the shares. Special rules apply to a
participant who exercises and option by paying the exercise price by the
transfer to the Company of previously-owned shares of Company stock.
Benefits to Named Executive Officers and Others
During fiscal 2003, options were granted under the Plan to 79 persons. Any
future options will be granted at the discretion of the Committee. Therefore, it
is not presently possible to determine the benefits or amounts that will be
received by any person or group pursuant to the Plan in the future. Because
non-employee directors are not eligible to participate in the Plan, such
directors will not be granted any options under the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
4. APPROVAL OF FIRST AMENDMENT TO
THE 1997 RESTRICTED STOCK PLAN
On August 20, 2003, the Company's Board of Directors adopted the First
Amendment to the Oxford Industries, Inc. 1997 Restricted Stock Plan, subject to
the approval of the stockholders, to include non-employee members of the
Company's Board of Directors as persons eligible to participate in the Plan. The
Company believes that the proposed amendment is needed to provide the Company
with the ability to continue to attract and retain highly qualified non-employee
directors, as well as to align the interests of those directors with the
Company's stockholders. If the stockholders approve the amendment, it will be
effective as of August 18, 2003.
Summary of the Plan
A summary of the plan, as proposed to be amended, is set forth below. The
summary is qualified in its entirety by the full text of the Plan, a copy of
which has been attached to this proxy statement. You are encouraged to read the
full text of the Plan if you need more information.
The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing the Company with the opportunity to compensate its key
employees and non-employee directors with shares of common stock containing
restrictions on sale and other restrictions in lieu of cash compensation. The
persons
19
eligible to receive awards are (i) key employees of the Company and its
subsidiaries and (ii) non-employee members of the Company's Board of Directors.
As of August 18, 2003, there were no participants in the Plan.
The maximum number of shares that may be issued under the plan is 100,000
shares of common stock. To the extent that an award terminates for any reason,
the shares of stock subject to the award will again be available for the grant
of awards under the Plan. Shares issued under the Plan may be either authorized
and unissued shares or issued shares held in or acquired for the treasury of the
Company.
The Plan is administered by the Stock Option and Compensation Committee of
the Board of Directors. Each member of the Committee must be an "outside
director" within the meaning of Code Section 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended. The Committee has full discretionary authority concerning the
grant of awards under the Plan and the interpretation and administration of the
Plan. All decisions of the Committee and its actions with respect to the Plan
are final, binding and conclusive.
The Committee is authorized under the Plan to grant awards of restricted
stock in lieu of base compensation and compensation under the Company's
incentive plans that would otherwise be paid in cash. All awards will be
evidenced by a written agreement between the Company and the participant, which
will include any provisions specified by the Committee consistent with the terms
of the Plan. As a condition of the issuance of shares under the Plan, the
Committee may require the participant to enter into an agreement that restricts
the right of the participant to transfer the shares of stock until satisfaction
of such conditions as the Committee may require. Each share of stock issued
pursuant to the Plan shall be nontransferable by the participant until the
restrictions placed on that stock have been satisfied.
The Plan is expected to remain in effect until July 14, 2007, or as long as
any awards are outstanding. The Board of Directors may amend or terminate the
Plan at any time; provided that any amendment may not adversely affect the
rights of individuals who have outstanding awards unless such individuals
consent to the amendment. The Committee may amend any agreement under the Plan
if the amended agreement is signed by the Company and the participant.
If the Company is involved in a corporate transaction or event that affects
the Company's common stock (including any recapitalization, reclassification,
reverse or forward stock split, stock dividend, extraordinary cash dividend,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the Committee may make an appropriate and equitable adjustment to the number and
kind of shares that are issuable under the Plan, take action to adjust the
number and kind of shares of stock subject to outstanding awards and make any
other equitable adjustments.
If the Company agrees to sell all or substantially all of its assets or
agrees to any other corporate transaction in which stock is converted into
another security or into the right to receive securities or property, the
Committee may, in its sole discretion, remove some or all restrictions on shares
issued under the Plan. If there is a change in control of the Company or a
tender or exchange offer is made for stock other than by the Company, the
Committee thereafter shall have the right to remove some or all restrictions on
shares issued under the Plan.
Certain Federal Income Tax Effects
The following discussion is a summary of the federal income tax provisions
relating to the grant of awards under the Plan and the subsequent sale of common
stock acquired under the Plan. The tax effect of receiving
20
an award may vary depending upon the particular circumstances, and the income
tax laws and regulations change frequently.
Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and the Company will not be allowed a tax
deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date (less any amount the
participant paid for the stock), and the Company will be allowed a corresponding
federal income tax deduction at that time, subject to any applicable limitations
under Code Section 162(m).
If the participant files an election under Code Section 83(b) within 30
days after the date of grant of the restricted stock, he or she will recognize
ordinary income as of the date of grant equal to the fair market value of the
stock as of that date (less any amount paid for the stock), and the Company will
be allowed a corresponding federal income tax deduction at that time, subject to
any applicable limitations under Code Section 162(m). Any future appreciation in
the stock will be taxable to the participant at capital gains rates.
Benefits to Named Executive Officers and Others
During fiscal 2003, there were no awards granted under the Plan. Any future
awards will be granted at the discretion of the Committee. Therefore, it is not
presently possible to determine the benefits or amounts that will be received by
any person or group pursuant to the Plan in the future.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
5. APPROVAL OF AMENDMENT TO RESTATED ARTICLES
OF INCORPORATION FOR INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK
On August 20, 2003, the Board of Directors approved a resolution to amend
the Company's Restated Articles of Incorporation to increase the number of
shares of $1 par value common stock that the Company is authorized to issue from
30,000,000 to 60,000,000. The increase in authorized shares of common stock will
become effective upon the approval of the Company's stockholders and the filing
of Amended and Restated Articles of Incorporation with the Secretary of State of
the State of Georgia, in the form attached to this proxy statement. The increase
will have no effect on the 30,000,000 shares of authorized $1 par value
preferred stock, none of which are currently outstanding. As discussed below,
the increase in authorized shares will provide the Company with the flexibility
to take certain actions that the Board of Directors may deem to be in the best
interest of the Company.
As of August 18, 2003, there were:
- 8,066,759 shares of common stock issued and outstanding;
- 97,564 shares of common stock reserved and available for issuance under
the Company's 1997 Restricted Stock Plan;
- 91,230 shares of common stock remaining to be issued upon exercise of
outstanding stock options under the Company's 1992 Stock Option Plan; and
- 343,450 shares of common stock remaining to be issued upon exercise of
outstanding stock options under the Company's 1997 Stock Option Plan.
21
- 485,248 shares of common stock that the Company may be required to issue pursuant to an earnout agreement withwas filed on September 16, 2004; (2) for S. Anthony Margolis, a Form 4 reporting the selling stockholders of
Viewpoint International, Inc.
Finally, the Company has also included with this proxy statement a proposal to
increase the numbersale of shares of common stock reservedour Common Stock was filed on November 5, 2004; and (3) for issuance underL. Wayne Brantley, a Form 4 reporting the 1997 Stock Option Plan from 500,000 to 1,250,000.
Accordingly, an increase in the number of authorized shares of common stock
is necessary for the Company to have additional authorized shares available to
raise capital, make strategic acquisitions, or enter into strategic alliances if
and when opportunities arise. The Company believes that having the additional
shares available for issuance will enable it to take prompt action on such
corporate opportunities as may materialize in the future if the Board of
Directors deems an issuance of common stock to be in the best interest of the
Company. The disadvantage of additional issuances of common stock is that they
would dilute the percentage of the Company owned by existing stockholders. The
increase in authorized shares would also allow the Company to split its stock in
the event that the Board of Directors determines that such action is
appropriate. Additional shares issued to existing stockholders in a stock split
would not dilute the percentage owned by those stockholders.
Approval of this proposal will increase the numbersale of shares of common
stock available for issuance by the Company to 60,000,000. Should the
stockholders fail to approve this Proposal, neither the increase in the
authorized number of shares of $1 par value common stock nor the related
amendment to the Company's Restated Articles of Incorporation will be effective.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
6. our Common Stock was filed on November 5, 2004.
APPOINTMENT OF AUDITORS
(Item 2)
The Board of Directors has selected Ernst & Young LLP, independent auditors,registered public accounting firm, as auditors for the current year. Ernst & Young LLP have served as auditors for the Company since May 2002. The Board of Directors considers such accountants to be well qualified and recommends that the stockholdersshareholders vote to ratify their appointment. StockholderShareholder ratification of the appointment of auditors is not required by law; however, the Board of Directors considers the solicitation of stockholdershareholder ratification to be in the CompanyCompany’s and stockholders'shareholders’ best interests.
Arthur Andersen LLP served as the Company's independent auditors for 2000,
2001 and a portion of 2002. On May 22, 2002, the Company terminated the
engagement of Arthur Andersen LLP and appointed Ernst & Young LLP as its new
independent auditors, effective on such date. The decision to replace Arthur
Andersen LLP was made upon the recommendation of the Audit Committee.
During the Company's fiscal years ended June 2, 2000 and June 1, 2001 and
the subsequent interim period through May 22, 2002, there were no disagreements
between the Company and Arthur Andersen LLP on any matter of auditing principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to Arthur Andersen LLP's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Company's fiscal years ended June 2, 2000 and
June 1, 2001 and the subsequent interim period through May 22, 2002.
22
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years 2000 and 2001 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
In view of the difficulty and expense involved in changing auditors on short notice, should the stockholdersshareholders not ratify the selection of Ernst & Young LLP, it is contemplated that the appointment of Ernst & Young LLP for the fiscal year ending May 28, 2004June 2, 2006 will be permitted to stand unless the Board of Directors finds other compelling reasons for making a change. Disapproval by the stockholdersshareholders will be considered a recommendation that the Board select other auditors for the following year. A representative of Ernst & Young LLP is expected to attend the annual meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to questions from stockholders.
