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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 13, 2012TO BE HELD JUNE 19, 2013

        Notice is hereby given that the 2013 annual meeting of shareholders of Oxford Industries, Inc.'s 2012 annual shareholders meeting will be held on Wednesday, June 13, 201219, 2013 at 3:00 p.m., local time, in the Fifth Floor Conference Center at our company's headquarters, which are at 222 Piedmont Avenue,999 Peachtree Street, N.E., Atlanta, Georgia 30308.30309. The purposes of the meeting are to:

(1)

Elect four directors nominated by our Board and named in the accompanying proxy statement to serve for a term of three years and until their respective successors are elected and qualified;



(2)

Approve our Executive Performance Incentive Plan, as amended and restated, as required by Section 162(m) of the Internal Revenue Code;



(3)

Approve the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2012;2013;



(3)(4)

Hold an advisory, non-binding vote on executive compensation; and



(4)(5)

Transact any other business that properly comes before the annual meeting or any adjournment or postponement of the annual meeting.

        Shareholders of record as of the close of business on April 13, 201219, 2013 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting. This notice and the accompanying proxy statement are being mailed to shareholders beginning on or about May 11, 2012.17, 2013.

        A list of our shareholders entitled to vote at the annual meeting will be available for examination by any shareholder, or his or her agent or attorney, at the annual meeting. The enclosed proxy is solicited on behalf of our Board. Reference is made to the accompanying proxy statement for further information with respect to the items of business to be transacted at the annual meeting.

        Your vote is important. Regardless of whether you plan to attend the meeting, please complete and sign the enclosed proxy and return it in the accompanying, postage pre-paid 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. If your shares are held in an account at a bank or broker, your bank or broker will vote your shares for you if you provide instructions on how to vote your shares.voting instructions. In the absence of instructions, your broker can only vote your shares on limited matters.

        Attendance at the meeting is limited to shareholders, those holding proxies from shareholders, and invited guests such as members of the media. If your shares are held in an account at a bank or broker, you should bring the notice or voting instruction form you received from your bank or broker, or obtain a valid proxy card from your bank or broker, in order to gain admission to the meeting.

May 8, 201215, 2013		By Order of the Board of Directors,
		Thomas E. Campbell Senior Vice President—Law and Administration, General Counsel and Secretary

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222 Piedmont Avenue,999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 3030830309

PROXY STATEMENT

For Annual Shareholders Meeting
To Be Held on June 13, 201219, 2013

INTRODUCTION

        This proxy statement contains information relating to the annual meeting of shareholders of Oxford Industries, Inc. to be held on Wednesday, June 13, 2012,19, 2013, beginning at 3:00 p.m., local time. The annual meeting will be held in the Fifth Floor Conference Center at our offices at 222 Piedmont Avenue,999 Peachtree Street, N.E., Atlanta, Georgia 30308.30309. You may contact our Investor Relations Department at (404) 659-2424 to obtain directions to the site of the annual meeting.

        We will begin mailing this proxy statement, the attached Notice of Annual Meeting of Shareholders and the accompanying proxy card on or about May 11, 201217, 2013 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. Along with this proxy statement, we are also sending our Annual Report to Shareholders for fiscal 2011,2012, which ended January 28, 2012.February 2, 2013.

INFORMATION ABOUT THE MEETING AND VOTING

Shares Outstanding

        You may vote at our 20122013 annual shareholders meeting if you owned shares of our common stock as of the close of business on April 13, 2012,19, 2013, the record date for the annual meeting. As of the close of business on April 13, 2012,19, 2013, there were 16,501,86316,575,841 shares of our common stock issued and outstanding. You are entitled to one vote for each share of our common stock that you owned on the record date.

Voting

        If, on April 13, 2012,19, 2013, your shares of our common stock were registered directly in your name with Computershare, our transfer agent, Computershare Investor Services, then you are a shareholder of record. As a shareholder of record, 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 are a shareholder of record and you sign and return your proxy card but do not include voting instructions, your proxy will be voted "FOR" each of the director nominees named in Proposal No. 1 (Election of Directors), "FOR" Proposal No. 2 (approval of the selection of Ernst & Young LLP as recommended by our independent registered public accounting firm) and Proposal No. 3 (Advisory Vote on Executive Compensation) andBoard or, if no recommendation is given, in the discretion of the proxies designated on the proxy card, as recommended by our Board, on such other matters as may properly come before the annual meeting to the extent permitted under applicable law.

        If you holdare a shareholder of record, your shares directly in your own name, they will not be voted unless you provide a proxy or attend the annual meeting and vote in person.

        If, on April 13, 2012,19, 2013, your shares were held in an account at a bank or broker, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The bank or broker holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your bank or broker on how to vote the shares in your account. Telephone and/or Internet voting may be available to direct your bank or broker on how to vote the shares in your account. The availability of telephone and/or Internet voting will depend on the voting processes of your bank or broker. Please follow the directions on your proxy card carefully. Even if your shares are held in an account at a bank or broker, you are invited to attend the annual meeting.

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However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a valid proxy card from your bank or broker and, in order to gain admission to the meeting,

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you should bring the notice or voting instruction form you received from your bank or broker, or obtain a valid proxy card from your bank or broker.

        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 or 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.

        A properly executed proxy card marked "Abstain" with respect to any proposal will not be voted for such proposal.

Broker Discretionary Voting; Broker Non-Votes

        If you hold shares through an account with a bank or broker, your shares may be voted by the bank or broker even if you do not provide voting instructions. Banks and brokerage firms have the authority, under the rules of the New York Stock Exchange (which we refer to as the(the "NYSE"), to vote shares in their discretion on certain "routine" matters when their customers do not provide voting instructions on certain "routine" matters.instructions. Under the NYSE's rules, as currently in effect, only Proposal No. 23 (approval of the selection of Ernst & Young LLP as our independent registered public accounting firm) is considered a routine matter.

        Proposal No. 1 (Election of Directors) and Proposal No. 3 (Advisory Vote on Executive Compensation)The other proposals to be addressed at the annual meeting are considered "non-routine" matters under the NYSE's rules. When a bank or brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to a non-routine matter, the bank or brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." Broker non-votes will be counted as present at the annual meeting for quorum purposes but will not be counted as entitled to vote on the non-routine matter.Therefore, if your shares are held in an account at a bank or broker, it is important that you provide instructions to your bank or broker so that your vote on these proposals is counted.

Changing Your Vote

        If you are a shareholder of record, you may revoke or change your vote with respect to the shares of our common stock that are registered directly in your name by doing any of the following:

•

delivering a written notice of revocation to our Secretary before the vote is taken at the annual meeting, such notice of revocation dated later than the proxy you want to revoke;



•

properly executing and delivering a later-dated proxy before the vote is taken at the annual meeting; or



•

voting in person at the annual meeting (your attendance at the annual meeting, in and of itself, will not revoke the earlier proxy).

        If your shares are held in an account at a bank or broker, then you must follow the instructions provided by your bank or broker in order to revoke or change your vote with respect to those shares held in street name.

Quorum

        In order for us to conduct the annual meeting, the holders of a majority of the shares of our common stock issued and outstanding as of the close of business on April 13, 2012record date must be present, at the annual meeting in person or by proxy.proxy, at the annual meeting. This is referred to as a quorum. Abstentions and broker non-votes, if any, will be counted as shares present at the meeting for purposes of determining the presence of a quorum.

CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our Articlesarticles of Incorporation,incorporation, our Board willis to consist of at least nine members, with the specific number fixed by our Bylaws,bylaws, as in effectamended from time to time. Currently, our Bylawsbylaws have fixed the number of directors at 10. We11. There are currently have nine10 members serving on our Board.

        Our Board has nominated each of Messrs. John R. Holder, J. Hicks Lanier and Clarence H. Smith, who are currently members of our Board,the following current directors for re-election at the annual meeting.meeting: Mr. George C. Guynn; Ms. Helen B. Weeks; and Mr. E. Jenner Wood III.

        In addition, our Board has nominated our President, Mr. Thomas C. Chubb III,Gallagher for election to serve as a director and to fill the existing vacancy on our Board. Mr. Gallagher, who is the Chairman and Chief Executive Officer of Genuine Parts Company, served on

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our Board from 1991 to 2007. Based in part on his prior service and familiarity with our company, Mr. Gallagher was identified and recommended as a potential director nominee by several non-management members of our Board, including members of our Board who also serve on the board of directors of Genuine Parts Company. After reviewing Mr. Gallagher's experience and qualifications, particularly as they related to various other potential candidates, our Nominating, Compensation & Governance Committee, or NC&G Committee, recommended to our Board that Mr. Gallagher be nominated for election as a director at the annual meeting.

        The following table sets forth, as of May 1, 2012,April 19, 2013, certain information concerning our current directors and Mr. Chubb, the director nominee,Gallagher, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director.

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Director Independence

        Our Corporate Governance Guidelines provide that we will have a majority of "independent" directors under the NYSE's listing standards, as determined by the Board, and that, at least annually, our Nominating, Compensation & Governance Committee (which is referred to as our NC&G Committee)Committee will review each relationship that exists with a director and his or her related interests for the purpose of determining whether the director is independent. Based on our NC&G Committee's review, our Board annually considers the independence of each of our directors, as well as upon learning about intervening events that may impact director independence.