FEES PAID TO AUDITORSshareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
OTHER MATTERS
The Audit Committee annually approves the engagementBoard of independent public
accountants to provide audit and non-audit services to the CompanyDirectors knows of no other matters that will be brought before the appointment of such auditors is commenced.
Audit Fees. The aggregate fees billed by Arthur Andersen LLP for
professional services rendered forannual meeting. If other matters are introduced, the Company's Quarterly Reports on Form 10-Q
for the first, second and third quarters of the 2002 fiscal year totaled $15,000
and for foreign statutory audits totaled $25,147. The aggregate fees billed by
Ernst & Young LLP for professional services rendered for the audit of the
company's annual financial statements includedpersons named in the Company'senclosed proxy as the proxy holders will vote on such matters in their discretion.
ADDITIONAL INFORMATION
Annual Report on Form 10-K
We will provide without charge, at the written request of any shareholder of record as of August 22, 2005, a copy of our Annual Report on Form 10-K, including the financial statements, as filed with the SEC, excluding exhibits. We will provide copies of the exhibits if they are requested by eligible shareholders. We may impose a reasonable fee for providing the exhibits. Requests for copies of our Annual Report on Form 10-K should be mailed to: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.
25
Shareholder Proposals and Communications to the Board of Directors
| Q. | How do I submit a shareholder proposal? |
We must receive proposals of shareholders intended to be presented at the 2006 Annual Meeting of shareholders on or before May 9, 2006, in order for the 2002 fiscal year totaled $210,000 andproposals to be eligible for a foreign statutory
audit totaled $5,749. For the 2003 fiscal year, the aggregate fees billed by
Ernst & Young LLP for professional services rendered for the audit of the
Company's annual and quarterly financial statements totaled $419,926, of which
$200,000 related to the audit of the Company's annual financial statements,
$22,666 related to reviews of the Company's quarterly financial statements,
$7,260 related to a foreign statutory audit, and the remaining approximately
$190,000 related to services rendered for comfort letters, consents and
accounting consultations.
Audit Related Fees. The aggregate fees billedinclusion in the 2002 fiscal year for
professional services rendered by Arthur Andersen LLP for assurance and related
services totaled $23,500. Such fees related to Arthur Andersen LLP's audit of
the Company's benefit plans. The aggregate fees billed by Ernst & Young LLP for
assurance and related services in the 2003 fiscal year were $10,609. Such fees
related to Ernst & Young LLP's performance of due diligence in preparation for a
Company acquisition.
Tax Fees. The aggregate fees billed in the 2002 fiscal year for additional
professional tax services by Ernst & Young LLP totaled $43,212. The aggregate
fees billed in the 2003 fiscal year for professional services rendered by Ernst
& Young LLP for tax compliance, tax advice, and tax planning totaled $82,767.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended May 30, 2003,
including consolidated financial statements, has been mailed to stockholders.
23
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company is
supplying brokers, dealers, banks and voting trustees, or their nominees, with
copies of thisour proxy statement and proxy relating to that meeting. These proposals should be sent to the Secretary by fax to (404) 653-1545 or by mail to the Office of the 2003 Annual ReportSecretary, 222 Piedmont Ave., N.E., Atlanta, Georgia 30308. Each shareholder proposal must comply with Rule 14a-8 under the Exchange Act to be acceptable to us.
| Q. | How can a shareholder communicate with the Company’s outside directors? |
Mail can be addressed to Directors in care of the Office of the Secretary, Oxford Industries, Inc., 222 Piedmont Ave., N.E., Atlanta, Georgia 30308. At the direction of the Board of Directors, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to the purposeDirectors at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of solicitingthe Nominating, Compensation and Governance Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.
Expenses of Solicitation
We will bear the cost of solicitation of proxies fromby the Board of Directors in connection with the annual meeting. We will reimburse brokers, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of the Company's common stock, and the
Company will reimburse such brokers and other record holders forour Common Stock held in their reasonable out-of-pocket expenditures made in such solicitation. Employees of
the Companynames. Our employees may solicit proxies by mail, telephone, telegraphfacsimile, electronic mail and personal interview. The Company doesWe do not presently intend to pay compensation to any individual or firm for the solicitation of proxies. If management should deem it necessary and appropriate, however, the Companywe may retain the services of an outside individual or firm to assist in the solicitation of proxies.
STOCKHOLDER PROPOSALS
Stockholders who wish
| By Order of the Board of Directors | |
 | |
| Sheridan B. Johnson | |
| Secretary |
Our annual report to submit proposals to be included in the 2004shareholders for fiscal 2005, which includes audited financial statements, accompanies this proxy materials and to be voted upon at the 2004 Annual Meeting must do so by May 9,
2004. Any such proposal should be presented in writing to the Secretarystatement. The annual report does not form any part of the Company atmaterial for the Company's principal offices.
OTHER MATTERS
The minutessolicitation of the Annual Meeting of Stockholders held on October 7, 2002
will be presented to the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters should come before the meeting, however, the
persons named in the proxy will vote such proxy in accordance with their
discretion on such matters.
Thomas C. Chubb III
Secretary
24
EXHIBIT 1
proxies.
26
OXFORD INDUSTRIES, INC.
EXECUTIVE PERFORMANCE INCENTIVE PLAN
SECTION 1 Purpose. The purpose of the Oxford Industries, Inc. Executive
Performance Incentive Plan is as follows: (i) to attract and retain qualified
executives by providing performance-based compensation as an incentive for their
efforts to achieve Oxford Industries, Inc.'s financial and strategic objectives;
and (ii) to generally qualify compensation paid under the Plan as
"performance-based compensation" within the meaning of Code Section 162(m), in
order to preserve the Company's tax deduction for compensation paid under the
Plan to Eligible Employees.
SECTION 2 Definitions. The following words and phrases as used in this
Plan shall have the meanings set forth in this Section unless a different
meaning is clearly required by the context.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" means the committee appointed by the Board to administer
the Plan pursuant to Section 8.2.
2.4 "Company" means Oxford Industries, Inc.
2.5 "Eligible Employee" means the Chief Executive Officer of the Company
and any other employee of the Company (or of any Subsidiary) who, in the opinion
of the Committee, (i) will have compensation for the Plan Year sufficient to
result in the employee being listed in the Summary Compensation Table appearing
in the Company's proxy statement distributed to shareholders in the calendar
year following the Plan Year, as required by Item 402(a)(3) of Regulation S-K
under the Securities Act of 1933, as amended; or (ii) otherwise qualifies as a
key executive of the Company or a senior executive officer of a Subsidiary.
2.6 "Maximum Performance Award" means an amount not greater than $5
million with respect to the award of a bonus.
2.7 "Outside Directors" means members of the Board who qualify as outside
directors, as that term is defined in Code Section 162(m) and the regulations
proposed or adopted thereunder.
2.8 "Participant" means an Eligible Employee designated by the Committee
under Section 3 to participate in the Plan.
2.9 "Performance Award" means the bonus awarded to a Participant under the
terms of the Plan.
2.10 "Performance Measures" means the specified objectives and
measurements established by the Committee which, if satisfied, will result in a
Performance Award.
2.11 "Plan" means this Oxford Industries, Inc. Executive Performance
Incentive Plan, as amended from time to time.
2.12 "Plan Year" means the twelve-month period which is the same as the
Company's fiscal year.
2.13 "Subsidiary" means any corporation, joint venture or partnership in
which the Company owns directly or indirectly (i) with respect to a corporation,
stock possessing at least fifty percent (50%) of the total
25
combined voting power of all classes of stock in the corporation, or (ii) in the
case of a joint venture or partnership, a fifty percent (50%) or more interest
in the capital or profits of such joint venture or partnership.
SECTION 3 Participation. As soon as possible following the commencement
of each Plan Year, the Committee shall specify by name or position the
Participants. The Committee shall retain discretion to name as a Participant an
employee hired or promoted after the commencement of the Plan Year.
SECTION 4 Establishment of Performance Measures and Performance Awards
4.1 Time of Establishment. No later than ninety (90) days after the
commencement of the Plan Year, the Committee shall specify in writing the
Performance Measures and Performance Awards which are to apply for that Plan
Year, subject to the provisions of Sections 4.2 and 4.3.
4.2 Performance Awards. Performance Awards may vary among Participants
and from Plan Year to Plan Year; however, no Performance Award shall exceed the
Maximum Performance Award. Performance Awards may be established as a percentage
or multiple of base salary, or as a percentage or multiple of an established
target bonus. In addition to the Performance Awards that are intended to satisfy
the provisions of Code Section 162(m), the Committee may also award a
discretionary bonus that is based in whole or in part upon the achievement of
the Performance Measures established hereunder.
4.3 Performance Measures. Performance measures may include the
achievement of a specified a specified target, or target growth in, one or more
of the following: (i) earnings before interest expense, taxes, depreciation and
amortization ("EBITDA"); (ii) earnings before interest expense and taxes
("EBIT"); (iii) net earnings; (iv) net income; (v) operating income; (vi)
earnings per share; (vii) book value per share; (viii) return on shareholders'
equity; (ix) capital expenditures; (x) expenses and expense ratio management;
(xi) return on investment; (xii) improvements in capital structure; (xiii)
profitability of an identifiable business unit or product; (xiv) maintenance or
improvement of profit margins; (xv) stock price; (xvi) market share; (xvii)
revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi)
return on (net) assets; (xxii) economic value added; (xxiii) gross or net profit
before or after taxes or (xxiv) objectively determinable goals with respect to
service or product delivery, service or product quality, inventory management,
customer satisfaction, meeting budgets and/or retention of employees.
Performance measures may relate to the Company and/or one or more of its
subsidiaries, one or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be applied on an
absolute basis or be relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee determines. These factors will not
be altered or replaced by any other criteria without ratification by the
shareholders of the Company if failure to obtain such approval would result in
jeopardizing the tax deductibility of Performance Awards to Participants.