        In March 2012,2013, our NC&G Committee and full Board considered director independence. As part of this consideration, our NC&G Committee and full Board broadly considered all relevant facts and circumstances, including the NYSE's corporate governance listing standards and all relevant transactions and relationships between each director (and his or her immediate family and affiliates) and our company and management to determine whether any relationship might impair the director's ability to make independent judgments.

        Based on this review and consistent with the recommendation of our NC&G Committee, our Board affirmatively determined that the following eight current directors (all of our current non-management directors) are independent: George C. Guynn; John R. Holder; J. Reese Lanier; Dennis M. Love; Clarence H. Smith; Clyde C. Tuggle; Helen B. Weeks and E. Jenner Wood III.

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        In evaluating the independence of our directors, our Board and NC&G Committee gave particular consideration to the following relationships and transactions:

•

Mr. J. Reese Lanier beneficially owns or has the ability to direct the voting of approximately 2¹/2%1.5% of our outstanding common stock; Mr. Lanier was an employee of our company more than 45 years ago; Mr. Lanier is a first cousin of our Chairman and Chief Executive Officer, Mr. J. Hicks Lanier;Lanier, our Chairman of the Board and retired Chief Executive Officer; and Mr. Lanier's son had served as one of our executive officers until October 2007, which until October 2010 precluded our Board from determining that he was independent based upon a three year look-back period under the NYSE's corporate governance standards;2007;



•

Mr. Clyde C. Tuggle's employer The Coca-Cola Company is a vendor to our company, including providing products to our Tommy Bahama Group's restaurant division in the ordinary course of The Coca-Cola Company's business; and



•

As described later in this proxy statement under the heading "Certain Relationships and Related Transactions," Mr. E. Jenner Wood III's employer SunTrust Banks, Inc. (which, together with its subsidiaries, we refer to as "SunTrust") is one of our principal shareholders, with the ability to direct the voting or disposition of approximately 4¹/2%5% of our outstanding common stock; as described under the heading "Certain Relationships and Related Transactions," in the ordinary course of SunTrust's business, subsidiaries of SunTrust act as agent and lender and provide other services under a $175$235 million syndicated, revolving credit facility that we maintain, with aggregate payments to SunTrust of less than $500,0001% of our gross revenues during fiscal 2011;2012; and between December 2008 and January 2009, Mr. Wood concurrently served as an executive officer of SunTrust while our Chairman and Chiefthen-Chief Executive Officer Mr. J. Hicks Lanier served as a member of the compensation committee of SunTrust, which precluded our Board from determining that Mr. Wood was independent prior to January 2012 based upon a three year look-back period under the NYSE's corporate governance standards.SunTrust.

        Our Board determined that these payments and relationships were not material to a determination that the payments to The Coca-Cola Company, as a percentage of our company's and The Coca-Cola Company's consolidated gross revenues, and the payments to SunTrust, as a percentage of our company's and SunTrust's consolidated gross revenues, are immaterial. We further do not believe that our payments to The Coca-Cola Company and SunTrust impact the compensation paid to Mr. Tuggle and Mr. Wood, in their respective capacities as employees of those companies.applicable directors were independent. As a result and taking into consideration, among other things, the objectivity of Messrs. J. Reese Lanier, Tuggle and Wood at previous meetings of our Board, our Board determined that each is independent.

        In addition, our Board evaluated the independence of the director nominee, Mr. Gallagher, taking into consideration the fact that our retired Chief Executive Officer, Mr. J. Hicks Lanier, is an employeeserved on the board of directors of Genuine Parts Company, Mr. Gallagher's employer, until its April 2013 annual meeting; Mr. Lanier's role as Presiding Director and Chair of the Compensation, Nominating and Governance Committee of Genuine Parts Company through his recent retirement from that company's board of directors; and the membership on Genuine Parts Company's board of directors by two of our companyother directors, Mr. Guynn and Mr. Holder. Based on this assessment, our Board did not believe that these relationships would preclude Mr. Gallagher from being deemed independent if elected to our Board.

        Mr. J. Hicks Lanier served as our Chief Executive Officer until his retirement in December 2012 and, accordingly, is not independent. In addition, Mr. Chubb is an employee of our company and wouldtherefore not be independent if elected to our Board.independent.

Corporate Governance Guidelines; Conduct Policies

        Our Board has adopted Corporate Governance Guidelines that set forth certain guidelines for the operation of the Board and its committees. In accordance with its charter, our NC&G Committee periodically reviews and assesses the adequacy of our Corporate Governance Guidelines. As part of its March 2013 review of our Corporate Governance Guidelines, our NC&G Committee recommended, and our Board subsequently approved, certain revisions to our Corporate Governance Guidelines, including enhancements to our stock ownership and retention guidelines applicable to our directors and executive officers

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and the adoption of new guidelines relating to the pledging of our company's stock by our directors and executive officers, as further described below under "Executive Compensation—Compensation Discussion and Analysis." In addition, as provided under our Corporate Governance Guidelines, our Board annually conducts a self-evaluation. Our NC&G Committee oversees our Board's self-evaluation process. Our Board has the authority to engage its own advisors and consultants.

        Our Board has also adopted a Code of Conduct for all of our directors, officers and employees, as well as an ethical conduct policy that applies to our senior financial officers, including, among others, our chief executive officer and our chief financial officer and controller. To the extent permitted, we willWe intend to disclose on our Internet website at www.oxfordinc.com amendments to our Code of Conduct orand our ethical conduct policy for our senior financial officers (other than technical, administrative or other non-substantive amendments) and material waivers of (or failure to enforce) any provisions of these conduct policies (if applicable to any of our directors or executive officers). on our Internet website at www.oxfordinc.com.

Board Meetings and Committees of our Board of Directors

        During fiscal 2011,2012, our Board held fourfive meetings and committees of our Board held a total of fiveseven meetings. During fiscal 2011,2012, each of our directors attended 100% of the meetings of our Board and of all committees of which the director was a member during the period he or she was a director or committee member.

        Although we do not have a formal policy regardingrequiring attendance by directors at our annual meetings of shareholders, as stated in our Corporate Governance Guidelines, we encourage directors to attend our annual meetings of shareholders in person and,person. In order to facilitate attendance by our directors, we generally schedule our annual meetings of shareholders to coincide with the date of a quarterly meeting of our Board. AllNine of our current directors attended our 20112012 annual meeting of shareholders.

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        Our Board has a standing Executive Committee, Audit Committee and NC&G Committee. The following table identifies the members of each of these committees as of April 13, 201219, 2013 and the number of meetings held by each of these committees (and actions taken by written consent in lieu of meetings) during fiscal 2011.2012.

Executive Committee

        Our Executive Committee has the power to exercise the authority of the full Board in managing the business and affairs of our company, except that our Executive Committee does not have certain powers that are reserved to our full Board under Georgia law. In practice, our Executive Committee serves as a means for taking action requiring our Board's approval between its regularly scheduled meetings.

Audit Committee

        Our Audit Committee was established in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the "SEC") to assist our Board in fulfilling its responsibilities with respect to oversight of the following: (1) the integrity of our financial statements, reporting processes and systems of internal controls; (2) our compliance with applicable laws and regulations; (3) the qualifications and independence of our independent registered

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public accounting firm; and (4) the performance of our internal audit department and our independent registered public accounting firm.

        The principal duties and responsibilities of our Audit Committee are set forth in its charter. Pursuant to its charter, our Audit Committee has the express authority to retain, at our company's expense, any outside legal, accounting or other advisors that it deems necessary or helpful to the performance of its responsibilities. Our Audit Committee may exercise additional authority prescribed from time to time by our Board.

        Our Board annually evaluates the financial expertise and independence of the members of our Audit Committee. Following its review in March 2012,2013, our Board determined that each of Mr. George C. Guynn and Mr. John R. Holder is an "audit committee financial expert," as that term is defined by SEC rules and regulations, and all of the members of our Audit Committee are financially literate in accordance with the NYSE's governance listing standards and SEC rules and regulations.

Nominating, Compensation & Governance Committee (or NC&G Committee)

        The purpose of our NC&G Committee is to: (1) assist our Board in fulfilling its responsibilities with respect to the compensation of our executive officers; (2) recommend candidates for all directorships to be filled; (3) identify individuals qualified to serve as members of our Board; (4) review and recommend committee appointments; (5) take a leadership role in shaping our corporate governance; (6) develop and recommend to our Board for adoption our Corporate Governance Guidelines; (7) lead our Board in an annual review of its own performance; and (8) perform other functions that it deems necessary or appropriate. Our Board of Directors has determined that all members of our NC&G Committee are independent in accordance with the NYSE's corporate governance listing standards. Pursuant to its charter, our NC&G Committee has the express authority to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor, at our company's expense, provided, that it will retain such advisor only after taking into consideration relevant factors relating to the advisor's independence from our management.

        Our NC&G Committee also has the following responsibilities, among others, related to compensation matters: (1) administering our stock option and restricted stock plans; (2) administering our Executive Performance Incentive Plan; (3) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives and determining the compensation of our Chief Executive Officer based upon this evaluation; (4) reviewing and approving the compensation of our non-CEO executive officers; and (5) making recommendations to our Board regarding certain incentive compensation plans and equity-based plans. In addition, as part of its oversight of our overall compensation program, our NC&G Committee considers our compensation policies and procedures, including the incentives that they create and factors that may influence excessive risk taking.