SECTION 5 Determination of Amount of Performance Awards
5.1 Committee Certification Regarding Performance Measures. As soon as
possible following the end of each Plan Year, the Committee shall certify for
each Participant whether the Performance Measures for that Plan Year have been
met. If such Performance Measures have been met, the Committee will award such
Participant the Performance Award established under Section 4 hereof, subject to
the discretion reserved in Section 5.3 to reduce such awards, but with no
discretion to increase the Performance Award. Notwithstanding the foregoing, the
Committee may elect to award a discretionary bonus that is based in whole or in
part upon the achievement of the Performance Measures established hereunder.
26
5.2 Maximum Award. No Performance Award to a Participant for a Plan Year
may exceed the Maximum Performance Award.
5.3 Reduction of Award Amount. The Committee in its sole discretion may
award to a Participant less than the Performance Award regardless of the fact
that the Performance Measures for the Plan Year have been met.
SECTION 6 Payment of Awards Performance Awards for a given Plan Year
shall be paid in cash (or as otherwise determined by the Committee) as soon as
practicable following the close of that Plan Year. However, such payment may be
subject to deferral pursuant to the provisions of any applicable deferred
compensation plan maintained by the Company or a Subsidiary.
SECTION 7 Termination of Employment. If a Participant's employment with
the Company (and its Subsidiaries, if applicable) terminates prior to the end of
a Plan Year for Cause, such Participant shall not receive any Performance Award
for such Plan Year.
SECTION 8 Plan Administration
8.1 Administration by Committee. The Plan shall be administered by the
Committee, which shall have the authority in its sole discretion, subject to the
provisions of the Plan, to administer the Plan and to exercise all the powers
either specifically granted to it under the Plan or necessary or advisable in
the administration of the Plan.
8.2 Appointment of Committee. The Board shall appoint the Committee from
among its members to serve at the pleasure of the Board. The Board from time to
time may remove members from, or add members to, the Committee and shall fill
all vacancies thereon. The Committee shall at all times consist solely of two or
more Outside Directors.
8.3 Interpretation of Plan Provisions. The Committee shall have complete
discretion to construe and interpret the Plan and may adopt rules and
regulations governing administration of the Plan. The Committee may consult with
the management of the Company but shall retain responsibility for administration
of the Plan. The Committee's decisions, actions and interpretations regarding
the Plan shall be final and binding upon all Participants.
8.4 Participation Limited to this Plan. A Participant in this Plan with
respect to a Plan Year shall not be entitled to participate in the Company's
Performance Bonus Program for such Plan Year, notwithstanding any provision of
such Performance Bonus Program to the contrary.
SECTION 9 Compliance with Code Section 162(m). The Company intends that
Performance Awards under this Plan satisfy the applicable requirements of Code
Section 162(m) so that such Code section does not deny the Company a tax
deduction for such Performance Awards. It is intended that the Plan shall be
operated and interpreted such that Performance Awards remain tax deductible by
the Company.
Notwithstanding the foregoing, the Committee may elect to award a
discretionary bonus that is based in whole or in part upon the achievement of
the Performance Measures established hereunder without regard to whether such
discretionary bonus would satisfy the requirements of Code Section 162(m).
SECTION 10 Nonassignability. No Performance Award granted to a
Participant under the Plan shall be assignable or transferable, except by will
or by the laws of descent and distribution.
27
SECTION 11 Effective Date and Term of Plan. The Plan shall be effective
as of May 31, 2003, subject to approval by the shareholders of the Company. The
Plan shall continue from year to year until terminated by the Board.
SECTION 12 Amendment of the Plan. The Board may amend, modify or
terminate the Plan at any time and from time to time. Notwithstanding the
foregoing, no such amendment, modification or termination shall affect the
payment of a Performance Award for a Plan Year already ended. In addition, any
amendment or modification of the Plan shall be subject to shareholder approval
if necessary for purposes of qualifying compensation paid under the Plan as
"performance-based compensation" under Code Section 162(m).
SECTION 13 General Provisions
13.1 Unfunded Plan. The Plan shall be an unfunded incentive compensation
arrangement for a select group of key management employees of the Company and
its participating Subsidiaries. Nothing contained in the Plan, and no action
taken pursuant to the Plan, shall create or be construed to create a trust of
any kind. A Participant's right to receive a Performance Award shall be no
greater than the right of an unsecured general creditor of the Company. All
Performance Awards shall be paid from the general funds of the Company, and no
segregation of assets shall be made to ensure payment of Performance Awards.
13.2 Governing Law. The Plan shall be interpreted, construed and
administered in accordance with the laws of the State of Georgia, without giving
effect to principles of conflicts of law.
13.3 Section Headings. The section headings contained in the Plan are for
purposes of convenience only and are not intended to define or limit the
contents of the Plan's sections.
13.4 Effect on Employment. Nothing contained in the Plan shall affect or
be construed as affecting the terms of employment of any Eligible Employee
except as expressly provided in the Plan. Nothing in the Plan shall affect or be
construed as affecting the right of the Company or a Subsidiary to terminate the
employment of an Eligible Employee at any time for any reason, with or without
cause.
13.5 Successors. All obligations of the Company with respect to
Performance Awards granted under the Plan shall be binding upon any successor to
the Company, whether such successor is the result of an acquisition of stock or
assets of the Company, a merger, a consolidation or otherwise.
13.6 Withholding of Taxes. The Company shall deduct from each Performance
Award the amount of any taxes required to be withheld by any governmental
authority.
IN WITNESS WHEREOF, Oxford Industries, Inc. has caused this Plan to be
executed this day of , 2003.
OXFORD INDUSTRIES, INC.
By:
--------------------------------------
Title:
--------------------------------------
28
EXHIBIT 2
OXFORD INDUSTRIES, INC. 1997 STOCK OPTION PLAN
(AS AMENDED EFFECTIVE JULY 14, 2003)
I.
PURPOSE
The purpose of the Oxford Industries, Inc. 1997 Stock Option Plan (the
"Plan") is to advance the interests of Oxford Industries, Inc. (the "Company")
and its stockholders by providing the opportunity for key employees to purchase
shares of the Company's common stock through the exercise of stock options and
to benefit from the Company's future growth.
II.
EFFECTIVE DATE OF PLAN
The effective date of this Plan shall be the date it is adopted by the
Board of Directors, provided that the shareholders of the Company shall approve
this Plan after the date of its adoption in accordance with Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and all other applicable
provisions of the Code, State law or NASD or exchange listing requirements
within 12 months after the date of adoption. If any options are granted under
this Plan before the date of such shareholder approval, such options
automatically shall be granted subject to such approval.
III.
ADMINISTRATION OF THE PLAN
This Plan shall be administered by a Stock Option and Compensation
Committee (the "Committee") of not less than two (2) Directors to be appointed
by the Board of Directors. Each member of the Committee shall at all times be an
"outside director" within the meaning of Code sec. 162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The Committee acting in its absolute discretion shall exercise such powers
and take such action as expressly called for under this Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule 16b-3
under the Exchange Act) to take such other action (except to the extent the
right to take such action is expressly exclusively reserved for the Board of
Directors or the Company's shareholders) in the administration or operation of
this Plan as the Committee deems equitable under the circumstances. The
interpretation of any provision of this Plan by the Committee and any action
taken by the Committee under this Plan or with respect to any option granted
hereunder shall be final and binding on all persons. No Committee member shall
be personally liable for any interpretation or action made or taken in good
faith under this Plan or with respect to any option granted hereunder and, to
the extent permitted by law, each member shall be indemnified by the Company
against any liability and expenses arising from such interpretation or action.
29
IV.
ELIGIBILITY
The persons eligible to participate in this Plan as recipients of stock
options shall be only those employees that the Committee in its discretion
determines to be key employees of the Company or any of the Company's subsidiary
corporations ("Subsidiary Corporations"), as defined in Section 424(f) of the
Code. Directors of the Company who are otherwise employed by the Company are
eligible employees.
V.
GRANT OF OPTIONS
The Committee in its discretion may from time to time grant options to
purchase shares of stock to any eligible employees and determine the number of
shares which may be subject to each such option; provided, however, no option
shall be granted in any fiscal year of the Company to any employee for more than
100,000 shares of stock. Further, the Committee in its discretion shall have the
right to grant new options under this Section V in exchange for the surrender of
outstanding options which have a higher or lower option price, as well as the
right to grant "reload" options to replace shares that may have been surrendered
or withheld in connection with the exercise of an option (whether the option
exercised was granted under this Plan or any other stock option plan of the
Company). Each option granted pursuant to this Plan shall be expressed in a
written agreement between the eligible employee and the Company incorporating
such terms and conditions as may be determined by the Committee in its
discretion at the time of grant, subject to the terms, conditions and
limitations set forth in this Plan. Options granted pursuant to this Plan may be
either incentive stock options under Section 422 of the Code ("Incentive Stock
Options") or options which do not qualify as Incentive Stock Options, as
determined by the Committee in its discretion at the date of grant of each
option and specified in the written agreement granting such option. If the
Committee grants an Incentive Stock Option and an option which does not qualify
as an Incentive Stock Option to an eligible employee on the same date, the right
of the eligible employee to exercise one such option shall not be conditioned on
his failure to exercise the other such option.
VI.
OPTION SHARES
There shall be an aggregate number of 1,250,000 shares of $1.00 par value
common stock of the Company which may be subject to options granted pursuant to
this Plan. The shares may be either authorized and unissued shares or issued
shares held in or hereafter acquired for the treasury of the Company. In the
event any shares are subject to options which terminate for any reason without
being exercised (including, without limitation, the cancellation, expiration or
exchange of such options), such shares shall again become available for issuance
pursuant to options hereunder until the termination of the Plan as provided in
Section XI hereof.