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        For information about the role of executive officers and compensation consultants in determining compensation, see "Executive Compensation—Compensation Discussion and Analysis" below.

Meetings of Non-Employee Directors

        Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately in executive sessions. During fiscal 2011, Mr. Smith, inStarting with his capacityelection as our presiding independent director in June 2012, Mr. Wood chaired the meetings of our non-employee directors.

Board Leadership; Presiding Independent DirectorLeadership

        Our Board designatesis currently comprised of eight independent directors; one non-independent, non-management director (our retired Chief Executive Officer Mr. J. Hicks Lanier); and one management director (our current Chief Executive Officer Mr. Chubb). Until his retirement as our Chief Executive Officer in December 2012, Mr. J. Hicks Lanier served in the dual capacity of its members to serve as chair. We believeChief Executive Officer and Chairman of our Board. Based upon his insights into the day-to-day operations of our business and his long tenure on our Board and the continuity that at this time,his experience offered, we believed that our company and shareholders arewere best served by having a chair with a wide-ranging, in-depth knowledge of our business operations and the competitive landscapeMr. Lanier serve in which we operate.both capacities. Our Corporate Governance Guidelines expressly provide that our Board may appoint one individualshould make the decision as to who should serve inas its chair based on the dual capacityrelevant factors applicable at the time.

        In 2013, we separated the roles of Chief Executive Officer and chair of our Board but they do not require that the chair of our Board be one of our executive officers or employees.

(Mr. Lanier) and Chief Executive Officer (Mr. Chubb). We also have a presiding independent director (Mr. E. Jenner Wood III). In connection with Mr. J. Hicks Lanier,Lanier's retirement from his position as our Chief Executive Officer, currently servesconsistent with our Board's periodic review, our Board considered the factors relevant to establishing

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an effective leadership structure. Based upon these considerations, including enabling Mr. Lanier to effectively provide advice to, and independent oversight of, management, our Board believed that Mr. Lanier's continued service as the Chairman of our Board of Directors. We believe it is common practice among public companies in the United States to have the chief executive officer also chair its board of directors. In particular,was appropriate, while Mr. Chubb, in his capacity as our Chief Executive Officer, Mr. Lanier gains insights intofocuses on the day-to-daydaily operations of our business, including significantthe activities of our operating groups, operating results, short-our business objectives and long-term objectives of our various business units and economic trends andother factors impacting our business. These insights permit Mr. Lanier to help prepare agendas for Board meetings and lead discussions in a productive and efficient manner. Mr. Lanier's day-to-day operational oversight of our company also facilitates communication with our other directors and various committee members between regularly scheduled meetings of our Board when circumstances dictate.

        Our Board has also designated Mr. Clarence H. Smith as our presiding independent director.        In his capacity as the presiding independent director, Mr. SmithWood sets the agenda for, and chairs, executive sessions of our non-employee directors,directors; serves as a liaison between non-employeeindependent directors and our Chairman and our Chief Executive Officer; and serves as a liaison between our shareholders and our non-employeeindependent directors. As presiding independent director, Mr. Smith, who also serves as chair of our NC&G Committee,Wood is in regular contact with our Chairman and other members of senior management. These conversations permit Mr. Smith to facilitate productive discussions during executive sessions of our non-employee directors relating toChief Executive Officer about our operating results and activities, risks to our business succession planning and business prospects.

        Our Board regularly reviews the appropriateness of its leadership structure.        With an active, engaged presiding independent director, havinga non-management and long-tenured chair with vast experience in public company matters and the operations of our business, a supermajority of independent directors, holding regular meetings of our non-employee directors in executive session, having a succession plan for senior management overseen by our Board and having our Audit Committee and NC&G Committee (each of which reports to our full Board on a quarterly basis on significant committee activities) comprised solely of independent directors, our Board believes that its existingcurrent leadership structure is in the best interests of our organization and our shareholders.

Board's Role in Risk Oversight

        Our Board is ultimately charged with overseeing our business, including risks to our business, on behalf of our shareholders. In order to fulfill this responsibility, our Audit Committee, pursuant to its charter, reviews our policies with respect to our company's risk assessment and risk management. At our Audit Committee's direction and with its oversight, we conduct an enterprise risk management program (which we refer to as the "ERM program") on an ongoing basis. At each quarterly meeting of our Audit Committee, a significant portion of time is devoted to a management report to the committee on the status of the ERM program and/or particular risks faced by our company. Our Audit Committee actively engages management on potential strategies for reducing, eliminating or mitigating the risks to our organization. Our Audit Committee regularly reports to our Board on our ERM program. In addition to our ERM program, our Board examines specific business risks in its regular reviews of our operating groups and also on a company-wide basis as part of its regular strategic reviews.

        As part of its oversight of our overall compensation program, our NC&G Committee considers our compensation policies and procedures, including the incentives that they create and factors that may influence excessive risk taking. In particular, our compensation program provides for short-term cash incentive payments to individuals throughout our company based on satisfaction of pre-established performance targets. For employees within our various operating groups, these performance targets may be based on performance by the operating group, as a whole, or a specific business unit or business location within that operating group. Employees who are not assigned to a specific operating group typically receive cash incentives based on the satisfaction by our various operating groups of pre-established performance targets and our company as a whole of pre-established performance targets. Each cash incentive award for an individual employee within our organization is subject to a maximum amount payable to the individual. Our senior management and, with respect to our executive officers, our compensationNC&G committee, approvesapprove applicable performance targets based ontaking into consideration our detailed, internal budgets for upcoming fiscal periods. These members of senior management receive monthly financial reports and review and analyze deviations from the budgeted plans to assess whether, among other things, the deviations were the result of inappropriate risk taking. We have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on our company.

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Website Information

        We have posted our Corporate Governance Guidelines, our Code of Conduct, our ethical conduct policy for our senior financial officers, our Audit Committee charter and our NC&G Committee charter under the "Corporate Governance" link under the "Investor Relations" tab on our Internet website at www.oxfordinc.com.

Director Nomination Process

        In accordance with our corporate governance guidelines,Corporate Governance Guidelines, our NC&G Committee periodically reviews the skills and characteristics required of our directors in the context of the existing make-up of our Board. This assessment includes issues such as independence, expertise, age, skills such as understanding of our industry,diversity, general business knowledge and experience, financial literacy and expertise, availability and commitment, and other criteria that our NC&G Committee finds to be relevant.

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        Although we do not have a formal policyConsistent with respect to our NC&G Committee's consideration of diversity in identifying nominees for directors,Corporate Governance Guidelines, our NC&G Committee recognizes that a diversity of viewpoints and practical experiences can enhance our Board's effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating the diversity of potential director candidates to serve on our Board to not only consider the factors identified above but to give particular consideration to the diverse experiences and perspectives that a prospective candidate may bring to our Board. In order to accomplish its objectives, our NC&G Committee's evaluations of potential candidates generally involve a review of the candidate's background and credentials,credentials; interviews of a candidate by members of our Board,NC&G Committee and/or other members of our Board; and discussions among our NC&G Committee members, as well as other directors. Based on its evaluation in light of the foregoing factors, our NC&G Committee recommends candidates to our full Board which, in turn, selects candidates to be nominated for election by the shareholders or to be elected by our Board to fill a vacancy.

Director Compensation

Compensation Program for Fiscal 20112012

        During fiscal 2011,2012, our non-employee directors received compensation in accordance with the following program guidelines: (1) an annual stock retainer in the form of restricted stock (subject to a limited vesting period generally coinciding with one year of service on our Board) granted to each non-employee director with a grant date fair value of $30,000;$45,000; (2) an annual cash retainer of $30,000 payable in quarterly installments to each non-employee director; (3) an additional $10,000$12,500 annual cash retainer payable in quarterly installments to the chair of our Audit Committee; (4) an additional $7,500$10,000 annual cash retainer payable in quarterly installments to the chair of our NC&G Committee; and (5) a $1,250 meeting fee for each committee or board meeting attended.

        To further encourage our directors to enhance their ownership of our stock, our non-employee directors are given the option to elect to receive the $30,000 annual cash retainer in the form of a one-time restricted stock grant having a grant date fair value of $30,000, subject to a staggered vesting period.$30,000. Restricted shares granted for fiscal 20112012 in lieu of the cash retainer vest as follows: 75% of the shares vested on December 31, 2011;2012; and the remaining 25% of the shares vest on a date coinciding with the vesting date for the annual stock retainer (which is June 13, 2012)19, 2013). For fiscal 2011, Mr. Holder elected to receive his cash retainer in the form of restricted stock.

        Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. The number of shares of our restricted stock to be issued in respect of each non-employee director's annual stock retainer (and in respect of the annual cash retainer, if a director elected to receive that portion of his retainer in the form of stock) was based on the closing price of our common stock as reported on the NYSE as of the grant date for the restricted stock.

        Under our deferred compensation plan, our non-employee directors are eligible to defer receipt of up to 100% of their cash retainers and/or board and committee meeting fees. Non-employee directors are permitted to "invest" their deferred fees among a platform of investment options that are available to employees eligible to participate in the plan. Our deferred compensation plan is an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating directors with the long-term interests of our shareholders. Two of our non-employee directors elected to participate in our deferred compensation plan in calendar year 2011, as well as for calendar year 2012.

        Employee directors do not receive an annual retainer or meeting fees for their service on our Board.

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Director Compensation for Fiscal 20112012

        The table below summarizes the compensation for our non-employee directors for fiscal 2011.2012.

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EXECUTIVE OFFICERS

        All of our executive officers are elected by and serve at the discretion of our Board. The following table sets forth information about our executive officers as of May 1, 2012:April 19, 2013:

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        In addition, the following individuals served as executive officers of our company during a portion of fiscal 2012: Mr. J. Hicks Lanier served as our Chief Executive Officer until his retirement in December 2012; and Mr. Panayiotis P. Philippou served as CEO, Ben Sherman Group (one of our operating groups) until his departure from our company in November 2012.

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EXECUTIVE COMPENSATION

Introduction

        In this section of the proxy statement, we provide information about our executive compensation program specifically as it relates to our "named executive officers," or "NEOs."NEOs. This section consists of:information includes: (1) a Compensation Discussion and Analysis discussing, among other things, how and why our NC&G Committee (which we refer to in this section of the proxy statement as our "compensation committee") made its fiscal 20112012 compensation decisions for our NEOs; (2) the compensation tables required by the SEC's rules and regulations; and (3) a summary of certain limited arrangements with applicable NEOs that provide for payments upon defined change of control events or upon termination of employment.

        Based on the SEC's rules, we have determined that for fiscal 20112012 (which was the 52-week53-week period whichthat commenced on January 30, 201129, 2012 and ended on January 28, 2012)February 2, 2013), our NEOs are as follows: (1)Mr. Thomas C. Chubb III, our Chief Executive Officer and President; (2) Mr. J. Hicks Lanier, our Chairman and retired Chief Executive Officer (who is our principal executive officer); (2) Mr. Thomas C. Chubb III, our President;Officer; (3) Mr. K. Scott Grassmyer, our Senior Vice President—Finance, Chief Financial Officer and Controller (who is our principal financial officer);Controller; (4) Mr. Panayiotis P. PhilippouScott A. Beaumont, CEO, Ben ShermanLilly Pulitzer Group; (5) Mr. Thomas E. Campbell, our Senior Vice President—Law and (5)Administration, General Counsel and Secretary; (6) Mr. Terry R. Pillow, CEO, Tommy Bahama Group; and (7) Panayiotis P. Philippou, the former CEO, Ben Sherman Group.

        Because Mr. Beaumont and Mr. Campbell first became NEOs in fiscal 2012 and Mr. Philippou first became an NEO in fiscal 2011, in accordance with SEC rules and regulations, we have not included Mr. Philippou'stheir compensation information for fiscal 2009 and fiscal 2010.periods prior to when they became an NEO. In addition, compensation paid to Mr. Philippou iswas denominated in pounds sterling; in this proxy statement, except as otherwise indicated, for ease of reference (1) the compensation paid to Mr. Philippou during or in respect of fiscal 2012 has been restated to U.S. dollars based on an exchange rate of pounds sterling 1.00 = U.S. $1.60. This$1.59 and (2) the compensation paid to Mr. Philippou during or in respect of fiscal 2011 has been restated based on an exchange rate of pounds sterling 1.00 = U.S. $1.60. The exchange rates used to restate compensation paid to Mr. Philippou representsrepresent the average month-end exchange rate during the applicable fiscal 2011year that was used for fiscal 2011 financial reporting purposes.

Compensation Discussion and Analysis

Executive Summary

        We are a global apparel companycompany. Our core business strategy is to develop and market compelling lifestyle brands that designs, sources, marketsevoke a strong, emotional response from our target consumers. Our goal is to build consumer loyalty and distributessustainably grow the earnings power of our company. Consistent with our strategy, we design, source, market and distribute products bearingthat bear the trademarks of our company-owned lifestyle brands, including Tommy Bahama®, Lilly Pulitzer® and Ben Sherman®, as well as. We distribute our branded products through direct-to-consumer channels, which include our own retail stores and e-commerce sites, and through wholesale distribution channels, which include better department stores and specialty stores. To a lesser extent, we also design, source, market and distribute certain licensed and private label apparel products. Originally foundedproducts bearing brands owned by others.

        Overall, we were pleased with our performance during fiscal 2012 and believe that the compensation and other actions affecting our NEOs were in 1942,keeping with our performance. Notably:

•

We grew consolidated net sales to $855.5 million in fiscal 2012—up 13% from the prior year—on the strength of strong performances in our Tommy Bahama and Lilly Pulitzer operating groups;



•

Our GAAP earnings per share increased in fiscal 2012 to $1.89, up from $1.77 in the prior year, even while we have undergonemade substantial investments in our key Tommy Bahama and Lilly Pulitzer lifestyle brands and weathered worse-than-expected difficulties at Ben Sherman;



•

Tommy Bahama exceeded the $500 million mark in sales for the first time, ending the year having generated $528.6 million—a 17% increase over the prior year; rolled out a significant transformationinternational expansion effort during fiscal 2012 and, at year end, operated eight stores in more recent years as we migrated from the Asia-Pacific region; and opened its 100^th U.S. store during fiscal 2012 and by year-end was operating 105 locations domestically;



•

Lilly Pulitzer—our historical domesticfastest growing operating group over the past two years—grew sales to $122.6 million in fiscal 2012 and posted its second consecutive year of 30% sales growth; and



•

Our Lanier Clothes operating group, which designs and markets branded and private label manufacturing roots totailored clothing under a company focusedvariety of labels at a wide range of price points, achieved a solid operating margin of just over 10% on owning, managing, designing, sourcing, marketing and

sales of $107.3 million.

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distributing apparel products bearing prominent trademarks owned by us. Our current business strategy is to develop and market compelling lifestyle brands and products that are "fashion right" and evoke a strong emotional response from        Unlike our target consumers.

        Notable recent strategic developments includeother three operating groups, our acquisition in December 2010 of Sugartown Worldwide, Inc. and its Lilly Pulitzer operations and our sale in January 2011 of substantially all of the assets and operations of our former Oxford ApparelBen Sherman Group which produced a mix of private label and branded sportswear.

        Although our businesses continued to be challenged during fiscal 2010 and fiscal 2011 as a result of high levels of unemployment, depressed consumer retail traffic, a promotional retail environment and economic uncertainty that plagued the global economy during these periods, we believe that we successfully weathered these conditions and that our businesses have significant opportunities for long-term growth in the future. Notably:

•

we had year-over-year increases in net sales from continuing operations of 3.2% and 25.7%performed poorly in fiscal 2010 and fiscal 2011, respectively, with fiscal 2011 sales, in particular, benefiting from our December 2010 acquisition of Sugartown;



•

we reduced our long-term debt from $147.12012. Sales fell 10% to $81.9 million, at the end of fiscal 2010while operating losses increased to $103.4 million at the end of fiscal 2011 through the selective repurchase of outstanding 11³/8% senior secured notes utilizing cash on hand; and



•

our stock price increased from $17.84 per share at the end of fiscal 2009 to $23.86 per share at the end of fiscal 2010 to $49.24 per share at the end of fiscal 2011 (a cumulative increase of 276%).

Summary of Significant Compensation Actions for Fiscal 2011.2012.

        Entering the year, we anticipated fiscal 2011, we recognized that2012 would be a year of significant investment in the long-term growth of our company faced many challenges, including the uncertain economic environment and pricing pressures on raw materials, fuel, transportationkey lifestyle brands. This included capital and other costs necessary for the production and sourcingexpenditures related to (1) development of our products. Taking into considerationTommy Bahama Group's international infrastructure and the opening of retail Tommy Bahama locations in Asia, (2) Tommy Bahama's opening of a retail store and restaurant in New York City as well as other domestic retail store openings, (3) new retail store openings by our belief that we were well positionedLilly Pulitzer Group, and (4) a general increase in SG&A to capitalize onsupport our businesses despite these challenges,growing Tommy Bahama and Lilly Pulitzer brands. In making compensation decisions, our compensation committee took certain actionswas mindful of the expense our company was incurring in fiscal 2012 in connection with respect to executivethese investments. Significant compensation foractivities during fiscal 2011 that reflected that conservative optimism, including2012 included the following:

•

in February 2011, our compensation committee engaged an outside compensation consultant to review the compensation paid to our executive officers in order to facilitate the development of a performance-based equity incentive compensation program for future periods;



•

inIn March 2011,2012, our compensation committee, at the request of our Chairman and Chief Executive Officer,then-CEO Mr. J. Hicks Lanier, approved no change indecided not to increase Mr. Lanier's annual base salary of $500,000, which was recognized as being well below the base salary levels paid to similarly situated chief executives; this followed Mr. Lanier's request in 2009 that his annual base salary be reduced by 40% (from $832,000 to $500,000) in recognition of the challenging business conditions at that time;



•

inIn March 2011,2012, our compensation committee limitedapproved increases in base salaries for our other NEOs to instances where it found a gap in the base salary paid to an executive officer relative to similar positions identified using industry and general market data;salaries of certain of our NEOs where it believed that performance (and in the case of Mr. Beaumont, the terms of his employment agreement) warranted the increase;



•

inIn March 2011,2012, our compensation committee approved for fiscal 20112012 an annual cash incentive program under our Executive Performance Incentive Plan (which we refer to as the "EPIP") for our NEOs, with performance goals based exclusively on the financial performance of our company or the applicable operating group;



•

inIn March 2011, our Board enhanced the retention guideline, or holding period, applicable to our executive officers, including our NEOs, under our Corporate Governance Guidelines from six months to nine months for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds necessary to pay the exercise price of stock options and for payment of applicable taxes); and



•

in light of the size of equity awards to certain of our NEOs in recent fiscal years, and in recognition of our compensation committee's engagement of a compensation consultant to review the compensation paid to our executive officers and facilitate the development of a performance-based equity incentive compensation program for future periods, for fiscal 2011 our compensation committee approved equity awards to only one NEO who had previously not been awarded any equity compensation.