30
VII.
OPTION PRICE
The purchase price for each share of stock with respect to which an option
is granted pursuant to this Plan (the "option price") shall be determined by the
Committee but the option price for each share of stock subject to an Incentive
Stock Option shall in no event be less than one hundred (100%) percent of the
fair market value of the stock at the time such option is granted. The option
price for each share of stock which is not subject to an Incentive Stock Option
may (in the absolute discretion of the Committee) be more or less than or equal
to the fair market value of a share of stock on the date such option is granted;
provided, however, that in no event shall the option price be less than adequate
consideration as determined by the Committee. For purposes of this Section VII,
the fair market value of a share of stock shall mean the mean between the high
and the low sales prices on any date for a share of stock as reported by The
Wall Street Journal under the New York Stock Exchange Composite Transactions
quotation system (or under any successor quotation system) or (b) if the stock
is not traded on the New York Stock Exchange, under the quotation system under
which such closing price is reported or (c) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper or
trade journal selected by the Committee or (d) if no such closing price is
available on such date, such closing price as so reported or so quoted in
accordance with subsection (a) above for the immediately preceding business day
or, (e) if no newspaper or trade journal reports such closing price or if no
such price quotation is available, the price which the Committee acting in good
faith determines through any reasonable valuation methods that a share of stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts. Such option price shall be payable according to the payment
method specified by the Committee in each option. The payment methods available
for selection by the Committee are cash (including by delivery of a personal
check) only, surrendering common stock of the Company or, to the extent allowed
by the Committee in its discretion, electing that the Company withhold shares of
stock (that otherwise would be transferred to the eligible employee as a result
of the exercise of such option), any combination of cash and common stock of the
Company or such other method as determined by the Committee. To the extent that
the eligible employee elects to pay the option price with shares of common
stock, such stock shall be valued at fair market value as of the day such shares
are surrendered as payment or treated by the Committee as withheld from the
exercise of the Option. Any election to withhold shares otherwise transferable
upon exercise in payment of the option price, and any such withholding, shall be
in accordance with the provisions of Rule 16b-3 under the Exchange Act.
VIII.
TERMS OF OPTIONS
The period during which an option granted under this Plan can be exercised
shall commence on the last day of the six (6) month period which begins on the
date of grant of the option and continue until such option expires by its terms.
No option granted under this Plan shall be exercisable by its terms after the
earlier of (a) the date the option is exercised in full, (b) the termination for
any reason of such option (including, without limitation, the cancellation,
expiration or exchange of such option), (c) the expiration of ten (10) years
from the date such option is granted, or (d) the expiration of three (3) months
from the date the employee first ceases to be an employee of the Company or any
of its Subsidiary Corporations for any reason, except as otherwise provided in
the terms of the option in accordance with the provisions of this Section VIII
relating to death or permanent disability.
31
Any option granted under this Plan may, but shall not be required to,
provide either or both of the following:
(a) in the event the eligible employee dies prior to the expiration of
the option, the option may be exercised in whole or in part by the person
or persons to whom such right passes by will or inheritance or by the
executor or administrator of the eligible employee's estate at any such
time or within such time as the Committee may specify in the terms of the
option; or
(b) in the event the eligible employee first ceases employment with
the Company or any of its Subsidiary Corporations because of permanent and
total disability (within the meaning of Section 22(e)(3) of the Code) prior
to expiration of the option, the option may be exercised by such disabled
eligible employee in whole or in part at such time or within such time as
the Committee may specify in the terms of the option, but in no event later
than the expiration of one (1) year from the date the eligible employee
ceases such employment by reason of such disability; provided, however,
that in neither such event shall the option be exercisable after the
expiration of ten (10) years from the date such option is granted.
IX.
NON-TRANSFERABILITY
Each option granted pursuant to this Plan by its terms shall not be
transferable by the eligible employee otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the eligible
employee's lifetime, only by him.
X.
INCENTIVE STOCK OPTION LIMITATIONS
No Incentive Stock Option shall be granted to an eligible employee who,
immediately before the option is granted, owns stock (taking into consideration
the attribution rules of Section 424(d) of the Code) possessing greater than ten
(10%) percent of the total combined voting power of all classes of stock of the
Company or any of its Subsidiary Corporations, unless:
(a) the option price is at least one hundred ten (110%) percent of the
fair market value of the stock subject to the option at the date of grant;
and
(b) the option by its terms is not exercisable after the expiration of
five (5) years from the date the option is granted.
To the extent the aggregate fair market value (as determined as of the date
the Incentive Stock Option is granted) of the stock with respect to which
Incentive Stock Options granted after December 31, 1986 first become exercisable
by an eligible employee in any calendar year beginning after such date pursuant
to this Plan or any other plans of the Company or a Subsidiary Corporation which
satisfy the requirements of Section 422 of the Code exceeds $100,000, such
options shall not be treated as Incentive Stock Options. The Committee shall
interpret and administer the $100,000 limitation set forth in this paragraph in
accordance with Section 422(d) of the Code.
32
XI.
TERM OF THE PLAN
No option shall be granted under this Plan on or after the earlier of July
14, 2007, in which event this Plan shall thereafter continue in effect until all
outstanding options have been exercised in full or are no longer exercisable, or
the date on which all the stock reserved under Section VI of this Plan has (as a
result of exercise of options under this Plan) been issued or is no longer
available for use under this Plan, in which event this Plan shall also terminate
on such date.
XII.
TERMINATION OF EMPLOYMENT
The employment of any eligible employee shall not be deemed to have
terminated if he is transferred to and becomes an employee of a Subsidiary
Corporation, or if he is an employee of such a Subsidiary Corporation and is
transferred to or becomes an employee of the Company or of another Subsidiary
Corporation.
XIII.
ADJUSTMENT FOR CHANGES AFFECTING COMMON STOCK
The Committee in its discretion, to prevent dilution or enlargement of the
rights represented by options, may make appropriate adjustments to the number
and kind of shares available for issuance pursuant to options to be granted
under this Plan, and to the number, kind and option prices of shares subject to
outstanding options under this Plan, to give equitable effect to any
reorganization, recapitalization, exchange of shares, stock split, stock
dividend, rights offering, combination of shares, merger, consolidation,
spin-off, partial liquidation, or other similar transaction affecting the
Company's capitalization or corporate structure, including without limitation
any "corporate transaction" as that term is used in Section 424(a) of the Code
which provides for the substitution or assumption of such options.
XIV.
AMENDMENT OR DISCONTINUANCE OF THE
PLAN OR OUTSTANDING OPTIONS
This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, to the
extent required in accordance with Section 422 of the Code, no such amendment
shall be made absent approval of the shareholders of the Company (a) to increase
the number of shares of stock reserved under the Plan, or (b) to change the
class of employees eligible under the Plan; and, provided, further, that, to the
extent shareholder approval of any amendment is required to comply with other
applicable provisions of the Code, State law or NASD or exchange listing
requirements the Committee shall not so amend this Plan absent the approval of
the shareholders of the Company. The Committee also may suspend the granting of
options under this Plan at any time and may terminate this Plan at any time;
provided, however, the Committee shall not have the right unilaterally to
modify, amend or cancel any option granted before such suspension or termination
unless (1) the holder of such option consents in
33
writing to such modification, amendment or cancellation or (2) there is a
dissolution or liquidation of the Company or a transaction described in Section
XIII or XVI of this Plan.
XV.
NO EMPLOYMENT RIGHTS CONFERRED
Nothing in this Plan or in any option granted hereunder shall confer upon
any person any right of employment or continued employment by the Company or its
Subsidiary Corporations or impair the Company's and its Subsidiary Corporations'
rights to terminate any person's employment.
XVI.
SALE OR MERGER OR CHANGE IN CONTROL
If the Company agrees to sell all or substantially all of its assets for
cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, share exchange, division or other
corporate transaction in which stock is converted into another security or into
the right to receive securities or property and such agreement does not provide
for the assumption or substitution of the options granted under this Plan, each
option at the direction and discretion of the Committee shall (effective as of a
date selected by the Committee) be (a) cancelled unilaterally by the Company
(subject to such conditions, if any, as the Committee deems appropriate under
the circumstances) in exchange for whole shares of stock (and cash in lieu of a
fractional share) the number of which, if any, shall be determined by the
Committee by dividing (1) the excess of the then fair market value of the stock
then subject to exercise (as determined without regard to any vesting schedule
for such option) under such option over the option price of such stock by (2)
the then fair market value of a share of stock, or (b) cancelled unilaterally by
the Company if the option price equals or exceeds the fair market value of a
share of stock on such date.
If there is a change in control of the Company or a tender or exchange
offer is made for stock other than by the Company, the Committee thereafter
shall have the right to take such action with respect to any unexercised option,
or all such options, as the Committee deems appropriate under the circumstances
to protect the interest of the Company in maintaining the integrity of such
grants under this Plan, including following the procedures set forth in this
section for a sale or merger of the Company. The Committee shall have the right
to take different action under this Section XVI upon a change in control with
respect to different employees or different groups of employees, as the
Committee deems appropriate under the circumstances. For purposes of this
Section XVI, a change in control shall mean the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of stock, by contract or otherwise.
For purposes of this definition, (1) the term "person" means a natural person,
corporation, partnership, joint venture, trust, government or instrumentality of
a government and (2) customary agreements with or between the underwriters and
selling group members with respect to a bona fide public offering of stock shall
be disregarded.
34
XVII.
NO SHAREHOLDER RIGHTS
No eligible employee shall have any right as a shareholder of the Company
as a result of the grant of an option to him under this Plan or his exercise of
such option pending the actual delivery of stock subject to such option to such
eligible employee.
XVIII.