        Key Actions for Fiscal 2012.    We anticipate that fiscal 2012 (which is the 53-week period which commenced on January 29, 2012 and will end on February 2, 2013) will be a year in which we make certain investments in the long-term growth of our key lifestyle brands. This includes capital and other expenditures in anticipation of our Tommy Bahama Group's opening of a retail store and restaurant in New York City, as well as other domestic retail store openings, our development of our Tommy Bahama Group's international infrastructure and the related opening of retail locations in Asia, and new retail store openings by our Lilly Pulitzer Group. In making compensation decisions for fiscal 2012, our compensation committee took into consideration these fiscal 2012 investments in our long-term prospects. For fiscal 2012, our compensation committeealso approved the following: (1) modest increases in the base salary of only three of our NEOs; (2) an annual cash incentive program under our EPIP with performance goals based on the performance of our company or the applicable operating group, generally consistent with the target amounts approved for our NEOs in fiscal 2011; and (3) performance-based equity compensation awards for certain of our NEOs that arewere to be earned based solely on our company's financial performance during fiscal 2012 and include additionalfurther subject to a three-year, service-based vesting requirements,requirement;

        Key Actions for Fiscal 2013.    In making compensation decisions for fiscal 2013, our compensation committee took into consideration, among other things, Mr. Chubb's promotion to CEO, the increased responsibilities taken on by certain other NEOs, retention and succession planning, the company's investment plans and financial projections for fiscal 2013 (which is the 52-week period that commenced on February 3, 2013 and ends on February 1, 2014), as well as our compensation peer group, compensation market research, and best practices in compensation programs. In addition to approving a cash incentive program for all of our NEOs under the EPIP, similar to the program approved for fiscal 2012, significant compensation decisions that have been approved by our compensation committee.committee in respect of fiscal 2013 included the following:

•

Our compensation committee approved a performance-based equity compensation program, and related awards for certain of our NEOs, similar to the equity compensation program in place for fiscal 2012 (which includes a one-year performance period in respect of fiscal 2013 and an additional three-year service-based vesting period), utilizing earnings per share as a performance measure; and

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In early fiscal 2013, our compensation committee approved a special cash incentive compensation opportunity for Mr. Beaumont under our EPIP based on Lilly Pulitzer's cumulative profit before tax ("PBT") performance over a three-year performance period comprising fiscal years 2013, 2014 and 2015; at the end of the three-year performance period, Mr. Beaumont would be entitled to a one-time payout of $1 million at target PBT performance over the three-year period (with a prorated award between threshold and target performance and an increased award for exceeding target performance), with a target PBT goal which we consider to be robust.

Consideration of Last Year's Advisory Shareholder VotesVote on ExecutiveNEO Compensation Matters

        At our 20112012 annual meeting of shareholders, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we held an advisory votesvote seeking shareholder approval of a "say-on-pay" proposal approving our named executive officerNEO compensation program and seeking shareholder input on the frequency with which we should submit say-on-pay proposals for shareholder approval.

program. At the 20112012 annual meeting, more than 85% of the votes cast by our shareholders indicated a preference for our submission of a say-on-pay proposal annually, which was consistent with our Board's recommendation. Accordingly, our Board determined to present a say-on-pay proposal for shareholder consideration annually.

        In addition, at the 2011 annual meeting, more than 98%approximately 97% of the votes cast on our say-on-pay proposal were cast in support of our named executive officerNEO compensation program, as described in our 20112012 proxy statement. Our Board and compensation committee appreciate and value the views of our shareholders and, in taking into consideration this advisory vote on executive compensation, concluded that shareholders support our compensation practices with respect to our executive officers. In light of the strong shareholder support on last year's say-on-pay proposal, our Board and compensation committee did not make any specificsignificant changes to our NEO compensation program for fiscal 2012, other than the implementation of a performance-based equity compensation program for fiscal 2012 that was disclosed in our 2011 proxy statement as a possible consideration in future periods and which we believe further reinforces the link between pay and performance.2013.

Compensation Philosophy and Objectives

        Our executive compensation programs are designed to:

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maintain a strong link between pay and performance for compensation paid to our executive officers;



•

align our executive officers' interests with those of our shareholders by creating a strong focus on stock ownership; and



•

ensure that we are able to attract and retain talented individuals who can deliver excellent business performance.

        Consistent with these objectives, our NEO compensation practices incorporate the following in consideration of the long-term best interests of our shareholders:

•

we tie a significantmeaningful percentage of each NEO's potential cash and total compensation opportunities to performance of our company and/or our operating groups;



•

our NEOs generally do not have employment contracts other than Mr. Philippou, who is(except in limited circumstances, such as based on local custom or in the U.K. wherecontext of an acquisition, dictating that a written employment contracts are customary for executive-level positions;contract is appropriate);



•

other than as set forth in Mr. Philippou's employment contract that was entered into in connection with his initial employment with our company, we do not have specifiedgeneral severance arrangements with our other NEOs;NEOs (although Mr. Philippou's previous employment contract provided for severance in certain situations, and Mr. Beaumont has an employment contract providing for severance in certain situations);



•

we do not provide our NEOs with tax gross-ups;



•

our fiscal 2012 and fiscal 2013 performance-based equity compensation awards are subject to a "double-trigger" acceleration of vesting (i.e., a change of control of our company and a termination of employment by the individual with good reason or by us or our acquirer without cause);



•

our fiscal 2012 and fiscal 2013 performance-based equity compensation awards are subject to a clawback provision in the event of certain material restatements of our financial statements;



•

we willdo not pay dividends or dividend equivalents on the fiscal 2012 performance-based equity compensation awards during the fiscal 2012applicable performance period;



•

we do not reprice underwater stock options, and repricing of options is prohibited under our Long-Term Stock Incentive Plan (which we refer to as the "LTIP") absent shareholder approval;



•

we maintain (and recently enhanced) stock ownership guidelines for our executive officers, which our Chief Executive Officer, and all but one of our othercontinuing NEOs, currently exceeds;



•

we have a retention guideline, or holding period, on exercised stock options and vested restricted stock that applies to our executive officers, including our NEOs;



•

we have an anti-hedging policy prohibiting our directors and executive officers from hedging the economic risk of ownership of our company's stock;

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our Board recently approved a formal anti-pledging restriction applicable to our directors and executive officers that is set forth in our Corporate Governance Guidelines; and



•

we generally provide only modest perquisities,perquisites, namely complimentary or discounted availability of our products, that serve the best interests of our business and are common practice in our industry.

Compensation Decision Process

        Compensation Committee; Compensation Consultants.    Pursuant to its charter, our compensation committee has the exclusive authority, with our company's funding, to retain or obtain the advice of a compensation consultant to assist in the evaluation of, among other things, chief executive officer and non-CEO executive officer compensation. Ourcompensation, provided, that it will retain such an advisor only after taking into consideration relevant factors relating to the advisor's independence from our management.

        In February 2012, our compensation committee hascompleted a project which comprehensively reviewed the sole discretion with respectcompensation paid to our executive officers. The first phase of the retentionproject, which started in fiscal 2011, focused on benchmarking total compensation for the company's executive officers. The second phase of the project included updating the company's compensation peer group, conducting compensation market research, benchmarking best practices in compensation programs, and fees payabledeveloping a new performance-based long-term incentive program. The compensation committee relied in part on work done by compensation consulting firm James F. Reda & Associates, or "Reda," which was engaged by the compensation committee in fiscal 2011 to provide program design, benchmarking and technical assistance, as well as work done by our Senior Vice President—Human Resources and other members of management.

        The overall project provided a framework for compensation decisions in fiscal 2011 and fiscal 2012, and the information provided by Reda was utilized in developing the performance-based equity compensation programs approved by our compensation committee in fiscal 2012 and fiscal 2013. Neither Reda nor any suchother compensation consultant it retains.provided services during fiscal 2012.