OTHER CONDITIONS
Each option agreement may require that an eligible employee (as a condition
to the exercise of an option) enter into any agreement or make such
representations prepared by the Company, including any agreement which restricts
the transfer of stock acquired pursuant to the exercise of such option or
provides for the repurchase of such stock by the Company under certain
circumstances. Certificates representing shares of stock transferred upon the
exercise of an option granted under this Plan may, at the discretion of the
Company, bear a legend to the effect that such stock has not been registered
under the Securities Act of 1933, as amended, or any applicable state securities
law and that such stock may not be sold or offered for sale in the absence of an
effective registration statement as to such stock under the Securities Act of
1933, as amended, and any applicable state securities law or an opinion, in form
and substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required.
XIX.
WITHHOLDING
The exercise of any option granted under this Plan shall constitute an
employee's full and complete consent to whatever action the Committee deems
necessary to satisfy the federal and state tax withholding requirements, if any,
which the Committee acting in its discretion deems applicable to such exercise.
The Committee also shall have the right to provide in an option agreement that
an employee may elect to satisfy federal and state withholding requirements
through a reduction in the number of shares of stock actually transferred to him
under this Plan, and if the employee is subject to the reporting requirements
under Section 16 of the Exchange Act, any such election and any such reduction
shall be effected so as to satisfy the conditions to an exemption under Rule
16b-3 under the Exchange Act.
XX.
CONSTRUCTION
This Plan shall be construed under the laws of the State of Georgia.
35
EXHIBIT 3
OXFORD INDUSTRIES, INC. 1997 RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE AUGUST 18, 2003)
I.
PURPOSE
The purpose of the Oxford Industries, Inc. 1997 Restricted Stock Plan (the
"Plan") is to advance the interests of Oxford Industries, Inc. (the "Company")
and its stockholders by providing the opportunity for the Company to compensate
its key employees with shares of common stock containing restrictions on sale
and other restrictions in lieu of cash compensation.
II.
EFFECTIVE DATE OF PLAN
The effective date of this Plan shall be the date it is adopted by the
Board of Directors, provided that the shareholders of the Company shall approve
this Plan after the date of its adoption in accordance with and all applicable
provisions of the Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), State law or NASD or exchange listing requirements within 12
months after the date of adoption. No shares of stock shall be issued under this
Plan prior to approval by the shareholders of the Company.
III.
ADMINISTRATION OF THE PLAN
This Plan shall be administered by a Stock Option and Compensation
Committee (the "Committee") of not less than two (2) Directors to be appointed
by the Board of Directors. Each member of the Committee shall at all times be an
"outside director" within the meaning of Code sec.162(m) and a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The Committee acting in its absolute discretion shall exercise such powers
and take such action as expressly called for under this Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule 16b-3
under the Exchange Act) to take such other action (except to the extent the
right to take such action is expressly exclusively reserved for the Board of
Directors or the Company's shareholders) in the administration or operation of
this Plan as the Committee deems equitable under the circumstances. The
interpretation of any provision of this Plan by the Committee and any action
taken by the Committee under this Plan or with respect to any restriction
imposed with respect to any share issued under this Plan shall be final and
binding on all persons. No Committee member shall be personally liable for any
interpretation or action made or taken in good faith under this Plan or with
respect to any restriction imposed with respect to any shares issued under this
Plan, and, to the extent permitted by law, each member shall be indemnified by
the Company against any liability and expenses arising from such interpretation
or action.
36
IV.
ELIGIBILITY
The persons eligible to participate in this Plan as recipients of stock
issued under this Plan shall be only (i) those employees that the Committee in
its discretion determines to be key employees of the Company or any of the
Company's subsidiary corporations ("Subsidiary Corporations"), as defined in
Section 424(f) of the Code, and (ii) non-employee members of the Company's Board
of Directors. Directors of the Company who are otherwise employed by the Company
are eligible employees.
V.
ISSUANCE OF RESTRICTED STOCK
The Committee in its discretion may from time to time issue shares of stock
in lieu of base compensation and compensation under the Company's incentive
plans that otherwise would be paid in cash. The Committee in its discretion
shall determine the key employees to whom shares of stock shall be issued and
the number of shares to be issued to such employees.
As a condition of the issuance of shares under this Plan the Committee may
require the employee to enter into an agreement which restricts the right of the
employee to transfer the shares of stock until satisfaction of such performance
or other conditions (including, without limitation, continuation of employment
for a time set by the Committee) as the Committee in its complete discretion may
require (the "Restrictions"). The agreement shall state that if an employee
fails to satisfy each and every Restriction, the employee shall forfeit the
shares or transfer the shares to the Company and receive no consideration from
the Company on account of such transfer. Each agreement shall specify what
dividend and voting rights, if any, an employee shall have with respect to stock
issued subject to Restrictions pending either the satisfaction of the
Restrictions or the forfeiture of the stock or transfer of the stock upon
failure to satisfy the Restrictions.
As a further condition of the issuance of shares under this Plan, the
Committee may require that the actual certificates issued with respect to such
shares be held by the Company until the Restrictions shall be satisfied.
VI.
NUMBER OF SHARES
There shall be an aggregate number of 100,000 shares of $1.00 par value
common stock of the Company which may be issued pursuant to this Plan. The
shares may be either authorized and unissued shares or issued shares held in or
hereafter acquired for the treasury of the Company. In the event any shares are
transferred to the Company on account of an employee's failure to satisfy the
Restrictions (as an example, without limitation, the employee's failure to
remain in the employment of the Company), such shares shall again become
available for issuance until the termination of this Plan as provided in Section
XI hereof.
The Committee in its discretion may make appropriate adjustment to the
number and kind of shares available for issuance pursuant to this Plan to give
equitable effect to any reorganization, recapitalization, exchange of shares,
stock split, stock dividend, rights offering, combination of shares, merger,
consolidation, spin-off, partial liquidation, or other similar transaction
affecting the Company's capitalization or corporate
37
structure, including without limitation any "corporate transaction" as that term
is used in Section 424(a) of the Code.
VII.
VALUATION OF SHARES
The value of each share of stock issued pursuant to this Plan shall be the
fair market value of a share of stock (determined without taking into account
any Restrictions applicable to the stock) on the date that (but for the issuance
of the stock) cash compensation would have been paid to the employee as
determined by the Committee. For purposes of this Section VII, the fair market
value of a share of stock shall mean the mean between the high and the low sales
prices on any date for a share of stock as reported by The Wall Street Journal
under the New York Stock Exchange Composite Transactions quotation system (or
under any successor quotation system) or (b) if the stock is not traded on the
New York Stock Exchange, under the quotation system under which such closing
price is reported or (c) if The Wall Street Journal does not report such closing
price, such closing price as reported by a newspaper or trade journal selected
by the Committee or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with subsection (a)
above for the immediately preceding business day or, (e) if no newspaper or
trade journal reports such closing price or if no such price quotation is
available, the price which the Committee acting in good faith determines through
any reasonable valuation methods that a share of stock might change hands
between a willing buyer and a willing seller, neither being under any compulsion
to buy or to sell and both having reasonable knowledge of the relevant facts.
The number of shares of stock that will be issued by the Company in lieu of
cash compensation will be determined by the Committee by dividing the amount of
the cash compensation which the Committee has chosen to pay in shares of stock
by the fair market value of a share of stock (determined without taking into
account any Restrictions applicable to the stock) on the date that compensation
would have been paid to the employee as determined by the Committee in
accordance with the preceding paragraph, and will be rounded down to the nearest
whole share of stock.
VIII.
NON-TRANSFERABILITY
Each share issued pursuant to this Plan by its terms shall not be
transferable by the employee until the Restrictions have been satisfied.
IX.
TERM OF THE PLAN
No share shall be issued under this Plan on or after July 14, 2007, in
which event this Plan shall thereafter continue in effect until the Restrictions
on all shares issued under this Plan shall have been satisfied or the shares
have been forfeited or transferred to the Company because the Restrictions on
the shares were not satisfied.
38
X.
TERMINATION OF EMPLOYMENT
The employment of any eligible employee shall not be deemed to have
terminated if he is transferred to and becomes an employee of a Subsidiary
Corporation, or if he is an employee of such a Subsidiary Corporation and is
transferred to or becomes an employee of the Company or of another Subsidiary
Corporation.
XI.
AMENDMENT OR DISCONTINUANCE OF THE PLAN
This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate; provided, however, that to
the extent shareholder approval of any amendment is required to comply with
applicable provisions of the Code, State law or NASD or exchange listing
requirements the Committee shall not so amend this Plan absent the approval of
the shareholders of the Company. The Committee also may suspend the issuance of
shares under this Plan at any time and may terminate this Plan at any time;
provided, however, the Committee shall not have the right unilaterally to
modify, amend or cancel any Restriction placed on shares unless (1) the holder
of shares consents in writing to such modification, amendment or cancellation or
(2) there is a dissolution or liquidation of the Company or a transaction
described in Section XIII of this Plan.
XII.
NO EMPLOYMENT RIGHTS CONFERRED
Nothing in this Plan or in any share issued hereunder shall confer upon any
person any right of employment or continued employment by the Company or its
Subsidiary Corporations or impair the Company's and its Subsidiary Corporations'
rights to terminate any person's employment.
XIII.
SALE OR MERGER OR CHANGE IN CONTROL
If the Company agrees to sell all or substantially all of its assets for
cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, share exchange, division or other
corporate transaction in which stock is converted into another security or into
the right to receive securities or property, the Committee may in its sole
discretion remove some or all Restrictions on shares issued under this Plan.
If there is a change in control of the Company or a tender or exchange
offer is made for stock other than by the Company, the Committee may in its sole
discretion remove some or all Restrictions on shares issued under this Plan. The
Committee shall have the right to take different action under this Section XIII
upon a change in control with respect to different employees or different groups
of employees, as the Committee deems appropriate under the circumstances. For
purposes of this Section XIII, a change in control shall mean the acquisition of
the power to direct, or cause the direction of, the management and policies of
the Company by a person (not previously possessing such power), acting alone or
in conjunction with others, whether through the ownership of stock, by contract
or otherwise. For purposes of this definition, (1) the term
39
"person" means a natural person, corporation, partnership, joint venture, trust,
government or instrumentality of a government and (2) customary agreements with
or between the underwriters and selling group members with respect to a bona
fide public offering of stock shall be disregarded.