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        In February 2011, our compensation committee engaged James F. Reda & Associates, LLC to conduct a comprehensive review of the compensation paid to our executive officers, including a more concentrated identification of peer companies with whom we compete for executive talent, a categorization of our executive officers by position to identify appropriate market survey comparisons, and an assessment of the amount and allocation of total compensation opportunities for our executive officers. In addition, our compensation committee engaged James F. Reda & Associates, LLC to assist in developing a performance-based equity incentive compensation program. The review of compensation paid to our NEOs, including market survey data provided by James F. Reda & Associates, LLC, was utilized by our compensation committee in evaluating and approving executive compensation decisions for fiscal 2011, and the information provided by James F. Reda & Associates, LLC was utilized in developing the fiscal 2012 performance-based equity compensation program approved by our compensation committee in March 2012.

        Key Participant Roles.    The following table summarizes the significant roles of the various key participants in the decision-making process with respect to NEO compensation, in particular for fiscal 20112012 and fiscal 2012:2013:

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        Market Data.    We utilize market surveys to obtain a general understanding of compensation practices and trends, and in evaluating market comparisons of compensation paid to our NEOs, when making compensation recommendations and decisions for our NEOs. For fiscal 20112012 compensation reviews, we utilized the applicable Kenexa Apparel and Footwear and Specialty Retail Industry Surveys; Mercer's Apparel and Retail Industry Surveys; Equilar's Top 25 Survey; and Towers Watson's General Industry Survey Reports on Executive Compensation.

        In addition, our compensation committee reviews compensation data obtained from publicly available sources from comparator companies in order to do a "market check" to ensure that the compensation paid to our NEOs does not significantly deviate from the compensation paid to executive officers at those comparator companies. For fiscal 2011,2012, for purposes of conducting its market check, our compensation committee reviewed compensation data from the following companies:

Elements of Executive Officer Compensation

        Total compensation for our NEOs in recent years has traditionally consisted of the following components:

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        In addition, Mr. Philippou, who was based in the U.K., was eligible during his tenure to participate in certain compensation programs and opportunities established for executives and other employees in our Ben Sherman Group, including a long-term cash retention plan.

        Target Compensation Levels / Mix.    Prior to fiscal 2009 in approving the compensation for our Chief Executive Officer,(when Mr. Lanier requested that his base salary as CEO be reduced), our compensation committee targeted total cash compensation for Mr. Lanier at the median of the total cash compensation paid to similarly situated chief executives identified in the available market surveys. For our other executive officers other than Mr. Lanier, in recent years we have historically targeted total cash compensation (base salary and cash incentive awards) betweenat the median and 75^th percentile of total cash compensation relative to similar positions identified using industry and general market data. While we target total cash compensation betweenat the median and 75^th percentile for these other executive officers, in establishing specific base salary amounts and cash incentive award target amounts payable to any individual executive officer, our compensation committee takes into consideration other factors, such as the specific individual's prior performance and accomplishment of significant business strategies, an individual's prior employment experience and compensation history, other factors related to the scope or unique nature of the incumbent's job responsibilities, retention considerations, and geographic distinctions.

        In approving the amount of long-term equity compensation paid to our executive officers, our compensation committee reviews market data to understand trends and general compensation practices (for example, typical vesting periods and/or types and values of equity grants). In approving our fiscal 2012 performance-based equity compensation program, which is described under"—Long-Term Equity Incentive Compensation—LTIP Awards for Fiscal 2012"2012," below, our compensation committee also took into consideration market survey data on equity compensation ranges and recommendations made by the compensation consultant engaged by our compensation committee.

        Our compensation committee reviews all components of the compensation payable to our executive officers, including base salaries, cash incentive awards, and long-term equity incentive compensation. In approving the total compensation paid to our NEOs, our compensation committee does not expressly allocate a specified percentage of total compensation to base salary, short-term incentive compensation and/or long-term equity compensation. However, our compensation committee considers the total cash compensation that would become payable to that officer in comparison to the total cash compensation ranges available to similarly situated executives at comparator companies and based on market surveys.

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        Cash        Compensation Mix.    Our compensation committee generally increases target incentive award levels for an executive officer as such officer's responsibilities within our organization increase, thereby more heavily weighting the variable elements of cash compensation for our most senior executive officers who are more likely to have a strong and direct impact in achieving strategic and

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financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by subjecting a meaningful proportion of each of our NEOs' total cash compensation to the achievement of company and/or operating group performance that represents meaningful value to our company.

Base Salary

        Our compensation committee utilizes base salaries to provide a fixed amount of compensation to our NEOs for the performance of their duties. Base salaries of our NEOs are reviewed on an annual basis. Our compensation committee determines the salary of our Chief Executive Officer and reviews and approves (with or without modification) our Chief Executive Officer's recommended salaries of all of our other executive officers.

Base Salaries for Fiscal 20112012

        Chief Executive Officer's Review and Base Salary.    In March 2011,2012, our compensation committee evaluated Mr. Lanier's performance during fiscal 2010, particularly our company's progress in strategically repositioning away from private label businesses to becoming an owner of strong lifestyle brands.2011. As part of its review, our compensation committee notedconsidered the following significantcompany's performance and achievements by our company during fiscal 2010 that were attributable to Mr. Lanier's leadership:2011, including:

•

our acquisition of Sugartown Worldwide, Inc.,On a consolidated basis in fiscal 2011, net sales rose to $758.9 million, up 26% from the owner of Lilly Pulitzer®, for a closing date purchase price of $60 million;prior year, and operating income rose to $68.8 million, up 69% from the prior year.



•

our disposition of substantially all of our Oxford Apparel Group for $121.7 million;The company's stock price more than doubled during fiscal 2011.



•

strong top and bottom line performance by ourThe company's largest business unit, Tommy Bahama Group, which had year-over-year increases of approximately 10% and more than 34% incontinued to perform well, with net sales rising to $452.2 million, up 13% from fiscal 2010, and operating income respectively;increasing to $64.2 million, up 26% from the prior year. In addition, much planning was done in fiscal 2011 in preparation for Tommy Bahama's international expansion effort, including team building, product development, distribution and logistics planning, legal and tax planning, and development of marketing strategies.



•

a year-over-year increaseOur newest business unit, Lilly Pulitzer Group, was integrated into the company and performed very well during its first full year as part of 15.5% inour company, with fiscal 2011 net sales of $94.5 million and operating income by our Lanier Clothes Group, which had an operating margin of 13.8% during fiscal 2010;$14.3 million.



•

a modest operating profit, on an adjusted basis, by our Ben Sherman GroupAt Lanier Clothes during fiscal 2010, which was significant improvement over2011, we successfully planned and navigated a leadership change, appointing a new president for Lanier Clothes when its former president retired, and the prior year, as our Ben Sherman Groupbusiness continued its strategic repositioning;to perform well.



•

significant improvementAlthough the company performed well overall, the company's Ben Sherman Group did not perform well during fiscal 2011, even taking into account the challenging retail environment Ben Sherman faced in our company's earnings per share, even without giving effect to the gain we recognized on the disposition of substantially all of our Oxford Apparel Group; and



•

our company's strong liquidity position at the end of fiscal 2010, with more than $40 million in cash.U.K.

        In light of the company's overall success under Mr. Lanier's accomplishmentsleadership during fiscal 2010,2011, our compensation committee believed it would be appropriate to reinstate Mr. Lanier's base salary at a level commensurate with chief executives at comparator companies. Our compensation committee noted that the median base salary for chief executives, as reflected by relevant market survey data, was $899,000$869,000 per year and that our Chief Executive Officer's salary was at or around the lower end of base salaries paid to chief executives at the comparator companies. However, based on Mr. Lanier's request that his base salary not be increased, our compensation committee approved no change in Mr. Lanier's annual base salary of $500,000 for fiscal 2011.2012.

        Base Salaries for our Other NEOs.    In recommending the base salaries of each of our other NEOs for fiscal 2012, Mr. Lanier evaluated the compensation paid to such officers in the context of the individual's job level, the salary range reflected in applicable survey data, the individual's responsibility within the organization as a whole and the individual's personal performance and contributions during fiscal 2010. In making recommendations with respect to the base salary of our other NEOs for fiscal 2011, Mr. Lanier noted that each of the other NEOs significantly contributed to our company's successes during fiscal 2010.2011.

        In particular, Mr. Lanier noted, among other things, Mr. Chubb's additionalsignificant leadership responsibilities for the company, including his oversight responsibilities with respect to certain of our operating groups, includingLanier Clothes Group, our Lilly Pulitzer Group, and our Ben Sherman Group, as well as his significant contributions toleadership responsibilities for our successful completioncorporate services organization. Mr. Lanier also noted applicable survey data indicating Mr. Chubb's annual base salary of our acquisition$550,000 was below the calculated market median of Sugartown and our sale$608,000 for his position.

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        With respect to Mr. Grassmyer, Mr. Lanier identifiednoted (with input from Mr. Chubb) Mr. Grassmyer's tireless efforts towards consummation ofleadership and contributions as the two significant transactions completed in fiscal 2010company's principal financial officer and his expected assumption of greater responsibilities during fiscal 2011.

        With respect to Mr. Philippou, Mr. Lanier noted the significant strides our Ben Sherman Group had made during fiscal 2010 in its strategic repositioning, particularly in light of tremendous economic challenges in the U.K. and Europe, and that our Ben Sherman Group had managed to exceed our internal plans for the operating group with respect to operating results for fiscal 2010.