XIV.
OTHER CONDITIONS
Certificates representing shares of stock issued under this Plan may, at
the discretion of the Company, bear a legend to the effect that such stock has
not been registered under the Securities Act of 1933, as amended, or any
applicable state securities law and that such stock may not be sold or offered
for sale in the absence of an effective registration statement as to such stock
under the Securities Act of 1933, as amended, and any applicable state
securities law or an opinion, in form and substance satisfactory to the Company,
of legal counsel acceptable to the Company, that such registration is not
required. Certificates representing shares of stock issued under this Plan also
may, at the discretion of the Committee, bear a legend to the effect that such
stock is subject to Restrictions and may not be transferred until satisfaction
of such Restrictions, with any attempted transfer of the stock in violation of
such legend to result in forfeiture of the stock.
XV.
WITHHOLDING
Each agreement entered into pursuant to this Plan which restricts the right
of an employee to transfer shares of stock issued pursuant to this Plan may
allow the Committee to take whatever action the Committee deems necessary to
satisfy the federal, state and other tax withholding requirements, if any, which
the Committee acting in its discretion deems applicable to the stock issued
pursuant to this Plan.
XVI.
CONSTRUCTION
This Plan shall be construed under the laws of the State of Georgia.
40
EXHIBIT 4
RESTATED ARTICLES OF INCORPORATION OF
OXFORD INDUSTRIES, INC.
I.
CORPORATE NAME
The name of the corporation is
OXFORD INDUSTRIES, INC.
II.
CORPORATE EXISTENCE
The corporation shall have perpetual duration.
III.
CORPORATE PURPOSES AND POWERS
The purpose of the corporation shall be to manufacture, purchase and sell
garments and clothing of all kinds; to manufacture, purchase and sell dictation
equipment and other business machines and equipment of all kinds; to deal
generally in properties of every kind or description, tangible or intangible,
real, personal or mixed; and to conduct any other businesses and engage in any
other activities not specifically prohibited to corporations for profit under
the laws of the State of Georgia; and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities, including,
but not limited to, the powers enumerated in the Georgia Business Corporation
Code or any amendment thereto.
IV.
CAPITAL STOCK
A. General. The total number of shares of capital stock which the
corporation shall have authority to issue is ninety million (90,000,000), of
which sixty million (60,000,000) shall be common stock of $1 par value per share
and of which thirty million (30,000,000) shall be preferred stock of $1 par
value per share. The authorized but unissued shares of common stock and
preferred stock shall be available for issuance and sale at any time and from
time to time, either in whole or in part, and upon such terms and conditions and
for such consideration, not less than the par value thereof, as may be provided
by the Board of Directors of the corporation.
B. Common Stock. The common stock shall be deemed to be stock entitled to
vote within the meaning of any of the provisions of the laws of the State of
Georgia and each holder of common stock shall, at every meeting of stockholders,
be entitled to one vote, in person or by proxy, for each share of such stock
held by him.
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C. Preferred Stock. The following is a description of the terms,
provisions, preferences, rights, voting powers, restrictions and limitations of
the preferred stock:
(1) Dividends on the preferred stock shall be cumulative.
(2) The preferred stock shall rank superior to the common stock both
as to the payment of dividends (other than dividends payable solely in
shares of common stock) and as to amounts distributable upon the voluntary
or involuntary liquidation of the corporation.
(3) At any time after full cumulative dividends for all previous
dividend periods shall have been paid on the preferred stock and each other
class of stock (if any) ranking superior to or in parity with the preferred
stock as to dividends, and after declaring and making provision for the
payment in full of the quarterly dividends for the current dividend period
on the preferred stock and on each other class of stock ranking superior to
or in parity with the preferred stock as to dividends, and after all
requirements with respect to any purchase, retirement or sinking fund or
funds for all series of the preferred stock and each other class of stock
ranking superior to or in parity with the preferred stock have been
complied with, then, but not prior thereto, out of any funds of the
corporation lawfully available therefor, dividends may be declared and paid
on the class or classes of stock junior to the preferred stock as to
dividends, subject to the respective terms and provisions (if any) applying
thereto. The provisions of this paragraph shall not be applicable to
dividends payable solely in shares of common stock to holders of the common
stock. If at any time the corporation shall fail to pay full cumulative
dividends on any shares of the preferred stock or on any other class of
stock ranking superior to or in parity with the preferred stock, or if at
any time the corporation shall be in default under the requirements with
respect to any purchase, retirement or sinking fund or funds applicable to
any series of the preferred stock or any other class of stock ranking
superior to or in parity with the preferred stock, thereafter until such
dividends shall have been paid or declared and set apart for payment and
any other such default remedied, the corporation shall not purchase,
redeem, or otherwise acquire for consideration any shares of any class of
stock then outstanding and ranking in parity with or junior to the
preferred stock.
(4) In the event of any voluntary or involuntary liquidation of the
corporation, after payment or provision for payment of the debts and other
liabilities of the corporation, after making provision for preferred stock
superior to the preferred stock as to payments upon liquidation and before
any distribution to the holders of the common stock or any subordinate
preferred stock, the holders of each series of the preferred stock shall be
entitled to receive out of the net assets of the corporation an amount in
cash for each share equal to the amount fixed and determined by the Board
of Directors in the resolution providing for the issuance of the particular
series of preferred stock, plus all dividends accumulated and unpaid on
each such share of preferred stock up to the date fixed for distribution,
and no more. If the above-stated amount payable to the holders of the
preferred stock cannot be paid in full, the holders of the shares of
preferred stock shall share ratably in any distribution of assets in
proportion to the sums which would have been paid to them upon such
distribution if all sums payable to holders of the preferred stock and all
classes of stock in parity with the preferred stock were paid and
discharged in full. For the purposes of this paragraph, the voluntary sale,
conveyance, lease, exchange or transfer of all or substantially all the
property or assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not the
corporation is the corporation surviving such consolidation or merger)
shall not be deemed to be a voluntary or involuntary liquidation.
(5) For purposes hereof, any class or classes of stock shall be deemed
to rank (i) superior to the preferred stock, either as to dividends or as
to distributions in liquidation, if the holders of such class or
42
classes shall be entitled to the receipt of dividends or to the receipt of
amounts distributable upon liquidation of the corporation, as the case may
be, in preference or priority to the holders of the preferred stock; (ii)
in parity with the preferred stock, either as to dividends or as to
distributions in liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the preferred stock, if the holders of such class
or classes of stock shall be entitled to the receipt of dividends or to the
receipt of amounts distributable upon liquidation of the corporation, as
the case may be, in proportion to their respective dividend rates or
liquidation prices, without preference or priority one over the other with
respect to the holders of the preferred stock; and (iii) junior to the
preferred stock, either as to dividends or as to distributions in
liquidation, if the rights of the holders of such class or classes shall be
subject or subordinate to the rights of the holders of the preferred stock
in respect of receipt of dividends (other than dividends payable in shares
of common stock) or to the receipt of amounts distributable upon
liquidation of the corporation, as the case may be.
(6) All shares of preferred stock shall be identical except that the
Board of Directors of the corporation is hereby expressly authorized and
empowered to divide the preferred stock into one or more series, and, prior
to the issuance of any of such shares in any particular series, to fix and
determine, in the manner provided by law, the following provisions of such
series:
(a) The distinctive designation of such series and the number of
shares to be included in such series;
(b) The rate of dividend, the times of payment and the date from
which the dividends shall be accumulated;
(c) Whether shares can be redeemed and, if so, the redemption price
and the terms and conditions of redemption;
(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(e) Purchase, retirement or sinking fund provisions, if any, for
the redemption or purchase of shares;
(f) The terms and conditions, if any, on which shares may be
converted;
(g) Whether or not shares have voting rights, and the extent of any
such voting rights, which rights may include, without limitation, the
right to vote generally with the common stock for the election of
members of the Board of Directors and on other matters and/or the right,
either generally or upon the occurrence of specified circumstances, to
vote specially as a class for the election of one or more members of the
Board of Directors; and
(h) Any other preferences, rights, restrictions and qualifications
of shares of such class or series permitted by law and these Articles of
Incorporation.
(7) After the Board of Directors of the corporation has established a
series in accordance with the terms of applicable law and these Articles of
Incorporation, the Board of Directors may at any time and from time to time
increase or decrease the number of shares contained in such series, but not
below the number of shares thereof then issued, by adopting a resolution
making such change.
(8) Each share of preferred stock within an individual series shall be
identical in all respects with the other shares of such series, except as
to the date, if any, from which dividends thereon shall
43
accumulate and other details which because of the passage of time are
required to be made in order for the substantive rights of the holders of
the shares of such series to be identical.
D. Miscellaneous. Except as otherwise provided in these Articles of
Incorporation, and in addition to the powers conferred on the Board of Directors
by Article VI of these Articles of Incorporation, the Board of Directors shall
have authority to cause the corporation to issue from time to time, without any
vote or other action by the stockholders, any or all shares of stock of the
corporation of any class or series at any time authorized, and any securities
convertible into or exchangeable for any such shares, and any options, rights or
warrants to purchase or acquire any such shares, in each case to such persons
and on such terms (including as a dividend or distribution on or with respect
to, or in connection with a split or combination of, the outstanding shares of
stock or the same or any other class or series) as the Board of Directors from
time to time in its discretion lawfully may determine; provided, that the
consideration for the issuance of shares of stock of the corporation (unless
issued as such a dividend or distribution or in connection with such a split or
combination) shall not be less than the par value of such shares. Shares so
issued shall be fully-paid stock, and the holders of such stock shall not be
liable to any further calls or assessments thereon.