        Mr. Pillow'sBeaumont's annual base salary was established in connection with his initialpursuant to an employment with our companyagreement at the time of the company's acquisition of the Lilly Pulitzer business during fiscal 2008.2010. Pursuant to his employment agreement, Mr. Beaumont's annual base salary increased from $400,000 to $450,000 in January 2012.

        With respect to Mr. Campbell, Mr. Lanier noted (with input from Mr. Chubb) Mr. Campbell's leadership and contributions as the company's general counsel and secretary and his assumption of greater responsibilities during fiscal 2011 with respect to oversight of certain administrative functions within the corporate services organization.

        In making a recommendation to our compensation committee with respect to Mr. Pillow's base salary for fiscal 2011,2012, Mr. Lanier noted the tremendous success of our Tommy Bahama Group during fiscal 2011, particularly in light of the challenging domestic retail environmentenvironment.

        With respect to Mr. Philippou, Mr. Lanier noted the disappointing financial results at Ben Sherman Group and Mr. Pillow's successful transition into our organization.the work that remained to be done there.

        Following a review of the relevant market data with respect to each of these other NEOs and following consultation with our other NEOs, our Chief Executive OfficerMr. Lanier recommended, and our compensation committee approved, only modest increaseseffective April 1, 2012, an increase in thebase salary payable to Mr. Chubb of 9.1% to $600,000; an increase in base salary payable to Mr. Pillow of 6.7% to $800,000; an increase in base salary payable to Mr. Grassmyer (a 3.7%of 3.5% to $292,500; and an increase base salary payable to $282,500) andMr. Campbell of 3.5% to $292,500. Mr. Lanier recommended that, since Mr. Beaumont's base salary had increased by $50,000 in January 2012 pursuant to the terms of his employment agreement, no further action was necessary at the time with respect to his base salary for fiscal 2012. With respect to Mr. Philippou, (a 3.1%Mr. Lanier recommended no salary increase.

        Mr. Chubb's Promotion.    Mr. Chubb became our Chief Executive Officer effective on January 1, 2013. In December 2012, our compensation committee reviewed market data regarding CEO compensation at peer group companies and at other companies in the retail/apparel industry and general industry. The committee also considered Mr. Chubb's salary history, his job performance and experience, input from Mr. Lanier, and other factors, including the current compensation for other executive officers at our company. Based on this review, including the committee's consideration that the market median base salary for chief executives in similarly situated positions exceeded $900,000, as reflected by relevant market survey data, our compensation committee decided to increase Mr. Chubb's annual base salary to £247,500), which became$725,000, effective AprilJanuary 1, 2011.

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Short-Term Incentive Compensation

        Our compensation committee utilizes cash incentive awards under the EPIP to provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance.

        Fiscal 20112012 Incentives.    For fiscal 2011,2012, our compensation committee approved an annual cash incentive program for our NEOs.NEOs (with the exception of Mr. Beaumont, the terms of whose employment are governed by his employment agreement). The cash incentive program approved by our compensation committee set target awards and performance goals based exclusively on the performance of our company or applicable operating group during fiscal 2011.2012. The committee believed that closely linking the cash incentive award to the objective performance of our company and its operating groups was consistent with its goal to motivate our NEOs to achieve and exceed company specific goals that contribute to the inherent value of our organization. Our compensation committee retained "downward discretion" to reduce (but not to increase) the total cash incentive awards payable to any of our NEOs.

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        Consistent with thisthe objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2011,2012, as follows:

        Consistent with its pay for performance objective to more closely tieFor each NEO, the totalfiscal 2012 annual cash compensation opportunity for our most senior executive officers toincentive program provided the performance of our company and to increase the rewards for their contributions to our organization as individual executive responsibilities increase, the target and maximum award levels for Mr. Chubb and Mr. Grassmyer for fiscal 2011 represented increases (as asame percentage of base salary) from the award opportunities for them for fiscal 2010. For Mr. Chubb, the awardsalary opportunity was increased from 55.0% and 82.5% of his base salary at target and at maximum, respectively, for fiscal 2010 to 60.0% and 90.0% of his base salary at target and maximum respectively, foras was provided to such individual in the fiscal 2011 as noted in the table above. For Mr. Grassmyer, the award opportunity was increased from 45.0% and 67.5% of his base salary at target and at maximum, respectively, for fiscal 2010 to 50.0% and 75.0% of his base salary at target and maximum, respectively, for fiscal 2011, as noted in the table above.annual cash incentive program.

        For cash incentive awards that could become payable to Mr. Chubb, Mr. Lanier, Mr. Chubb andGrassmyer and/or Mr. Grassmyer,Campbell, our compensation committee approved individual performance measures based on return on net assets, as adjusted for specifically identified non-recurring or unusual items (RONA), and profit before taxes, as adjusted for specifically identified non-recurring or unusual items (PBT), of our company and/or each of our operating groups. The total incentive award for each of these individuals was comprised of distinct performance measure components tied to each of our operating groups and/or our company as a whole. RONA and PBT areis a performance measuresmeasure which we believe drivedrives shareholder value by focusing management on the profitability of our company and/or operating groups, taking into consideration the cost of the capital being deployed.

        For cash incentive awards that could become payable to Mr. Philippou,Pillow, the incentive award was based entirely on our Ben ShermanTommy Bahama Group's satisfaction of applicable PBT targets. For cash incentive awards that could become payable to Mr. Pillow,Philippou, the incentive award was based entirely on Tommy Bahamaour Ben Sherman Group's satisfaction of applicable PBT targets. For each of these individuals, no incentive would be payable under the EPIP unless the applicable threshold performance measure for the applicable operating group was satisfied.

        In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2011,2012, our compensation committee took into consideration our budgeted plans for the fiscal year. Consistent with the performance goals established by our compensation committee, in determining satisfaction of performance goals for fiscal 2012, PBT was adjusted to exclude certain non-recurring or unusual items, including the effect of LIFO and purchase accounting charges, the impact of our fiscal 2012 debt refinancing activities and the results and expenses relating to our Tommy Bahama expansion of direct-to-consumer and wholesale operations outside of North America. For purposes of the cash incentive award for Mr. Chubb, Mr. Lanier, Mr. ChubbGrassmyer and Mr. Grassmyer,Campbell, the table below sets forth the applicable performance measure and proportion of the individual's total bonus opportunity allocated to each of our operating groups and our company as a whole; the threshold, target and maximum performance targets established by our compensation committee for each of our operating groups and our company as a whole; the actual performance of each of our operating groups and our company as a whole during fiscal 2011;2012; and the determination of the total bonus award (expressed as a percentage of each individual's target bonus opportunity) earned by each of these executive officers:

        Accordingly, each of Mr. Chubb, Mr. Lanier, Mr. Grassmyer and Mr. Campbell earned 110.4% of his target bonus opportunity. Mr. Chubb's award was 66.6% (or 60.0% * 1.110) of his base salary in effect as of April 2012 (or $397,440 in total); Mr. Grassmyer's cash incentive award for fiscal 2012 was 55.5% (or 50.0% * 1.110) of his base salary (or $161,460 in

        Our Ben Sherman Group also has a private medical In addition, pursuant to the terms of Mr. Beaumont's employment agreement, we agreed to pay on Mr. Beaumont's behalf 100% of the health, dental, life and long-term disability insurance plan that is limited to management staffpremiums for Mr. Beaumont and certain other executives of our Ben Sherman Group, which Mr. Philippou participated in during fiscal 2011. The medical plan is a "top-up" plan that provides access to private healthcare facilities for certain illnesses and surgical procedures.his dependents.

        Company contributions for each NEO during fiscal 20112012 under our executive medical insurance plans are included in the table below under"—Compensation Tables—Summary Compensation Table for Fiscal 2011.2012."

        Income Protection Scheme.    Our Ben Sherman Group has an income protection scheme insured by a third party that is available to individuals participating in the GPP. The income protection scheme provides eligible employees with a benefit of 100% of the employee's base salary in the event of long-term illness or disability which results in incapacity for work. Payment under this scheme is limited to four weeks' full compensation in any twelve month period for individuals with less than five years' service, which would apply to Mr. Philippou. Mr. Philippou is a participant in this health insurance scheme. Company contributions to Mr. Philippou during fiscal 2011 under this health insurance scheme are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2011."

        Car Allowance.    Consistent with the terms set forth in Mr. Philippou's employment contract, Mr. Philippou is entitled to a car allowance of £10,000 per annum, which he receives as cash compensation in monthly installments in respect of the use of his own personal vehicle.

        Other Benefits.    In addition to some of the other compensation policies discussed above, our NEOs are generally eligible to participate in and receive the same health, life insurance and disability benefits available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries and/or based on residency requirements.

        Non-U.S. Employees.    Because Mr. Philippou, is a resident ofwho was based in the United Kingdom, heU.K., was ineligibleeligible during his tenure to participate in any of the benefit plans described above that werecertain distinct compensation programs and opportunities established for executives and other employees in our Ben Sherman Group, including a long-term cash retention plan, a personal pension scheme, a private medical insurance plan and an income protection scheme, as well as certain other health, life insurance and disability benefits available to our U.K. employees based in the United States.generally, and to receive a car allowance.