V.
DENIAL OF PREEMPTIVE RIGHT
No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.
VI.
STOCK RIGHTS OR OPTIONS
The corporation shall have the power to create and issue, whether or not in
connection with the issuance and sale of any of its shares or other securities,
warrants and other rights or options entitling the holders thereof to purchase
from the corporation, for such consideration and upon such terms and conditions
as may be fixed by the Board of Directors, shares of common stock of the
corporation, whether authorized but unissued shares or treasury shares.
VII.
DEALINGS IN SHARES OF CORPORATION
The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available therefor, as well as out
of its unreserved and unrestricted earned surplus available therefor.
44
VIII.
DISTRIBUTIONS FROM CAPITAL SURPLUS
Subject to the provisions of Section 22-512 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of the corporation out of the capital surplus of the corporation.
IX.
AMENDMENT OF ARTICLES OF INCORPORATION
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Restated Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are subject to this reservation.
X.
FAIR PRICE PROVISION
A. Business Combination Approval. In addition to any vote otherwise
required by law, these Articles of Incorporation or any resolution of the Board
of Directors pursuant to which preferred stock is issued, and except as
expressly provided in this Article X, a Business Combination shall be (a)
unanimously approved by the Continuing Directors, provided that the Continuing
Directors constitute at least three members of the Board of Directors at the
time of such approval, or (b) recommended by at least two-thirds of the
Continuing Directors and approved by a majority of the votes entitled to be cast
by holders of Voting Shares, other than Voting Shares beneficially owned by the
Interested Shareholder who is, or whose Affiliate is, a party to the Business
Combination.
B. Exception to Approval Requirements. As used in this paragraph B, the
term "Interested Shareholder" refers to the Interested Shareholder which is a
party to, or an Affiliate of which is a party to, the Business Combination in
question. The vote required by paragraph A of this Article X does not apply to a
Business Combination if each of the following conditions is met:
(1) Minimum Value. The aggregate amount of cash, and the Fair Market
Value as of five days before the consummation of the Business Combination
of consideration other than cash, to be received per share by holders of
any class of common shares or any class or series of preferred shares in
such Business Combination is at least equal to the highest of the
following: (a) the highest per share price, including any brokerage
commissions, transfer taxes, and soliciting dealers' fees, paid by the
Interested Shareholder for any shares of the same class or series acquired
by it (i) within the two-year period immediately prior to the Announcement
Date, or (ii) in the transaction in which it became an Interested
Shareholder, whichever is higher; (b) the Fair Market Value per share of
such class or series as determined on the Announcement Date and as
determined on the Determination Date, whichever is higher; or (c) in the
case of shares other than common shares, the highest preferential amount
per share to which the holders of shares of such class or series are
entitled in the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the corporation; provided that this clause
(c) shall only apply if the Interested Shareholder has acquired shares of
such class or series within the two-year period immediately prior to the
Announcement Date;
45
(2) Form of Consideration. The consideration to be received by
holders of any class or series of outstanding shares is to be in cash or in
the same form as the Interested Shareholder has previously paid for shares
of the same class or series. If the Interested Shareholder has paid for
shares of any class or series of shares with varying forms of
consideration, the form of consideration for such class or series of shares
shall be either cash or the form used to acquire the largest number of
shares of such class or series previously acquired by the Interested
Shareholder;
(3) Procedural Requirements. After the Interested Shareholder has
become an Interested Shareholder and prior to the consummation of such
Business Combination:
(a) Unless approved by a majority of the Continuing Directors,
there shall have been (i) no failure to declare and pay at the regular
date therefor any full periodic dividends, whether or not cumulative, on
any outstanding preferred shares of the corporation, (ii) no reduction
in the annual rate of dividends paid on any class of common shares,
except as necessary to reflect any subdivision of the shares, (iii) an
increase in such annual rate of dividends as is necessary to reflect any
reclassification, including any reverse share split, recapitalization,
reorganization, or any similar transaction which has the effect of
reducing the number of outstanding shares, and (iv) no increase in the
Interested Shareholder's percentage ownership of any class or series of
shares of the corporation by more than one percent in any 12-month
period;
(b) The provisions of clauses (a)(i) and (ii) of this subparagraph
(3) shall not apply if the Interested Shareholder or an Affiliate or
Associate of the Interested Shareholder did not vote as a director of
the corporation in a manner inconsistent with clauses (a)(i) and (ii) of
this subparagraph (3) and the Interested Shareholder within ten days
after any act or failure to act inconsistent with clauses (a)(i) and
(ii) of this subparagraph (3), notified the Board of Directors of the
corporation in writing that the Interested Shareholder disapproved
thereof and requested in good faith that the Board of Directors rectify
the act or failure to act; and
(4) Dealings Between the Corporation and an Interested Shareholder.
After the Interested Shareholder has become an Interested Shareholder, the
Interested Shareholder has not received the benefit, directly or
indirectly, except proportionately as a stockholder, of any loans,
advances, guarantees, pledges, or other financial assistance, or any tax
credits or other tax advantages provided by the corporation or any of its
subsidiaries, whether in anticipation of or in connection with such
Business Combination or otherwise.
C. Definitions. For the purposes of this Article X:
(1) "Affiliate" means a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under
common control with, a specified person.
(2) "Announcement Date" means the date of the first general public
announcement of the proposal of the Business Combination.
(3) "Associate" when used to indicate a relationship with any person,
means (a) any corporation or organization, other than the corporation or a
subsidiary of the corporation, of which such person is an officer,
director, or partner or is the beneficial owner of ten percent or more of
any class of equity securities, (b) any trust or other estate in which such
person has a beneficial interest of ten percent or more, or as to which
such person serves as trustee or in a similar fiduciary capacity, and (c)
any relative or spouse of such person, or any relative of such spouse, who
has the same home as such person.
46
(4) "Beneficial Owner" -- a person shall be considered to be the
beneficial owner of any equity securities: (a) which such person or any of
such person's Affiliates or Associates owns, directly or indirectly; (b)
which such person or any of such person's Affiliates or Associates,
directly or indirectly, has (i) the right to acquire, whether such right is
exercisable immediately or only after the passage of time, pursuant to any
agreement, arrangement, or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the
right to vote pursuant to any agreement, arrangement or understanding, or
(c) which are owned, directly or indirectly, by any other person with which
such person or any of such person's Affiliates or Associates has any
agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of equity securities.
(5) "Business Combination" means:
(a) Any merger or consolidation of the corporation or any
subsidiary with (i) any Interested Shareholder or (ii) any other
corporation, whether or not itself an Interested Shareholder, which is,
or after the merger or consolidation would be, an Affiliate of an
Interested Shareholder that was an Interested Shareholder prior to the
consummation of the transaction;
(b) Any sale, lease, transfer, or other disposition, other than in
the ordinary course of business, in one transaction or in a series of
transactions in any 12-month period, to any Interested Shareholder or
any Affiliate of any Interested Shareholder, other than the corporation
or any of its subsidiaries, of any assets of the corporation or any
subsidiary having, measured at the time the transaction or transactions
are approved by the Board of Directors of the corporation, an aggregate
book value as of the end of the corporation's most recently ended fiscal
quarter of ten percent or more of the net assets of the corporation as
of the end of such fiscal quarter;
(c) The issuance or transfer by the corporation, or any subsidiary,
in one transaction or a series of transactions in any 12-month period,
of any equity securities of the corporation or any subsidiary which have
an aggregate market value of five percent or more of the total market
value of the outstanding common and preferred shares of the corporation
whose shares are being issued, to any Interested Shareholder or any
Affiliate of any Interested Shareholder, other than the corporation or
any of its subsidiaries, except pursuant to the exercise of warrants or
rights to purchase securities offered pro rata to all holders of the
corporation's Voting Shares or any other method affording substantially
proportionate treatment to the holders of Voting Shares;
(d) The adoption of any plan or proposal for the liquidation or
dissolution of the corporation in which anything other than cash will be
received by an Interested Shareholder or an Affiliate of any Interested
Shareholder; or
(e) Any reclassification of securities, including any reverse stock
split, or recapitalization of the corporation or any merger or
consolidation of the corporation with any of its subsidiaries which has
the effect, directly or indirectly, in one transaction or a series of
transactions in any 12-month period, of increasing by five percent or
more the proportionate amount of the outstanding shares of any class or
series of equity securities of the corporation or any subsidiary which
is directly or indirectly beneficially owned by any Interested
Shareholder or any Affiliate of any Interested Shareholder.
(6) "Continuing Director" means any member of the Board of Directors
who is not an Affiliate or Associate of an Interested Shareholder or any of
its Affiliates, other than the corporation or any of its subsidiaries, and
who was a director of the corporation prior to the Determination Date, and
any
47
successor to such Continuing Director who is not an Affiliate or an
Associate of an Interested Shareholder or any of its Affiliates, other than
the corporation or its subsidiaries, and is recommended or elected by a
majority of all the Continuing Directors.
(7) "Control", including the terms "controlling", "controlled by" and
"under common control with" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities,
by contract or otherwise, and the beneficial ownership of shares
representing ten percent or more of the votes entitled to be cast by a
corporation's Voting Shares shall create an irrebuttable presumption of
control.
(8) "Corporation" shall include, as the context indicates, Oxford
Industries, Inc., any other corporation, or any trust merging with a
corporation pursuant of Section 53-12-59 of the Official Code of Georgia.
(9) "Determination Date" means the date on which an Interested
Shareholder first became an Interested Shareholder.
(10) "Fair Market Value" means (a) in the case of securities, the
highest closing sale price, during the period beginning with and including
the Determination Date and for twenty-nine days prior to such date, of such
a security on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such securities are
listed, or, if such securities are not listed on any such exchange, the
highest closing sale price or, if none is available, the average of the
highest bid and asked prices reported with respect to such a security, in
each case during the 30-day period referred to above, on the National
Association of Securities Dealers, Inc., Automatic Quotation System, or any
system then in use, or, if no such quotations are available, the fair
market value on the date in question of such a security as determined in
good faith at a duly called meeting of the Board of Directors by a majority
of all of the Continuing Directors, or, if there are no Continuing
Directors, by the entire Board of Directors; and (b) in the case of
property other than securities, the fair market value of such property on
the date in question as determined in good faith at a duly called meeting
of the Board of Directors by a majority of all of the Continuing Directors,
or, if there are no Continuing Directors, by the entire Board of Directors
of the corporation.
(11) "Interested Shareholder" means any person, other than the
corporation or its subsidiaries, that (a)(i) is the Beneficial Owner of ten
percent or more of the voting power of the outstanding voting shares of the
corporation, or (ii) is an Affiliate of the corporation and, at any time
within the two-year period immediately prior to the date in question, was
the beneficial owner of ten percent or more of the voting power of the then
outstanding Voting Shares of the corporation; and (b) for the purpose of
determining whether a person is an Interested Shareholder, the number of
Voting Shares deemed to be outstanding shall not include any unissued
Voting Shares which may be issuable pursuant to any agreement, arrangement,
or understanding or upon exercise of conversion rights, warrants or options
or otherwise.
(12) "Voting Shares" means shares entitled to vote generally in the
election of directors.
D. Inapplicability to Certain Business Combinations. The requirements of
paragraph A of this Article X shall never apply to Business Combinations with an
Interested Shareholder or its Affiliates if, during the three-year period
immediately preceding the consummation of the Business Combination, the
Interested Shareholder has not at any time during such period (a) ceased to be
an Interested Shareholder, or (b) increased its percentage ownership of any
class or series of common or preferred shares of the corporation by more than
one percent in any 12-month period.
48
E. Miscellaneous. A majority of Continuing Directors shall have the power
and duty to make interpretations and determinations with respect to compliance
with this Article X, and such interpretations and determinations shall be
conclusive and binding on all persons. Compliance by an Interested Shareholder
with the requirements of this Article X shall not relieve such Interested
Shareholder from any fiduciary duty under applicable laws, including without
limitation any fiduciary duty to other stockholders or to the corporation.
F. Amendment or Repeal of this Article. Notwithstanding and in addition to
any vote required by these Articles of Incorporation, the Bylaws of the
corporation, applicable laws, or any resolution of the Board of Directors
pursuant to which preferred stock is issued, the affirmative vote of two-thirds
of the Continuing Directors and a majority of the votes entitled to be cast by
the Voting Shares of the corporation, other than shares beneficially owned by
any Interested Shareholder and Affiliates and Associates of any Interested
Shareholder, shall be required to amend, alter, change or repeal this Article X
or to adopt any provision in the Articles or Bylaws inconsistent with this
Article X.
XI.
BOARD OF DIRECTORS
A. Number. The Board of Directors of the corporation shall consist of nine
or more members. The number of directors shall be fixed by the Bylaws. Such
number may be increased, or decreased to no less than nine, by amendment to the
Bylaws either by the Board of Directors or by the vote of the holders of
seventy-five (75%) percent of the corporation's outstanding capital stock
entitled to vote generally in the election of directors, voting as a single
class.
B. Classes. The Board of Directors shall be divided into three classes
(not to include directors that may be elected under these Articles of
Incorporation or resolutions of the Board of Directors by the holders of
preferred stock), each class to be as nearly equal in number as possible,
designated Class I, Class II and Class III. At the 1986 Annual Meeting of
Stockholders, Class I directors shall be elected for a one-year term, Class II
directors shall be elected for a two-year term, and Class III directors shall be
elected for a three-year term. Directors shall serve until the annual meeting of
stockholders held in the year during which their terms expire and until their
successors are elected and qualified. At each annual meeting after 1986,
directors shall be elected for three-year terms to succeed those whose terms
expire at such meeting. Directors shall serve until their terms expire and until
their successors are elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any increase
or decrease in the number of directors shall be so apportioned among the classes
as to make all classes as nearly equal in number as possible. When the number of
directors is increased and any newly created directorships are filled by the
Board of Directors, there shall be no classification of the additional
directors, and such additional directors shall only serve, until the next
election of directors by the corporation's stockholder.
C. Removal of Directors. Any director may be removed from office, with or
without cause, by a vote of a majority of the total number of members of the
Board of Directors without including the director who is the subject of the
removal determination. Such director shall not be entitled to vote with respect
to his removal. Any director or the full Board of Directors may be removed from
office, with or without cause, by the affirmative vote of the holders of
seventy-five (75%) percent of the Corporation's outstanding capital stock
entitled to vote in the election of directors, voting as a single class.
49
D. Vacancies. Any vacancy in the Board of Directors resulting from an
increase in the number of directors may be filled by a majority of directors
then in office, provided a quorum is present. Any other vacancy may be filled by
a majority of directors then in office, though less than a quorum, or by the
sole remaining director, as the case may be, or, if no director remains, by the
affirmative vote of the holders of a majority of the corporation's outstanding
capital stock entitled to vote generally in the election of directors, voting as
a single class, and any director so elected shall serve for the full unexpired
term of his predecessor.
E. Exceptions for Directors Elected by Particular Class or Series of
Capital Stock. Notwithstanding any other provision of this Article XI, whenever
the holders of any one or more classes or series of preferred stock issued by
this corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of these Articles of Incorporation applicable
thereto, and by the terms of the resolutions of the Board of Directors pursuant
to which such preferred stock is issued, and such directors so elected shall not
be divided into classes pursuant to this Article XI unless expressly provided by
such terms.
F. Special Meetings of Stockholders. Special meetings of the corporation's
stockholders may be called by the Chairman of the Board of Directors, the
President, the Board of Directors, the holders of seventy-five (75%) percent of
the corporation's outstanding capital stock entitled to vote in the election of
directors (voting as a single class), or, in the event there are no directors,
any stockholder.
G. Amendment or Repeal of this Article. Notwithstanding any other
provision of these Articles of Incorporation or the Bylaws of the corporation,
the affirmative vote of the holders of seventy-five (75%) percent of the
corporation's outstanding capital stock entitled to vote in the election of
directors, voting as a single class, shall be required to amend, alter, change
or repeal this Article XI or to adopt any provision as part of these Articles of
Incorporation or the Bylaws of the corporation inconsistent with this Article
XI.
XII.
LIMITATION OF DIRECTORS' LIABILITY
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of duty of care
or other duty as a director; provided, however, that this Article shall not
eliminate or limit the liability of a director (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) for the types of liability set forth in
Section 14-2-154 of the Georgia Business Corporation Code; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended after approval of this Article by
the corporation's stockholders to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Georgia Business Corporation Code, as so amended. Neither the
amendment or repeal of this Article nor the adoption of any provision of these
Articles of Incorporation inconsistent with this Article shall eliminate or
adversely affect any right or protection of a director of the corporation
existing immediately prior to such amendment, repeal or adoption.
50
OXFORD INDUSTRIES, INC.
PROXY --— ANNUAL MEETING OF STOCKHOLDERS,SHAREHOLDERS, OCTOBER 6, 2003
10, 2005
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned appoints J. HICKS LANIER, BEN B. BLOUNT, JR. and THOMAS C. CHUBB III and SHERIDAN B. JOHNSON, and each of them, proxies, with full power of substitution, for and in the name of the undersigned, to vote all shares of the common stock of Oxford Industries, Inc. that the undersigned would be entitled to vote if personally present at the Annual Meeting of StockholdersShareholders to be held on Monday, October 6,
2003,10, 2005, at 3:00 p.m., local time, at the principal offices of Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and at any adjournment thereof, upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is acknowledged, and upon any other business that may properly come before the meeting or any adjournment thereof. Said persons are directed to vote as follows, and otherwise in their discretion upon any other business:
1. Proposal to elect the four nominees listed below.business. If a nominee becomes
unable to serve, theno direction is made, this proxy will be voted for a substitute nominee or will
not be voted in“FOR” all of the discretionBoard of said persons appointed above.
Directors’ nominees and proposals.
| 1. | Proposal to elect the nominees listed below. If a nominee becomes unable to serve, the proxy will be voted for a substitute nominee or will not be voted in the discretion of said persons appointed above. |
oFORall nominees listed below (except as marked to the | oWITHHOLD AUTHORITYto vote for all nominees listed |
Nominees: Tom Gallagher,Cecil D. Conlee, J. HicksReese Lanier, Sr. and Robert E. Shaw and Clarence H. Smith
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
*INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided below.
| 2. | Proposal to ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006. |
oFOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
2. Proposal to adopt the Oxford Industries, Inc. Executive Performance
Incentive Plan.
[ ] FOR [ ] oAGAINST [ ] oABSTAIN
3. Proposal to approve the First Amendment to the 1997 Stock Option Plan to
increase the number shares available for issuance from 500,000 to 1,250,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be dated and signed on reverse side)
4. Proposal to approve the First Amendment to the 1997 Restricted Stock Plan to
include non-employee directors as eligible participants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Proposal to increase the number of authorized shares of the Company's common
stock from 30,000,000 to 60,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. Proposal to ratify the appointment of Ernst & Young LLP, independent
auditors, as the Company's independent auditors for the fiscal year ending
May 28, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign and date below and return this proxy immediately in the enclosed envelope, whether or not you plan to attend the annual meeting.
| Signature | ||||||
| Signature if held jointly | ||||||
| Dated: | , 2005 | |||||
| IMPORTANT: Please date this proxy and sign exactly as your name or names appear. If shares are jointly owned, both owners should sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If signing as a corporation, please sign in full corporate name by President or other authorized officer. If signing as a partnership, please sign in partnership name by authorized person. |