        Merchandise Discounts.    From time to time, our NEOs receive discounts on merchandise purchased directly from our distribution centers or inthrough our retail stores,direct to consumer channels, as well as complimentary meals at our Tommy Bahama restaurants. Certain of these discounts and benefits are offered to other designated employees from time to time. We offer these discounts and benefits because they represent common practice in our industry.

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Written Arrangements

        Subject to the effect of local labor laws, all of our employees, including our executive officers, are terminable at our discretion. From time to time, we have entered into written employment arrangements with certain of our employees, including certain of our executive officers. In addition, we have from time to time implemented discretionary separation programs that have provided for separation payments to departing employees.

        Mr. Lanier's Retirement Agreement.    In December 2012, our compensation committee considered the appropriateness of providing certain benefits to Mr. Lanier in connection with his retirement as our Chief Executive Officer. The committee ultimately approved the terms of a retirement agreement pursuant to which, following his retirement as our Chief Executive Officer, (1) Mr. Lanier would receive coverage for himself and his spouse under our existing executive medical plan through the end of Mr. Lanier's current term as a director, (2) Mr. Lanier would receive office space, parking and secretarial support for a certain period of time, and (3) Mr. Lanier would receive discounts on our company products on the same or substantially similar terms as those generally made available from time-to-time to our corporate officers.

        Mr. Beaumont's Employment Contract.    In connection with our acquisition of the Lilly Pulitzer brand and operations in December 2010, we entered into an employment agreement with Mr. Beaumont pursuant to which he serves as CEO, Lilly Pulitzer Group. The term of the agreement commenced on December 21, 2010 and, subject to earlier termination of Mr. Beaumont's employment pursuant to the agreement, continues through January 31, 2015.

        Pursuant to his employment agreement, Mr. Beaumont is entitled to receive an annualized base salary of $450,000 starting January 1, 2012 and continuing through the end of the term and, in our company's discretion, to receive cash and/or equity bonus compensation following the first anniversary of his initial employment. In addition, pursuant to Mr. Beaumont's employment agreement, Mr. Beaumont is entitled to participate in the health, hospitalization, major medical, dental, life and long term disability insurance coverage consistent with plans generally provided to other senior executives of our Lilly Pulitzer Group and our company agreed to pay 100% of the health, dental, life and long term disability insurance premiums for Mr. Beaumont and his dependents.

        If Mr. Beaumont's employment with our company is terminated by us without good cause or by Mr. Beaumont for good reason (as specified in his employment agreement) (1) between January 1, 2012 and January 31, 2014, Mr. Beaumont is entitled to receive severance pay equal to one year's base salary or (2) February 1, 2014 and January 31, 2015, Mr. Beaumont is entitled to receive severance pay equal to the base salary that he would otherwise have received through the conclusion of the term of his agreement. In addition, pursuant to Mr. Beaumont's employment agreement, he has agreed to certain customary non-competition and business and employee non-solicitation covenants customary in acquisition transactions that will survive until the earlier of January 31, 2015 or 12 months following the termination of his employment.

        Mr. Philippou's Compromise Agreement.    In connection with Mr. Philippou's departure from our company in November 2012, we entered into a compromise agreement with Mr. Philippou. Pursuant to the agreement: (1) we agreed to pay Mr. Philippou approximately £123,500 (or $196,365), less applicable tax and national insurance deductions, representing a one-time payment in lieu of the six month notice period pursuant to Mr. Philippou's prior employment contract with our Ben Sherman Group; (2) in consideration for Mr. Philippou's covenants under the agreement, we agreed to pay Mr. Philippou £85,500 (or $135,945), less applicable tax and national insurance deductions, as a separation payment; (3) we agreed to provide Mr. Philippou with private medical coverage through April 1, 2013; (4) we agreed to pay the legal fees incurred by Mr. Philippou in connection with the negotiation of the agreement (up to £2,000 (or $3,180) plus VAT); (5) Mr. Philippou provided a full release of claims (other than non-waivable claims and the right to enforce the compromise agreement) he may have against our company and affiliated persons, including Mr. Philippou's waiver of any rights with respect to cash awards and equity awards previously granted under our Ben Sherman cash retention plan and the LTIP, respectively, that were unvested or unearned as of the date Mr. Philippou's employment ended; and (6) Mr. Philippou reaffirmed the confidentiality, non-solicitation and non-competition restrictions under his prior employment contract with Ben Sherman, which survive his departure for specified durations.

Stock Ownership and Retention GuidelinesGuidelines; Anti-Pledging/Hedging Policy

        Our Board has established stock ownership guidelines for our executive officers, including the NEOs.NEOs, which our Board enhanced in March 2013. The ownership guidelines specify a target number of shares of our common stock that our executive officers are expected to accumulate and hold within five years of the later of the effective date of the guidelines or the date of appointment to the applicable position set forth in the guidelines (which we refer to as the "executive's determination date"). The specific guidelines for each applicable individual are established based on the fair market value of our common stock (based on a 365-day trailing average for our common

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stock price as reported on the NYSE as of the executive's determination date) and the executive officer's base salary as of the executive's determination date.

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        Pursuant to these guidelines (which are treated as effective for each of our NEOs as of his or her applicable determination date), each of our executive officers is expected to own or acquire shares of our common stock having a fair market value of a multiple of his or her base salary as follows: Chief Executive Officer—2.0x;4.0x; President—1.25x; Group Vice Presidents and2.5x; Executive Vice Presidents—1.0x;2.0x; and All Other Executive Officers—0.5x.1.5x. As of April 13, 2012,19, 2013, each of our currently-employed NEOs other than Mr. PhilippouBeaumont, who joined our company in December 2010, had satisfied the stock ownership guideline applicable to him.

        Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of nine monthsone year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options and for payment of applicable taxes)options) that applies to our executive officers, including our NEOs.

        Pursuant to our Corporate Governance Guidelines, as now in effect, and our insider trading policy, our directors and executive officers, including our NEOs, are prohibited from hedging the economic risk of ownership of our company's stock, including through the use of puts, calls, equity swaps or other derivative securities. In addition, in March 2013, our Board approved express restrictions set forth in our Corporate Governance Guidelines prohibiting our directors and executive officers from entering into any future pledge arrangements that use our company's stock as collateral for a loan or other purposes, and set forth our Board's expectation that any pre-existing arrangements would be unwound within three years.

Tax Deductibility Considerations

        It is the responsibility of our compensation committee to address the issues raised by Section 162(m) of the Internal Revenue Code. Section 162(m) generally prohibits us from deducting the compensation of certain NEOs that exceeds $1,000,000 during any year. The limitation does not apply to compensation based on achievement of pre-established performance goals if certain requirements are met. Our EPIP is structured to permit awards to qualify as performance-based compensation to maximize the tax deductibility of such awards. As described in Proposal No. 2, we are asking our shareholders to reapprove the plan to ensure continued deductibility under Section 162(m). Our compensation committee, as much as possible, uses and intends to use performance-based compensation to limit the amount of compensation paid by us that would not be eligible for deductibility. However, our compensation committee believes that we must be able to attract, retain and reward the executive leadership necessary to develop and execute our strategic plans and that the loss of a tax deduction may be necessary and appropriate in some circumstances. Accordingly, our compensation committee may exercise its discretion to award compensation in excess of the Section 162(m) limits as it deems necessary or appropriate.

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Compensation Tables

Summary Compensation Table for Fiscal 20112012

        The table below shows the compensation earnedfor our NEOs during each of fiscal 2011,2012, fiscal 20102011 and fiscal 2009 by our NEOs:2010:

(a)

TableAmounts set forth for Mr. Lanier under "Executive Health Insurance" include coverage for Mr. Lanier and his spouse under our executive medical plan following his retirement in December 2012, in accordance with the terms of ContentsMr. Lanier's retirement agreement. The value attributable to office space, parking and secretarial support provided to Mr. Lanier pursuant to the terms of his retirement agreement have been excluded, as such benefits are integrally and directly related to Mr. Lanier's service as the Chairman of our Board.




In addition, our NEOs, from time to time, receive discounts on merchandise purchased directly from our distribution centers or inthrough our retail storesdirect to consumer channels and may, from time to time, receive complimentary meals at our Tommy Bahama restaurants or allowances for apparel merchandise. TheWe do not believe that the aggregate incremental cost to us of these discounts and benefits does not exceedexceeds $10,000 for any of our NEOs and are excluded from this table."Summary Compensation Table for Fiscal 2012."

(4)

Compensation for fiscal 2012 may not be directly comparable to compensation paid in respect of fiscal 2011 and fiscal 2010, as amounts paid in respect of "Salary" and "All Other Compensation" represent amounts paid during the 53-week fiscal 2012 period compared to 52-week fiscal 2011 and fiscal 2010 periods.

(5)

Compensation paid to Mr. Philippou is denominated in pounds sterling; the compensation paid to Mr. Philippou has been restated to U.S. dollars based on an exchange rate of (1) pounds sterling 1.00 = U.S. $1.59 during or in respect of fiscal 2012 and (2) pounds sterling 1.00 = U.S. $1.60 which representsduring or in

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Grants of Plan-Based Awards in Fiscal 20112012

        The following table presents information for fiscal 20112012 regarding possible cash awards that could have been earned for fiscal 20112012 performance under our EPIP and equity awards granted under our LTIP: