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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 20162020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 201616, 2020

        Notice is hereby given that the 2016 annual meeting2020 Annual Meeting of shareholdersShareholders of Oxford Industries, Inc. will be held on Wednesday,Tuesday, June 15, 201616, 2020 at 3:2:00 p.m., Eastern Time. Due to public health concerns regarding in-person gatherings as a result of the COVID-19 pandemic, and taking into account the protocols of local, time, at The Fifth Floor Conference Center at 999 Peachtree Street, N.E., Atlanta, Georgia 30309.state and federal governments, we have determined that this year's annual meeting will be conducted as a virtual meeting via live audio webcast. Shareholders may access and participate in the annual meeting by visiting www.meetingcenter.io/215153986. There will not be a physical location for the annual meeting, and shareholders will not be able to attend the meeting in person. The purposes of the meeting are to:

(1)

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



(2)

Approveratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2016;2020;



(3)

Hold anapprove, by a non-binding, advisory non-binding vote, to approvethe compensation of our named executive compensation;officers; and



(4)

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

        Shareholders of record as of the close of business on April 15, 201617, 2020 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting.

        Pursuant        We have designed the format of the annual meeting to U.S. Securitiesensure that shareholders have the opportunity to participate in the meeting. The annual meeting will include a live Q&A session during which members of our executive leadership team, including the Chairman of the Board, will answer questions submitted during the meeting, as time permits. To ensure the annual meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such other person designated by our Board) may exercise broad discretion in recognizing questions, the order in which questions are answered and Exchange Commission rules, wethe amount of time devoted to questions.

        We have elected to provide access to our proxy materials overon the Internet insteadunder the U.S. Securities and Exchange Commission's "notice and access" rules. By providing our proxy materials on the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of mailing printed copies to our shareholders.annual meeting. A Notice of Internet Availability of Proxy Materials is beingwill be mailed to shareholders beginning on or about May 6, 2016.2020. This 2016 proxy statement and our 20152019 Annual Report on Form 10-K may be accessed by all shareholders athttp://www.edocumentview.com/OXM.oxford. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.

        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 attendparticipate in the annual meeting, you are encouraged to vote as soon as possible. You may vote overusing any of the Internet, orfollowing methods: (1) on the Internet; (2) by signing and returning a proxy card or voting by telephone after requesting a paper copy of the proxy materials followingand submitting your vote via a toll-free telephone number or by signing, dating and mailing a completed proxy card; or (3) electronically at the instructions set forth in the Notice of Internet Availability.annual meeting. Please review the instructions on each of your voting options described onin the Notice of Internet Availability. You may revoke your proxy at any time before the annual meeting and, if you attend the annual meeting, you may elect to vote in person. If your shares are held in an account atwith a bank or broker, your bank or broker will vote your shares for you if you provide voting instructions. In the absence of instructions, your broker can only vote your shares on limited matters.

        Attendance atThe live audio webcast of the annual meeting is limitedwill begin promptly at 2 p.m., Eastern Time. We encourage shareholders to shareholders, those holding proxies from shareholders, and invited guests such as membersaccess the webcast in advance of the media.designated start time.

        Shareholders may access the annual meeting, submit questions and electronically vote shares at the meeting by visiting www.meetingcenter.io/215153986. If you are a shareholder of record, you may access the meeting webcast and vote electronically during the meeting using the instructions and voter control number set forth in the Notice of Internet Availability.

        If your shares are held in an account atwith a bankbroker and you wish to participate in the annual meeting, you must register in advance to participate in the meeting webcast and obtain a new control number from Computershare, our transfer agent. In order to vote electronically during the meeting, you must request and receive a legal proxy in your name from the broker that holds your shares. You may request registration by submitting proof of your proxy power (legal proxy) reflecting your holdings of our common stock, along with your name and email address, to Computershare. Requests for registration may be directed

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to Computershare (i) by mail to the following address: Computershare, Oxford Industries, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 or broker, you should bring(ii) by email, by attaching an image of your legal proxy or forwarding the notice or voting instruction form you receivedemail from your bank or broker or obtainto legalproxy@computershare.com. Requests for registration must be labeled "Legal Proxy" and received no later than 5:00 p.m., Eastern Time, on June 10, 2020. You will receive a valid proxy card fromconfirmation of your bank or broker, in order to gain admission to the meeting.registration by email after your registration materials have been received.

May 6, 20165, 2020		By Order of the Board of Directors,
		Thomas E. CampbellSuraj A. Palakshappa Executive Vice President—Law and Administration, President-Law, General Counsel and Secretary

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999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 30309

PROXY STATEMENT

For 2016 Annual Shareholders Meeting
To Be Held on June 15, 2016

INTRODUCTION

        This proxy statement contains information relating to the 2016 annual meeting of shareholders of Oxford Industries, Inc. to be held on Wednesday, June 15, 2016, beginning at 3:00 p.m., local time. The annual meeting will be held at The Fifth Floor Conference Center at 999 Peachtree Street, N.E., Atlanta, Georgia 30309. You may contact our Investor Relations Department at (404) 659-2424 to obtain directions to the site of the annual meeting.

        Pursuant to Securities and Exchange Commission rules, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders instead of a paper copy of our proxy materials. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy over the Internet. The Notice of Internet Availability also contains instructions for requesting a paper copy of our proxy materials. We will begin mailing the Notice of Internet Availability on or about May 6, 2016, to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. A similar notice will be sent by brokers, banks and other nominees to beneficial owners of shares of which they are the shareholder of record.

        This 2016 proxy statement and 2015 Annual Report are available athttp://www.edocumentview.com/OXM. This site does not have "cookies" that identify visitors to the site. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by mail by following the instructions set forth in the Notice of Internet Availability.

INFORMATION ABOUT THE MEETING AND VOTING

Shares Outstanding

        You may vote at our 2016 annual shareholders meeting if you owned shares of our common stock as of the close of business on April 15, 2016, the record date for the annual meeting. As of the record date, there were 16,755,551 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 15, 2016, your shares of Oxford common stock were registered directly in your name with Computershare, our transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote using one of the following methods:

•

by voting over the Internet by following the instructions set forth in the Notice of Internet Availability;



•

by signing and returning a proxy or voting by telephone after requesting a printed copy of the proxy materials; 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 as recommended by our Board or, if no recommendation is given, in the discretion of the proxies designated on the proxy card, to the extent permitted under applicable law.

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        If you are a shareholder of record, your shares will not be voted unless you submit a proxy (either over the Internet or by signing and returning a proxy card) or attend the annual meeting and vote in person. If you vote over the Internet, please have your Notice of Internet Availability available at the time you submit your voting instructions. The Internet voting procedures provided on the Notice of Internet Availability are designed to authenticate shareholders' identities and to confirm that their instructions have been properly recorded.

        If, on April 15, 2016, your shares were held in an account at a bank or broker, like most of our shareholders, 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 but 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 or voting instruction form carefully. Even if your shares are held in an account at a bank or broker, you are invited to attend the annual meeting. 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, 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.

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 (the "NYSE"), to vote shares in their discretion on certain "routine" matters when their clients do not provide voting instructions. Under the NYSE's rules, as currently in effect, only Proposal No. 2 (approval of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2016) is considered a routine matter.

        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 voting 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;



•

prior to the applicable cutoff time, changing your vote using the Internet methods for voting described above;



•

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



•

if you have requested a printed copy of the proxy materials, by voting by telephone; 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 record date must be present, in person or by 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.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our articles of incorporation, our Board is to consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. Currently, our bylaws have fixed the number of directors at 10.

        There are currently ten members serving on our Board. The term for Mr. George C. Guynn, who has served on our Board since 2007 and currently serves as chair of our Audit Committee, expires at the annual meeting. Because Mr. Guynn reached the retirement age of 72 prior to the beginning of our current fiscal year, he is no longer eligible for election as a director under our Bylaws. Mr. Guynn will retire as a director as of the annual meeting. We thank Mr. Guynn for his many years of service to our company.

        In addition to nominating Ms. Helen Ballard, Mr. Thomas C. Gallagher and Mr. E. Jenner Wood III, who are currently directors, for re-election at the annual meeting, our Board has nominated Ms. Virginia A. Hepner for election to serve as a director. Ms. Hepner was identified and recommended as a potential director nominee by non-management members of our Board. After evaluating the experience, qualifications, attributes, skills and independence of various prospective candidates, our Nominating, Compensation & Governance Committee, or NC&G Committee, recommended to our Board that Ms. Hepner be nominated for election as a director at the annual meeting.

        The following table sets forth, as of April 15, 2016, certain information concerning our nominees for director and our continuing directors, 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 NC&G 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 in part 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.

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        In March 2016, our NC&G Committee and full Board considered director independence. As part of this consideration, our NC&G Committee and 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 nine directors are independent: Helen Ballard; Thomas C. Gallagher; George C. Guynn; John R. Holder; J. Reese Lanier; Dennis M. Love; Clarence H. Smith; Clyde C. Tuggle; and E. Jenner Wood III. Additionally, our Board of Directors has determined that the new nominee, Ms. Virginia A. Hepner, is independent.

        Mr. Chubb is currently our Chairman, Chief Executive Officer and President, and therefore not independent.

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

•

Mr. Thomas C. Gallagher served on our Board from 1991 until 2007, when he resigned in order to eliminate a director interlock relationship that existed based on service by our retired Chairman and Chief Executive Officer, Mr. J. Hicks Lanier, on the Compensation Committee of Genuine Parts Company; Mr. J. Hicks Lanier served as a member of the Board and chair of the Compensation Committee of Genuine Parts Company until his retirement from those positions in 2013; and two of our other directors, John R. Holder and E. Jenner Wood III, currently serve as directors of Genuine Parts Company;



•

Mr. J. Reese Lanier beneficially owns or has the ability to direct the voting of 1.3% of our outstanding common stock; and Mr. Lanier is a first cousin of Mr. J. Hicks Lanier, our retired Chairman and Chief Executive Officer;



•

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 business; and



•

Mr. E. Jenner Wood III is Corporate Executive Vice President of SunTrust Banks, Inc.; during 2015, our company continued its long-standing banking relationship with SunTrust, which includes a syndicated, revolving credit facility that we maintain with SunTrust; the payments we made to SunTrust represented an immaterial percentage of the Company's and SunTrust's revenues in 2015; and Mr. Wood did not personally participate in or benefit from this relationship.

        Our Board determined that these payments and relationships were not material to a determination that the applicable directors were independent. As a result and taking into consideration, among other things, the objectivity of Messrs. Gallagher, J. Reese Lanier, Tuggle and Wood at previous meetings of our Board, our Board determined that each is 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 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 our chief executive officer and our chief financial officer and controller. We intend to disclose amendments to our Code of Conduct and 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 2015, our Board held five meetings and committees of our Board held a total of nine meetings. During fiscal 2015, each of our directors attended at least 75% of the aggregate number of meetings of our Board of Directors 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 requiring attendance by directors at our annual meetings of shareholders, as stated in our

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Corporate Governance Guidelines, we encourage directors to attend our annual meetings of shareholders in 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. All of our directors attended our 2015 annual meeting of shareholders.

        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 15, 2016 and the number of official meetings held by each of these committees during fiscal 2015.

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 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 2016, our Board determined that Mr. Guynn and Mr. Holder are "audit committee financial experts," 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.

10

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 our Corporate Governance Guidelines to our Board for adoption; (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 has determined that all members of our NC&G Committee are independent in

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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.

        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, or "EPIP"; (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.

        In light of NYSE rules, our Board evaluated the independence of the members of our NC&G Committee. Following its review in March 2016, our Board determined that all of the members of our NC&G Committee meet the enhanced independence standards applicable to compensation committee members in accordance with the NYSE's corporate governance listing standards and SEC rules and regulations.

        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. Mr. Wood, as our presiding independent director, chaired the meetings of our non-employee directors during fiscal 2015.

11 Board Leadership

        Our Board is responsible for governing the affairs of our company effectively for the benefit of our shareholders. In discharging this responsibility, our Board relies on the judgment, business acumen, and experience of our qualified management team. Our directors believe that the appropriate leadership structure for our Board may change from time to time. As stated in our Corporate Governance Guidelines, our Board does not have a policy as to whether our Chief Executive Officer should also serve as chair of our Board. The Board makes this decision as it deems appropriate from time to time based upon the relevant factors applicable to each case. At least annually, the Board deliberates on and discusses the appropriate leadership structure for our Board based on the needs of our company.

        Our Board is currently comprised of nine independent directors and one management director (our current Chairman, Chief Executive Officer and President, Mr. Chubb). At the time of Mr. J. Hicks Lanier's retirement from our Board of Directors at the conclusion of our 2015 annual meeting, our Board elected Mr. Chubb, our Chief Executive Officer and President, to also serve as the chair of our Board. In making its decision, our Board considered Mr. Chubb's leadership qualities, management capability, knowledge of the business and industry, the long-term, strategic perspective he has demonstrated over the course of many years, his performance as our Chief Executive Officer and his demonstrated focus on growing long-term shareholder value.

        The Board also noted that we have, in Mr. E. Jenner Wood III, an active, engaged presiding independent director. In his capacity as the presiding independent director, Mr. Wood sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and Mr. Chubb; and serves as a liaison between our shareholders and our independent directors. As presiding independent director, Mr. Wood is in regular contact with Mr. Chubb about our operating results and activities, risks to our business and business prospects.

        We also have a supermajority of independent directors, regular meetings of our non-employee directors in executive session, and an 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 the current leadership structure comprised of an executive chair and CEO, balanced with a strong lead independent director role tasked with significant specified duties, is in the best interests of our company and shareholders.

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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, and our management at least annually provides our Board with a full report 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. 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 compensation committee, approve applicable performance targets taking into consideration our detailed, internal budgets for upcoming fiscal periods. These members of senior management have access to daily retail sales data and receive monthly financial reports, and they 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.

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, our NC&G Committee periodically reviews the skills and characteristics required of our directors in the context of the make-up of our Board. This assessment includes issues such as independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment, and other criteria that our NC&G Committee finds to be relevant.

        Consistent with our 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 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, interviews of a candidate by members of our Board, and discussions among our 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

12

Compensation Program for Fiscal 20152019

        During fiscal 2015, our non-employee directors received compensation in accordance with the following program guidelines:

•

an annual stock retainer in the form of restricted stock (subject to a 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 $55,000;



•

an annual cash retainer of $30,000 payable in quarterly installments to each non-employee director;

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an additional $12,500 annual cash retainer payable in quarterly installments to the chairs of our Audit Committee and our NC&G Committee; and



•

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. For fiscal 2015, two of our non-employee directors elected to receive the $30,000 annual 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 our eligible employees who 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. Three of our non-employee directors participated in our deferred compensation plan during fiscal 2015.

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

Director Compensation for Fiscal 20152019

        The table below summarizes the compensation for our non-employee directors for fiscal 2015.

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Stock Ownership and Retention Guidelines

        To reinforceEXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Introduction

Compensation Discussion and Analysis

Executive Summary

Developments Since the alignmentEnd of Fiscal 2019

Consideration of Last Year's Advisory Say-On-Pay Votes

Compensation Philosophy and Objectives

Compensation Decision Process

Elements of Executive Officer Compensation

Base Salary

Short-Term Incentive Compensation

Long-Term Equity Incentive Compensation

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999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 30309

PROXY STATEMENT

For 2020 Annual Meeting of Shareholders
To Be Held on June 16, 2020

INTRODUCTION

        This proxy statement contains information relating to the 2020 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 16, 2020, beginning at 2:00 p.m., Eastern Time. The annual meeting will be conducted as a virtual meeting, accessible via live audio webcast at www.meetingcenter.io/215153986. In light of the public health concerns regarding in-person gatherings as a result of the COVID-19 pandemic, we believe that hosting a virtual meeting is in the best interest of our shareholders and employees.

        We have elected to provide access to our proxy materials on the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders instead of a paper copy of our proxy materials. By providing our proxy materials on the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy on the Internet. The Notice of Internet Availability also contains instructions for requesting a paper copy of our proxy materials. We will begin mailing the Notice of Internet Availability on or about May 6, 2020 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. A similar notice will be sent by brokers and other nominees to beneficial owners of shares of which they are the shareholder of record.

        This proxy statement and our 2019 Annual Report on Form 10-K are available at http://www.edocumentview.com/oxford. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by following the instructions set forth in the Notice of Internet Availability.

PROPOSALS FOR SHAREHOLDER CONSIDERATION

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Proposal No. 1: Election of Directors

Board of Directors

        In accordance with our charter, our directors are divided into three classes that are as nearly equal in size as possible. Directors in each class are elected to three year terms, with director classes serving staggered terms. A director holds office until the annual meeting of shareholders held in the year during which the director's term ends and until his or her successor is elected and qualified.

Bylaws Relating to Retirement

        Pursuant to our bylaws, an individual becomes ineligible for election or appointment as a director: (1) for any employee director (i.e., someone who concurrently serves as an employee of our company and as a member of our Board), other than an individual who has at any time served as our Chief Executive Officer, following the end of our fiscal year during which such individual reaches the age of 65; and (2) for any other individual, following the end of our fiscal year during which such individual reaches the age of 72.

Director Nominees

        Our Board currently consists of three Class I directors (Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III), four Class II directors (Messrs. Thomas C. Chubb III, John R. Holder, Stephen S. Lanier, and Clarence H. Smith) and three Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner).

        At our 2020 annual meeting, the terms of our Class I directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III for election at our annual meeting as Class I directors, each to serve for a three year term expiring in 2023 and until his respective successor is elected and qualified.

        The terms of our Class II directors expire in 2021, and the terms of our Class III directors expire in 2022. Each of our Class II and Class III directors is currently expected to remain in office for the remainder of his or her current term.

Required Vote

        In an uncontested election at an annual meeting of shareholders, our bylaws require that each director be elected by a majority of the votes cast with respect to such director (number of shares voted "for" a director must exceed the number of votes cast "against" that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 2020 annual meeting, we must have received the nomination not later than the close of business on March 20, 2020. We have not received a shareholder nomination for a director for consideration at the 2020 annual meeting. Accordingly, the election of directors at the 2020 annual meeting is an uncontested election.

        Under Georgia law, in an uncontested election, if a nominee who is already serving as a director is not elected, the director would continue to serve on our Board as a "holdover director." Under our bylaws, any holdover director who fails to receive a majority of the votes cast must offer to tender his or her resignation to our Board. Our Board, in consultation with any of its committees so designated, would then determine whether to accept or reject the resignation, or whether other action should be taken. Under our bylaws, our Board is required to act on the resignation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Messrs. Love, Tuggle and Wood are currently serving on our Board.

        Abstentions and broker non-votes will have no effect on the vote for the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.

        Each nominee has consented to serve if elected, and our Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If a nominee becomes unwilling or unable to serve prior to the annual meeting, then at the recommendation of our Board: (1) proxies will be voted for a substitute nominee selected by or at the direction of our Board; (2) the vacancy created by the inability or unwillingness of a nominee to serve will remain open until filled by our Board; or (3) our bylaws may be amended to reduce the number of directors serving on our Board.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF MESSRS. DENNIS M. LOVE, CLYDE C. TUGGLE AND E. JENNER WOOD III AS A CLASS I DIRECTOR.

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Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

        Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2020, which appointment was ratified by our full Board. Ernst & Young LLP has served as our independent auditors since 2002.

        Our Board considers Ernst & Young LLP to be well qualified and recommends that our shareholders vote to approve its selection. Shareholder ratification of the selection of our independent registered public accounting firm is not required by law; however, our Board considers the solicitation of shareholder approval to be in our company's and our shareholders' best interests. A representative of Ernst & Young LLP is expected to participate in the annual meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders.

Required Vote

        Ratification of the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2020 requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote against this proposal. If our shareholders do not ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2020, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 2020 and/or future years.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020.

Proposal No. 3: Non-Binding, Advisory Vote to Approve Executive Compensation

Executive Compensation

        We are asking shareholders to indicate their support for our named executive officer compensation practices, as described in this proxy statement. This "say-on-pay" proposal gives our shareholders the opportunity to express their views on our executive compensation practices. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

        As further described under "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to maintain a strong link between pay and performance for our named executive officers; align our named 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.

Proposed Resolution

        We are asking our shareholders to vote on the following resolution at the annual meeting:

        RESOLVED, that the shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth herein.

Required Vote

        Approval of the say-on-pay resolution requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Because broker non-votes are counted as present at the annual meeting for quorum purposes but are not counted as entitled to vote on this proposal, they will have no effect on the vote on the resolution approving executive compensation. Abstentions will have the same effect as a vote against this proposal.

        The vote on this say-on-pay proposal is advisory, and therefore the results of this proposal are not binding on our company, our NC&G Committee or our Board. The results of this proposal will not overrule any decision made by our Board or NC&G Committee. Our Board and our NC&G Committee value the input of our shareholders and to the extent there is any significant vote against this say-on-pay proposal, we will consider our shareholders' concerns and our NC&G Committee will evaluate whether any actions, in fiscal 2020 or in subsequent years, are necessary to address those concerns.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL APPROVING EXECUTIVE COMPENSATION.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our articles of incorporation, or charter, our Board is to consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. Our bylaws have set the number of our directors at 10 members, and we currently have 10 members serving on our Board.

        Our charter provides that the members of our Board are to be divided into three classes. Our Board currently consists of three Class I directors (Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III), four Class II directors (Messrs. Thomas C. Chubb III, John R. Holder, Stephen S. Lanier, and Clarence H. Smith) and three Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. Hepner). The terms of our Class I directors expire at the 2020 annual meeting, while the terms of our Class II directors and Class III directors expire in 2021 and 2022, respectively.

        Our Board has unanimously nominated each of Messrs. Dennis M. Love, Clyde C. Tuggle and E. Jenner Wood III, who are currently Class I directors, for re-election at the annual meeting, each to serve for a three year term expiring in 2023 and until his respective successor is elected and qualified.

Director Nominees

        The following sets forth, as of April 17, 2020, certain information concerning our nominees for director, 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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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. This information includes: (1) a Compensation Discussion and Analysis (CD&A) 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 2019 compensation decisions for our NEOs in Spring 2019; (2) the compensation tables required by the SEC's rules and regulations; (3) a summary of certain limited arrangements with our NEOs that provide for payments upon defined change of control events or upon termination of employment; and (4) disclosure of the ratio of the annual total compensation of our Chief Executive Officer to that of our median compensated employee, as required by and determined in accordance with the SEC's rules.

        The CD&A primarily focuses on our 2019 compensation programs, actions and outputs relative to our fiscal 2019 performance. These compensation decisions reflect the compensation committee's application of our compensation philosophy, plan objectives and performance standards against financial and individual executive performance through the end of fiscal 2019. As of the date of this proxy statement, our company has experienced significant stock price decline since the end of fiscal 2019, consistent with our peer companies and the broader market, due to macro-economic factors and global concerns about the COVID-19 outbreak. As described further in the CD&A, our executive compensation programs strongly align realized compensation outcomes with our company's financial and stock price performance.

        Under the SEC's rules, our NEOs for purposes of this proxy statement consist of our principal executive officer, our principal financial officer and the three other most highly compensated executive officers who were serving at the end of fiscal 2019. For fiscal 2019, our NEOs were as follows:

•

Mr. Thomas C. Chubb III, Chairman, Chief Executive Officer and President (our principal executive officer);



•

Mr. Thomas E. Campbell, Executive Vice President-People & Technology;



•

Mr. K. Scott Grassmyer, Executive Vice President-Finance, Chief Financial Officer and Controller (our principal financial officer);



•

Ms. Michelle M. Kelly, Chief Executive Officer, Lilly Pulitzer; and



•

Mr. Douglas B. Wood, Chief Executive Officer, Tommy Bahama

Compensation Discussion and Analysis

Executive Summary

        We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands and other owned and licensed brands as well as private label apparel products. During fiscal 2019, 93% of our net sales were from our owned lifestyle brands and 70% of our net sales were through our direct to consumer channels of distribution. In fiscal 2019, 97% of our consolidated net sales were to customers located in the United States.

        Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands that create an emotional connection, like Tommy Bahama, Lilly Pulitzer and Southern Tide, can command greater loyalty and higher price points at retail and create licensing opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want them.

        We were generally pleased with our overall performance in fiscal 2019, which reflected important progress in our critical direct to consumer businesses. We were able to grow net sales across all of our owned lifestyle brands while continuing to manage our brand exposure to department store channels of distribution. We believe that the compensation paid to our NEOs in respect of fiscal 2019 correlates to our financial performance. Notably:

•

we were able to drive a 4% increase in comparable sales, with a 1% increase in our consolidated net sales to $1.123 billion for fiscal 2019;



•

we continued to focus on enhancing our already strong ecommerce and mobile capabilities, growing revenue from our enterprise-wide ecommerce business by 10% to 23% of our consolidated net sales;

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•

we continued to focus on in improving Tommy Bahama's performance, which generated a 3% increase in comparable sales and had increases in net sales from direct to consumer channels, driven by ecommerce, but fell short of the improvement in operating results targeted for the year;



•

Lilly Pulitzer continued its impressive performance, with 5% top line growth, an increase in gross profits of more than 5% and continued ecommerce growth to 38% of net sales in fiscal 2019;



•

our newest business acquisitions, Southern Tide and The Beaufort Bonnet Company, continued to perform well, with continued net sales growth at The Beaufort Bonnet Company, the opening of the first Southern Tide retail location and a net sales increase of 3% at Southern Tide;



•

we refinanced our $325 million asset-based revolving credit agreement, extending the maturity to July 2024;



•

we generated $122 million in cash flow from operations during fiscal 2019, ending the year with over $50 million in cash on hand; and



•

demonstrating our commitment to return value to shareholders, our cash dividends of $1.48 per share for fiscal 2019 represented a 9% increase from the prior year.

Developments Since the End of Fiscal 2019

        In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Starting March 17, 2020, we temporarily closed all of our retail and restaurant locations as a result of this health crisis, which, together with the resulting macroeconomic disruptions, has had and will continue to have a significant negative impact on our net sales and operating results during fiscal 2020, and potentially beyond. First and foremost, our thoughts are with those most directly impacted by this pandemic, including our people.

        With our focus on enhancing long-term shareholder value, we took a number of actions subsequent to the end of fiscal 2019 to mitigate the impact of the COVID-19 pandemic on our business and operations and strengthen our liquidity position:

•

a significant proportion of our employees in the field and our corporate offices were furloughed or terminated, and certain of our NEOs, among others, took reductions in their base salaries, including Mr. Chubb, whose salary was reduced by 25% starting in April 2020;



•

we drew down $200 million from our $325 million revolving credit agreement to increase our cash position and preserve financial flexibility;



•

our Board reduced the rate of the quarterly dividend payable in the first quarter of fiscal 2020;



•

we have been actively working with suppliers to cancel, delay or suspend future product deliveries and continue to reassess other operating expenses and associated commitments and obligations, including rent and advertising;



•

we are collaborating with our wholesale customers to identify suitable changes to our business arrangements;



•

we reevaluated, suspended and/or deferred all material capital expenditures;



•

we continue to reassess our overall operations to ensure we have the appropriate structure in place at each of our businesses for long-term success;



•

we suspended the company match under our 401(k) retirement savings plan; and



•

our compensation committee, at its March 2020 meeting, decided to defer discussion of any changes to the compensation of our executive officers for fiscal 2020, including delaying consideration of any new cash incentive or equity awards.

        We believe that these actions, as well as others we have taken and continue to pursue, enable us to adapt our business operations to continue to serve our consumers and shareholders when the economic disruptions of the COVID-19 pandemic begin to recede.

Consideration of Last Year's Advisory Say-On-Pay Votes

        At our 2019 annual meeting, we held an advisory vote seeking shareholder approval of a "say-on-pay" proposal approving our NEO compensation program. At the 2019 annual meeting, over 99% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 2019 proxy statement. Our compensation committee regularly evaluates market compensation practices, taking into consideration information relating to compensation paid by peers, and implements changes as it deems appropriate.

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Compensation Philosophy and Objectives

        Our executive compensation programs are designed to:

•

maintain a strong link between pay and performance;



•

align our NEOs' interests with those of our shareholders; and



•

ensure that we are able to attract and retain talented individuals.

        Consistent with these objectives, our NEO compensation practices in recent years, including fiscal 2019, have factored in the following, which we believe are in the long-term best interests of our shareholders:

What We Do		What We Don't Do
We tie a meaningful percentage of each NEO's potential cash and total compensation opportunities to performance of our company and/or our operating groups;groups		We do not have employment or severance agreements with our NEOs
• we     We provide a mix of short-term and long-term incentives with rigorous financial and non-financial performance requirements		We do not provide our NEOs with tax gross-ups;incentives that encourage excessive risk-taking
• our    Our equity compensation awards are subject tocontain only a "double trigger" change in control acceleration of vesting;vesting		We do not provide our NEOs with excise or other tax gross ups
• we     We maintain a robust stand-alone recoupment or "clawback" policy with respect tofor incentive-based cash and equity compensation forpaid to our executive officers;NEOs		• we    We do not pay dividendspermit the repricing or dividend equivalents on performance-based equity compensation awards during the applicable performance period; • repricingcash buyouts of stock options is prohibited underwithout shareholder approval
Compensation decisions for NEOs are made by an independent compensation committee advised by an independent compensation consultant, with benchmarking against a thoughtfully assembled and representative peer group		We do not permit liberal share recycling or "net share counting" upon exercise of stock options
We condition severance payments upon a release of claims		We do not permit our Long-Term Stock Incentive Plan (which we referdirectors and executive officers to ashedge the "LTIP") absent shareholder approval;economic risk of ownership of our company's stock
• we maintain    We have meaningful stock ownership guidelinesrequirements for our executive officers; • we have aexecutives and retention guideline,guidelines, or holding period,periods, on exercised stock options and vested restricted stock that appliesapply to our executive officers;NEOs		• we have an anti-hedging policy prohibiting    We do not permit our directors and executive officers from hedging the economic risk of ownership ofto pledge their interests in our company's stock;stock as a form of security
• we    We have a formal anti-pledging restriction applicable to our directors and executive officers; andan annual say-on-pay vote		We do not provide guaranteed incentive awards for executives
• we generally     We provide only modest perquisites, namely complimentary or discounted availability of our products, that serve the best interests of our business and are common practice in our industry. industry	Table of Contents	Compensation Decision Process     We do not pay dividends or dividend equivalents on performance-based equity awards during the applicable performance period

Compensation Decision Process

        Compensation Committee;         Compensation Consultants.    Pursuant to its charter, our compensation committee has the authority, with our company's funding, to retain or obtain the advice of a compensation consultant to assist in the performance of its responsibilities, provided, that, it will retain such an advisor only after taking into consideration relevant factors relating to the advisor's independence from our management.

        Our compensation committee again retained Mercer (US) Inc. as its compensation consultant during fiscal 2019 to assist and advise with various executive compensation matters, including the total compensation paid to our executive officers, the individual components of executive officer compensation and market data, including the peer group, used in reviewing and formulating executive officer compensation.

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        In relation to our compensation committee's retention of Mercer, our compensation committee considered various factors relating to Mercer's independence, including those enumerated by the NYSE. As part of its evaluation, our compensation committee considered the following: Mercer's parent company, Marsh & McLennan Companies, provides insurance brokerage services to our company; the fees paid to Marsh & McLennan (including Mercer) in connection with those brokerage services represented a nominal amount of the revenues generated by that company; Mercer's policies and procedures relating to conflicts of interest; the fact that the Mercer consultants that work with our company do not own any of our common stock; and certain consulting services provided by Mercer to employers of certain of our compensation committee members. Following its review, our compensation committee concluded that Mercer was independent.

        Key Participant Roles.    The following table summarizes the significant roles of the various key participants, including those of certain of our executive officers, in the decision-making process with respect to NEO compensation, in particular for fiscal 2019:

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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 2019 compensation reviews, we utilized the applicable IPAS Global Consumer Goods Survey; Mercer's Executive Remuneration Surveys; and Willis Towers Watson's General Industry and Retail/Wholesale Survey Reports on Executive Compensation. We do not have any input into the companies that make up these surveys.

        In addition, our compensation committee reviews compensation data obtained from publicly available sources for peer companies. For fiscal 2019, our compensation committee reviewed relevant compensation data from the following companies:

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Elements of Executive Officer Compensation

        Total compensation for our NEOs in 2019 and recent years has consisted of the following:

Compensation Component		Purpose
Base Salary		Base salary provides a competitive level of guaranteed cash compensation that allows us to attract and retain qualified executives and to compensate them for performing basic job responsibilities.
Short-Term/Annual Incentive Compensation		Cash incentive awards provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance and are used, among other things, chief executive officerto attract and non-CEO executive officer compensation, provided, that it will retain such an advisor only after taking into consideration relevant factors relating toqualified executives; align the advisor's independence from our management.         During fiscal 2015, our compensation committee again retained Mercer (US) Inc. ("Mercer") as its compensation consultant to assist with various executive compensation matters, including proposals for the total compensation paid to our executive officers and the individual components of executive officer compensation, and market data, including the peer group, used by management in reviewing executive officer compensation and influencing our Chief Executive Officer's recommendations to the compensation committee on compensation paid to our other NEOs for fiscal 2015.         In relation to our compensation committee's retention of Mercer, our compensation committee considered various factors relating to the advisor's independence from our management, including those enumerated by the NYSE. As part of its evaluation, our compensation committee considered the following: Mercer's parent company provides certain insurance brokerage services to our company; the fees paid to Mercer's parent company in connection with those brokerage services represented a nominal amount of the revenues generated by that entity; Mercer's policies and procedures relating to conflicts of interest; the fact that the Mercer consultants that work with our company do not presently own any of our common stock;company's performance; and certain present and historic business relationships between Mercer or its affiliates, on the one hand, and employers of certain of our compensation committee members. Following its review, our compensation committee concluded that Mercer was independent and that the engagement of Mercer did not raise a conflict of interest.         In addition, during fiscal 2013, our company's management retained Towers Watson to evaluate the short-term cash incentive programs throughout our company. Although the engagement was not focused on or specific to executive compensation, certain observations and recommendations by Towers Watson influenced certain management recommendations to, and decisions by, our compensation committee in respect of fiscal 2015.         Key Participant Roles.    The following table summarizes the significant roles of the various key participants, including those of certain ofmotivate our executive officers in the decision-making process with respect to NEOwork to achieve and exceed specific company performance goals.
Long-Term Equity Compensation (both performance-vesting and time-vesting)		Long-term equity compensation in particular for fiscal 2015: Participant Roles Board of Directors • Reviews and approves changes in equity and cash incentive plans available to our NEOs (other than those generally available to employees of our company on a non-discriminatory basis), including submission of plans to our shareholders for approval as may be required • Appoints the members of our compensation committee Compensation Committee • Establishes and communicates the performance objectives for our Chief Executive Officer • Evaluates the performance of our Chief Executive Officer • Determines and approves the base salary and cash incentive award opportunities for our Chief Executive Officer • Reviews our Chief Executive Officer's performance evaluation and compensation recommendations for each of our other NEOs • Approves the base salary and cash incentive award opportunities for each of our other NEOs • Reviews and approves all equity compensation awards, including those to our NEOs • Oversees our company's risk profile that results from our compensation programs Committee's Compensation Consultant • Reviewed compensation programs for our NEOs relative to market comparables and made recommendations for fiscal 2015 total and component NEO compensation • Reviewed and provided recommendations for peer group composition for fiscal 2015 • Provided recommendations for program design for equity compensation programs and cash incentive plans for our NEOs Table of Contents Participant Roles Executive Officers Chairman, Chief Executive Officer and President • Regularly attends portions of our compensation committee meetings, at the invitation of the committee • Reviews performance of our other NEOs • Provides our compensation committee with base salary and target cash and equity incentive compensation recommendations for our other executive officers • Together with our Chief Financial Officer and other executive officers, recommends performance goals applicable to performance-based compensation Executive Vice President—Finance, Chief Financial Officer and Controller • Regularly attends portions of our compensation committee meetings, at the invitation of the committee • Provides budget information and preliminary recommendations to our Chief Executive Officer and, ultimately, to our compensation committee on performance goals applicable to performance-based compensation • Provides and certifies financial information used in determining satisfaction of performance targets • Assists with design and implementation of compensation programs, including equity compensation programs Executive Vice President—Law and Administration, Secretary and General Counsel • Regularly attends portions of our compensation committee meetings, at the invitation of the committee • Prepares and provides agenda materials for our compensation committee meetings • Oversees review of market data on executive officer compensation, including applicable ranges of base salary and total cash compensation paid to comparable executives at comparator companies • Assists with design and implementation of compensation programs, including equity compensation programs • Updates and summarizes key legal and corporate governance developments relating to compensation practices         Market Data.    We utilize market surveys to obtain a general understanding of compensation practices and trends, and in evaluating market comparisons of compensation paid toawards provide our NEOs when makingwith equity compensation recommendationsopportunities under our LTIP based on company performance and/or the satisfaction of multi-year service requirements, which further aligns the interests of our executives with those of our shareholders by encouraging retention, motivating our executive officers to work to achieve and decisions for our NEOs. For fiscal 2015 compensation reviews, we utilized the applicable Kenexa Global Consumer Goods Surveys; Mercer's Apparelexceed performance goals and Retail Industry Surveys;rewarding increases in stock price.
Benefits and Towers Watson's General and Retail/Wholesale Industry Survey Reports on Executive Compensation. We do not have any input into the companies that make up these surveys.         In addition, our compensation committee reviews compensation data obtained from publicly available sources for peer, or comparator, companies. For fiscal 2015, our compensation committee reviewed relevant compensation data from the following companies: Ann Inc. bebe stores, inc. Carter's, Inc. Chico's FAS Inc. Children's Place, Inc. Columbia Sportswear Company Deckers Outdoor Corporation Delta Apparel, Inc. G-III Apparel Group, Ltd. Guess?, Inc. Kate Spade & Co. lululemon athletica inc. Pacific Sunwear of California, Inc. New York & Company, Inc. Perry Ellis International, Inc. Quiksilver, Inc. Steven Madden, Ltd. Urban Outfitters, Inc. Table of Contents Elements of Executive Officer Compensation         Total compensation for our NEOs in recent years has consisted of the following components: Compensation Component Overview Purpose Base Salary Base salary provides a fixed amount of cash compensation to our NEOs. Base salary provides a competitive level of guaranteed cash compensation that allows us to attract and retain qualified executives and to compensate them for performing basic job responsibilities. Short-Term/Annual Incentive Compensation and Long-Term Cash Incentive Compensation Cash incentive awards, including under the EPIP, provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance or achievement of other strategic goals. Cash incentive awards are used, among other things, to attract and retain qualified executives; align the compensation paid to our executive officers with our company's performance; motivate our executive officers to work to achieve and exceed specific company performance goals or other strategic goals; and, where appropriate, facilitate the treatment of elements of compensation as performance-based compensation under the Internal Revenue Code. Long-Term Equity Compensation (Both performance-vesting and time-vesting) Long-term equity compensation awards provide our NEOs with equity compensation opportunities under our LTIP based on company performance and/or the satisfaction of multi-year service requirements. Equity compensation further aligns the interests of our NEOs with those of our shareholders by encouraging retention, motivating our executive officers to work to achieve and exceed performance goals and rewarding increases in stock price. Other Benefit Plan Participation Opportunities Our NEOs based in the United States are generally eligible to participate in various health, life insurance, retirement, stock purchase and disability benefit plans we have established for our U.S.-based employees and/or executives.Modest Perquisites   Our NEOs are generally eligible to participate in various health, life insurance, retirement, stock purchase, disability and merchandise discount plans we have established for other employees and/or executives. These benefit plans and perquisites are designed to attract and retain key employees by providing benefits competitive with those generally available. Mr. Maidment, as a U.K.-based executive officer, was eligible to participate in our Ben Sherman Group Personal Pension Scheme, our Ben Sherman private medical insurance plan, our Ben Sherman Income Protection Scheme and various other health and life insurance benefit plans we previously established for our U.K.-based employees. Special Transaction Success Bonus Opportunities In furtherance of ensuring a successful sale of our former Ben Sherman Group, we entered into a one-time Incentive and Settlement Agreement payable in connection with or following a sale and transition of the Ben Sherman Group's operations. Special success bonuses incent key executives to remain with the operations as we pursue and effectuate a strategic transaction to dispose of one of our businesses, and further align the interests of our company and the affected NEO with those of prospective acquirors. Perquisites From time to time, our NEOs receive discounts on merchandise purchased directly from our distribution centers or through our direct to consumer channels, as well as complimentary meals at our Tommy Bahama restaurants or allowances for apparel merchandise, and other minimal perquisites. These perquisites are designed to attract and retain key employees by providing perquisites that are common practice within our industry.         Target Compensation Levels.    In recent years, our compensation committee has generally utilized the median of total cash compensation (base salary and cash incentive awards) for similar positions identified using industry and general market data, as well as that of similarly situated executives at the peer company group, as a guideline for evaluating and approving the target total cash compensation for our NEOs. In establishing specific base salary amounts and cash incentive award target amounts payable to any individual NEO, our compensation committee takes into consideration a number of factors, such as the individual's specific role, the individual's performance and accomplishment of significant business strategies, the size of the individual's operating group or business unit, the oversight and other responsibilities of the individual, the individual's employment experience, the individual's compensation history at our company, other factors related to the scope or unique nature of the position's responsibilities and retention considerations. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 2019 was approximately 74% of the peer group median and comparable to the market survey median studied by the committee.         In approving the amount of long-term equity compensation granted to our NEOs, our compensation committee reviews market data to understand trends and general compensation practices (for example, typical vesting periods, types and values of equity grants and/or the mix of cash and equity compensation). In approving our fiscal 2019 equity compensation program, which is described under"—Long-Term Equity Incentive Compensation," our compensation committee also took into consideration market survey and peer group data on equity compensation ranges and recommendations made by the ​ 20    2020 PROXY STATEMENT ​ Table of Contents compensation consultant engaged by our compensation committee in order to assess the competitiveness of our company's compensation practices. For reference, total target direct compensation (cash and equity) approved by our compensation committee for our Chief Executive Officer for fiscal 2019 was approximately 57% of the peer group median and 84% of the market survey median studied by the committee.         Compensation Mix.    Our compensation committee reviews all components of the compensation payable to our NEOs, including base salaries, cash incentive awards and long-term equity compensation. Our compensation committee generally increases target incentive award levels for an NEO as such officer's responsibilities within our organization increase, thereby more heavily weighting the variable elements of compensation for our most senior executives who are more likely to have a strong and direct impact in achieving strategic and financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by tying pay to performance and subjecting a meaningful proportion of our NEOs' total compensation to the achievement of company and/or operating group goals. When approving the total target compensation of our NEOs, our compensation committee takes into consideration the allocation of the total compensation to base salary, short-term incentive compensation and long-term equity compensation; however, our compensation committee does not expressly allocate or target a specified percentage of total compensation to individual components.         We have four primary elements of direct compensation for our NEOs, which are described below: base salary; short-term (cash) incentive compensation; performance-based long-term equity awards with additional service requirements; and service-based long-term equity awards. As illustrated below, a significant portion of our NEOs' total target direct compensation for fiscal 2019, in particular for our Chief Executive Officer, was "at risk" compensation tied to our company's performance, which we believe further aligns the interests of our NEOs with those of our shareholders*: CEO Other NEOs * Numbers may not equal 100% due to rounding. 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 for our other executive officers. Base Salaries for Fiscal 2019         Chief Executive Officer's Review.    In March 2019, our compensation committee evaluated Mr. Chubb's performance. As part of its review, our compensation committee considered Mr. Chubb's and our company's performance and achievements during fiscal 2018, including in particular: • Mr. Chubb's proactive tackling of the challenges of a changing consumer environment by focusing on the development of innovative marketing techniques and enterprise-wide knowledge sharing initiatives to drive customer acquisition and retention; • executing strategic initiatives that resulted in continued improvements at Tommy Bahama, including increased gross margin and ecommerce sales; • developing key people initiatives to meet the evolving needs of our business, including embarking on an enterprise-wide organizational effectiveness review and realigning executive roles to better leverage talents across our enterprise; ​ 2020 PROXY STATEMENT    21 ​ Table of Contents • establishing a management committee to focus on coordinating corporate social responsibility initiatives across the company; and • achieving EPS and net sales growth for the company despite a strategic reduction in wholesale channels of distribution. Base Salaries for our NEOs         Following a review of relevant market data with respect to each of our NEOs, individual performance and contributions to our company, the earned compensation amounts for fiscal 2018 and the financial performance of our company and various business units, our compensation committee determined that increases in performance-based equity awards, rather than base salary, would most effectively align the interests of our NEOs with those of our shareholders. Accordingly, our compensation committee did not change the base salaries of our NEOs for fiscal 2019, with the exception of Ms. Kelly, who received a 3.1% increase in base salary from $550,000 to $567,250, which our compensation committee believed was necessary and appropriate in light of continued exceptional performance by Lilly Pulitzer. Short-Term Incentive Compensation         Our compensation committee has utilized cash incentive awards to provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance.         For fiscal 2019, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 2019 program was generally similar in structure and operation to the program utilized in recent years.         Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2019, as follows:     Cash Incentive Awards (% of Base Salary)                   Fiscal 2019 Base Salary ($)   Fiscal 2019 Target Cash Incentive Award ($)       Name   At Threshold   At Target   At Maximum       Thomas C. Chubb III   ​ 25 % ​ 100 % ​ 175 % 880,000   ​ 880,000   ​     Thomas E. Campbell     12.5 %   50 %   87.5 % 425,000     212,500         K. Scott Grassmyer   ​ 12.5 % ​ 50 % ​ 87.5 % 425,000   ​ 212,500   ​     Michelle M. Kelly     15 %   60 %   105 % 567,250     340,350         Douglas B. Wood   ​ 15 % ​ 60 % ​ 105 % 742,500   ​ 445,500   ​             For cash incentive awards that could become payable to Mr. Chubb, Mr. Campbell and/or Mr. Grassmyer, our compensation committee approved individual performance measures based on profit before taxes, as adjusted for non-recurring or unusual items (PBT), of our company and each of our operating groups. The total cash incentive award for each of these individuals was comprised of distinct performance measure components tied to our company as a whole, as well as each of our operating groups individually. PBT is a performance measure which we believe drives 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 Ms. Kelly and Mr. Wood, the incentive award was based entirely on the satisfaction of applicable PBT targets by our Lilly Pulitzer operating group and Tommy Bahama operating group, respectively.         For each of our NEOs, no cash incentive would be payable for fiscal 2019 unless the applicable threshold performance measure for the applicable operating group and/or our company was satisfied. ​ 22    2020 PROXY STATEMENT ​ Table of Contents         In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2019, our compensation committee took into consideration our forecasts for the fiscal year and anticipated changes in our business(es) from the prior year, focusing each of our operating groups on achieving meaningful year-over-year earnings growth within their respective businesses to achieve target. • For purposes of the cash incentive award for Mr. Chubb, Mr. Campbell and Mr. Grassmyer, the table below sets forth the threshold, target and maximum performance targets 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 2019; the applicable weighting allocated to each of our operating groups and our company as a whole; and the weighted contribution to the actual incentive award earned by each of these executive officers. • For purposes of the cash incentive awards to Ms. Kelly and Mr. Wood, the table below includes the threshold, target and maximum performance targets established by our compensation committee for our Lilly Pulitzer operating group and our Tommy Bahama operating group, respectively, and the actual performance of each of those operating groups during fiscal 2019.                         Weighting for Corporate Composite Bonus   Weighted Contribution to Actual Corporate Composite Bonus Earned         Performance Target       Actual Achievement as a Percent of Target         Actual Performance     Performance Measure(s) ($ in 000s)   Threshold   Target   Maximum     PBT of total company   $ 57,341   $ 67,460   $ 77,579   $60,758   ​ 50.3 % ​ 50.0 % ​ 25.2 %   PBT of Tommy Bahama   $ 34,614   $ 41,956   $ 49,298   <Threshold     0.0 %   25.0 %   0.0 %   PBT of Lilly Pulitzer   $ 32,843   $ 39,810   $ 46,777   $44,191   ​ 147.2 % ​ 20.0 % ​ 29.4 %   PBT of Lanier Apparel   $ 1,800   $ 4,500   $ 5,985   <Threshold     0.0 %   2.5 %   0.0 %   PBT of Southern Tide   $ 3,079   $ 4,105   $ 5,131   $3,561   ​ 60.3 % ​ 2.5 % ​ 1.5 %   ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​ ​  ​ ​ ​  ​ ​ ​  ​ ​ ​  ​                                 100.0 %   56.1 %           Based on our fiscal 2019 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2019: Name   Bonus Award at Target ($)   Bonus Award Earned (as % of Target)   Bonus Award Earned ($)   Thomas C. Chubb III   $ 880,000   ​ 56.1 % $ 493,680   Thomas E. Campbell   $ 212,500     56.1 % $ 119,213   K. Scott Grassmyer   $ 212,500   ​ 56.1 % $ 119,213   Michelle M. Kelly   $ 340,350     147.2 % $ 500,995   Douglas B. Wood   $ 445,500   ​ 0.0 % ​ —   Long-Term Equity Incentive Compensation         Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. In March 2019, our compensation committee approved the equity compensation program for fiscal 2019.         For fiscal 2019, the program included two equity elements: • performance-based restricted stock awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievement of certain earnings per share performance goals for our company during fiscal 2019, with any restricted shares earned by recipients further subject to a two year vesting period following the conclusion of the performance period, with the shares cliff vesting on April 8, 2022; and • service-based restricted shares under the LTIP that are subject to a three year vesting period, with the awards cliff vesting on April 8, 2022. ​ 2020 PROXY STATEMENT    23 Table of Contents         Our compensation committee believes that a mix of performance-based and service-based equity awards is in line with market practice and furthers the program's incentive and retention objectives. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2019 LTIP program.     Performance-Based Restricted Shares (# of shares)           Service-Based Restricted Shares (# of shares)   Name   At Threshold   At Target   At Maximum   Thomas C. Chubb III   ​ 2,800   ​ 11,200   ​ 22,400   ​ 4,800   Thomas E. Campbell     1,050     4,200     8,400     1,800   K. Scott Grassmyer   ​ 1,050   ​ 4,200   ​ 8,400   ​ 1,800   Michelle M. Kelly     910     3,640     7,280     1,560   Douglas B. Wood   ​ 910   ​ 3,640   ​ 7,280   ​ 1,560           The 2019 earnings per share performance goals established by our compensation committee for the performance-based restricted stock awards were as follows: threshold – $3.89; target – $4.58; and maximum – $5.26. Performance between threshold, target and maximum levels were determined based on linear interpolation. Our actual fiscal 2019 earnings per share, as defined under the program, was $4.54. The earnings per share for our performance-based restricted stock awards utilizes a performance target definition established by the compensation committee at the beginning of fiscal 2019 and, as a result, differs from the adjusted earnings per share that we report in our earnings releases.         As a result of our performance, 95.7% of the target performance-based restricted shares for fiscal 2019 were earned. From the actual grant of earned restricted shares in March 2020 through the April 8, 2022 vesting date, our NEOs receive dividends on these restricted shares and are entitled to voting rights. The fiscal 2019 equity awards would generally be forfeited if the recipient is not continuously employed by us through the applicable vesting date. Accelerated vesting of the award is limited to a "double trigger" scenario (i.e., a termination of employment by the individual with good reason or by us or our acquiror without cause following a change of control of our company). Other Benefit Plans and Perquisites         Non-Qualified Deferred Compensation Plan.    We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the "Deferred Compensation Plan," to certain highly compensated employees based in the United States, including our NEOs (other than Ms. Kelly, who is an employee of our Lilly Pulitzer operating group, which does not participate in our Deferred Compensation Plan). Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2019, Messrs. Chubb, Campbell, Grassmyer and Wood participated in the Deferred Compensation Plan.         All deferral elections are irrevocable except in the case of a hardship. In respect of calendar year 2019, we made a contribution to each participant's account of (1) 4% of the amount that a participant's compensation during the calendar year exceeded the IRS' 401(k) compensation limit for the calendar year (which for calendar year 2019 was $280,000), and (2) 4% of any compensation that is excluded from receiving a company match in our tax-qualified 401(k) retirement savings plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year in the Deferred Compensation Plan. Company contributions for each NEO during fiscal 2019 under our Deferred Compensation Plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2019."         The Deferred Compensation Plan is intended to offer our highly compensated employees, including our eligible NEOs, a tax-efficient method for accumulating retirement savings, as well as to provide an opportunity for our executives to accumulate savings in a tax-efficient manner for significant expenses while continuing in service. The Deferred Compensation Plan constitutes 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 Deferred Compensation Plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating NEOs with the long-term interests of our shareholders.         Under the Deferred Compensation Plan, participants may elect to have contributions during a given calendar year distributed as either: in-service distributions starting at least two years following the year of the applicable contributions in a single sum or in annual installment payments over a period of up to five years; or following a deemed retirement (which occurs when a participant reaches age 55 with at least five years of service) generally in a single sum or in annual installment payments over a period of up to 15 years. Distribution of account balances in a single sum is automatically made on termination for reasons other than a deemed retirement. Participants elect to invest their account balances among a variety ​ 24    2020 PROXY STATEMENT ​ Table of Contents of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Accounts are 100% vested at all times.         Because our Deferred Compensation Plan does not provide above-market, fixed rates of return, earnings under the plan are not included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2019." Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 2019 are described below under "—Compensation Tables—Fiscal 2019 Non-Qualified Deferred Compensation."         Executive Medical Insurance Plan.    During fiscal 2019, certain of our key employees, including Messrs. Chubb, Campbell and Grassmyer, were eligible to participate in a fully insured executive medical plan that covers medical expenses, including deductibles, as well as dental, vision and similar coverage, not covered under a base medical plan. The plan provides for coverage of up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive's beneficiary the lump sum amount in the event of death as a result of a covered accident. Our Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Ms. Kelly and Mr. Wood were not eligible to participate in this plan.         Premiums and administration fees paid by us for each participating NEO during fiscal 2019 under the executive medical insurance plan are included in the table below under"—Compensation Tables—Summary Compensation Table for Fiscal 2019."         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, and to participate in certain other benefit and retirement plans available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries. Company contributions for each NEO during fiscal 2019 under our tax-qualified 401(k) retirement savings plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2019."         Merchandise Discounts.    From time to time, our NEOs receive discounts on our company's merchandise, 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. Written Arrangements         Subject to the effect of local labor laws, all of our employees, including all of our NEOs', are "at-will" employees terminable at our discretion. We do not currently have a written employment or severance agreement with any of our NEOs. Clawback Policy         We maintain a recoupment or "clawback" policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover incentive-based cash and equity compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we announce that we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.         Under the policy, the amount to be recovered will be determined by the compensation committee taking into account such considerations as it deems appropriate, including the overpayment relative to the incentive based-compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our incentive compensation or bonus plans, including but not limited to the LTIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy. Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy         Our Board has established stock ownership guidelines for our executive officers. 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 appointment to the applicable position. Pursuant to these guidelines, 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—4.0x; President—2.5x; Executive Vice Presidents—2.0x; and All Other Executive Officers—1.5x. Each of our executive officers has satisfied the applicable stock ownership guideline. ​ 2020 PROXY STATEMENT    25 ​ Table of Contents         Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one 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) that applies to our executive officers.         Pursuant to our Corporate Governance Guidelines and our insider trading policy, our directors and executive officers 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 or from entering into any pledge arrangements that use our company's stock as collateral for a loan or other purposes. Compensation Tables Summary Compensation Table for Fiscal 2019         The table below shows the compensation for each of our NEOs for the applicable fiscal years: Name and Principal Position   Fiscal Year   Salary ($)(1)   Stock Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   All Other Compensation ($)(1)(4)   Total ($)(1)(5)   Thomas C. Chubb III   ​ 2019   ​ 880,000   ​ 1,222,400   ​ 493,680   ​ 159,548   ​ 2,755,628   Chairman, Chief Executive   ​ 2018   ​ 875,192   ​ 1,113,420   ​ 678,480   ​ 156,276   ​ 2,823,368   Officer and President   ​ 2017   ​ 851,154   ​ 957,600   ​ 917,415   ​ 112,401   ​ 2,838,570   Thomas E. Campbell     2019     425,000     458,400     119,213     80,413     1,083,026   Executive Vice President-     2018     422,500     397,650     163,838     76,953     1,060,940   People & Technology     2017     410,154     280,000     221,038     61,830     973,022   K. Scott Grassmyer   ​ 2019   ​ 425,000   ​ 458,400   ​ 119,213   ​ 80,413   ​ 1,083,026   Executive Vice President-Finance,   ​ 2018   ​ 422,500   ​ 397,650   ​ 163,838   ​ 76,956   ​ 1,060,944   Chief Financial Officer and Controller   ​ 2017   ​ 410,154   ​ 280,000   ​ 221,038   ​ 61,831   ​ 973,022   Michelle M. Kelly     2019     564,928     397,280     500,995     44,984     1,508,187   Chief Executive Officer, Lilly Pulitzer     2018     546,923     413,556     195,030     52,682     1,208,192       2017     544,615     728,000     125,928     39,530     1,438,074   Douglas B. Wood   ​ 2019   ​ 742,499   ​ 397,280   ​ —   ​ 85,118   ​ 1,224,897   Chief Executive Officer, Tommy Bahama   ​ 2018   ​ 739,191   ​ 413,556   ​ 376,002   ​ 97,538   ​ 1,626,287   ​   ​ 2017   ​ 744,688   ​ 364,000   ​ 757,050   ​ 57,368   ​ 1,923,107   (1) Compensation for fiscal 2019 and fiscal 2018 may not be directly comparable to compensation paid in respect of fiscal 2017, as amounts in respect of "Salary" and "All Other Compensation" represent amounts paid during the applicable 52-week fiscal periods for fiscal 2019 and fiscal 2018 compared to the 53-week fiscal 2017 period. (2) Represents the aggregate grant date fair value of service-based and performance-based equity incentive compensation awards approved in fiscal 2019, fiscal 2018 and fiscal 2017, as applicable, computed in accordance with FASB ASC Topic 718. Awards with performance conditions are computed based on the probable outcome of the target performance conditions as of the grant date for the award. Information about the assumptions used to value these awards can be found under the captions "Equity Compensation" and "Long-Term Stock Incentive Plan" in Notes 1 and 8, respectively, in our 2019 Annual Report on Form 10-K and as described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation." With respect to the value of performance-based restricted share awards included for fiscal 2019, the following sets forth the grant date fair value that was included in the table above (as also set forth below under "—Grants of Plan-Based Awards in Fiscal 2019") and the corresponding grant date fair value of these awards assuming the maximum level of performance conditions was met: Name   Fair Value included in Summary Compensation Table ($)   Fair Value Assuming Maximum Performance ($)   Thomas C. Chubb III   ​ 855,680   ​ 1,711,360   Thomas E. Campbell     320,880     641,760   K. Scott Grassmyer   ​ 320,880   ​ 641,760   Michelle M. Kelly     278,096     556,192   Douglas B. Wood   ​ 278,096   ​ 556,192   (3) Amounts reported under "Non-Equity Incentive Plan Compensation" reflect cash incentive awards earned by each of our NEOs in respect of company and/or operating group performance during the applicable fiscal year, as described above under "—Compensation Discussion and Analysis—Short-Term Incentive Compensation." ​ 26    2020 PROXY STATEMENT Table of Contents (4) Amounts reported under "All Other Compensation" for fiscal 2019 reflect the following amounts: Name   Executive Health Insurance ($)   Company Contributions to Defined Contribution Plans ($)   Company Contributions to Non-Qualified Deferred Compensation Plan ($)   Dividends on Unvested Stock Awards ($)   Thomas C. Chubb III   ​ 34,551   ​ 14,021   ​ 53,327   ​ 57,650   Thomas E. Campbell     34,551     14,021     13,056     18,786   K. Scott Grassmyer   ​ 34,551   ​ 14,021   ​ 13,056   ​ 18,786   Michelle M. Kelly     —     14,021     —     30,963   Douglas B. Wood   ​ —   ​ 14,021   ​ 34,954   ​ 36,143   In addition, our NEOs, from time to time, may receive discounts on merchandise purchased directly from our company or complimentary meals at our Tommy Bahama restaurants. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table. (5) Totals may not add due to rounding. Grants of Plan-Based Awards in Fiscal 2019         The following table presents information for fiscal 2019 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2019 performance, as described above under"—Compensation Discussion and Analysis—Short-Term Incentive Compensation."                                 All other stock awards: Number of shares of stock (#)(3               Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   Grant Date Fair Value of Stock Awards ($)(4 )       Grant Date   Name   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Thomas C. Chubb III   ​ ​   ​ 220,000   ​ 880,000   ​ 1,540,000   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ 2,800   ​ 11,200   ​ 22,400   ​ ​   ​ 855,680   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ 4,800   ​ 366,720   Thomas E. Campbell           53,125     212,500     371,875                                     3/19/19                       1,050     4,200     8,400           320,880       3/19/19                                         1,800     137,520   K. Scott Grassmyer   ​ ​   ​ 53,125   ​ 212,500   ​ 371,875   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ 1,050   ​ 4,200   ​ 8,400   ​ ​   ​ 320,880   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ 1,800   ​ 137,520   Michelle M. Kelly           85,088     340,350     595,613                                     3/19/19                       910     3,640     7,280           278,096       3/19/19                                         1,560     119,184   Douglas B. Wood   ​ ​   ​ 111,375   ​ 445,500   ​ 779,625   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ 910   ​ 3,640   ​ 7,280   ​ ​   ​ 278,096   ​   ​ 3/19/19   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ 1,560   ​ 119,184   (1) Reflects potential cash incentive awards in respect of company and/or operating group performance during fiscal 2019 under our short-term cash incentive program, which is described above under"—Compensation Discussion and Analysis—Short-Term Incentive Compensation." (2) Reflects potential restricted stock awards in respect of our performance during fiscal 2019 under the LTIP, which is described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation." (3) Reflects service-based restricted shares granted under the LTIP. All of the awards cliff vest on April 8, 2022. These stock awards are described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation." (4) The values for stock awards in this column are computed in accordance with FASB ASC Topic 718. For awards with performance conditions, the grant date fair value assumes achievement at target performance. ​ 2020 PROXY STATEMENT    27 ​ Table of Contents Outstanding Equity Awards at Fiscal 2019 Year-End         The following table provides information with respect to unvested equity awards held by our NEOs as of February 1, 2020. Our NEOs did not hold any unexercised stock options at the end of fiscal 2019.     Stock Awards   Name   Number of Shares or Units of Stock That Have Not Vested (#)(1)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)   Thomas C. Chubb III   ​ 49,672   ​ 3,447,237   Thomas E. Campbell     16,713     1,159,882   K. Scott Grassmyer   ​ 16,713   ​ 1,159,882   Michelle M. Kelly     24,405     1,693,707   Douglas B. Wood   ​ 17,905   ​ 1,242,607   (1) The unvested equity awards held by our NEOs at the end of fiscal 2019 consist of various service-based restricted shares; performance-based restricted shares (which are subject to additional service requirements prior to vesting); and special, limited service-based restricted shares granted to Ms. Kelly in March 2017, as follows: Thomas C. Chubb III •         Target Compensation Levels / Mix.    In recent years, our compensation committee has generally utilized the median of total cash compensation (base salary and cash incentive awards) for similar positions identified using industry and general market data, as well as that of similarly situated executives at the peer company group, as a guideline for evaluating and approving the target total cash compensation for our executive officers generally. In establishing specific base salary amounts and cash incentive award target amounts payable to any individual executive officer, our compensation committee takes into consideration a number of factors, such as the specific individual's duration with our company and in a specific role, prior performance and accomplishment of significant business strategies, the size of an operating group or business unit, the oversight and other responsibilities of the individual, the 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. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 2015 was below the median of industry and general market data studied by our compensation committee.         In approving the amount of long-term equity compensation granted 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 2015 equity compensation program, which is described under"—Long-Term Equity Incentive Compensation, " 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 compensation. In approving the total target compensation of 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.         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 compensation for our most senior executive officers who are more likely to have a strong and direct impact in achieving strategic and financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by tying pay to performance and subjecting a meaningful proportion of our NEOs' total compensation to the achievement of company and/or operating group performance that benefits our company and shareholders. As illustrated below, a significant portion of our NEOs' total target direct compensation for fiscal 2015 was performance based. CEO Other NEOs         The information in the chart above for Other NEOs excludes (1) compensation approved for Mr. Maidment, as a significant portion of Mr. Maidment's fiscal 2015 compensation was tied to the successful sale of our former Ben Sherman Group, and (2) cash long-term incentive compensation specifically approved for Mr. Beaumont during fiscal 2014 in anticipation of his pending retirement, all of which are described under"—Other Special Incentives." 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 for our other executive officers. Table of Contents Base Salaries for Fiscal 2015         Chief Executive Officer's Review.    In March 2016, our compensation committee evaluated Mr. Chubb's performance during fiscal 2015. As part of its review, our compensation committee considered the company's performance and achievements during fiscal 2015, including in particular: • the successful sale of our former Ben Sherman Group for a transaction price approaching $64 million; • successful implementation of executive succession plans at our key Tommy Bahama and Lilly Pulitzer operating groups, with Mr. Douglas B. Wood being promoted to CEO, Tommy Bahama Group at the beginning of fiscal 2016 and Ms. Michelle M. Kelly being promoted to CEO, Lilly Pulitzer Group in April 2016 when their respective predecessors retired; • increased top- and bottom-line performance for the company on a consolidated basis, despite an overwhelmingly challenging consumer retail environment; and • execution and/or progress with respect to several other strategic initiatives for our organization. Base Salaries for our NEOs         Following a review of relevant market data with respect to each of our NEOs, individual performance and contributions to our company and the financial performance of our company and various business units, our compensation committee approved the following merit-based increases in base salary (effective April 2015):     Base Salary             Percentage Change     Name   Fiscal 2015   Fiscal 2014     Thomas C. Chubb III   $ 800,000   $ 775,000   ​ 3.2 %   K. Scott Grassmyer   $ 385,000   $ 360,000     6.9 %   Scott A. Beaumont   $ 600,000   $ 550,000   ​ 9.1 %   Thomas E. Campbell   $ 385,000   $ 360,000     6.9 %   Mark Maidment   $ 319,200   $ 304,000   ​ 5.0 %   Terry R. Pillow   $ 875,000   $ 850,000     2.9 %   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.         For fiscal 2015, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 2015 program was generally similar in structure and operation to the program established in recent years.         Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2015, as follows:     Cash Incentive Awards (% of Base Salary)     Name   At Threshold   At Target   At Maximum     Thomas C. Chubb III   ​ 25 % ​ 100 % ​ 175 %   K. Scott Grassmyer     12.5 %   50 %   87.5 %   Scott A. Beaumont   ​ 12.5 % ​ 50 % ​ 87.5 %   Thomas E. Campbell     12.5 %   50 %   87.5 %   Terry R. Pillow   ​ 15 % ​ 60 % ​ 105 %           For cash incentive awards that could become payable to Mr. Chubb, Mr. Grassmyer and/or Mr. Campbell, our compensation committee approved individual performance measures based on profit before taxes, as adjusted for specifically identified non-recurring or unusual items (PBT), of our company and each of our operating groups. The total cash incentive award for each of these individuals was comprised of distinct performance measure components tied to our company as a Table of Contents whole, as well as each of our operating groups individually. PBT is a performance measure which we believe drives 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. Beaumont, the incentive award was based entirely on our Lilly Pulitzer Group's satisfaction of applicable PBT targets. For cash incentive awards that could become payable to Mr. Pillow, the incentive award was based entirely on Tommy Bahama Group's satisfaction of applicable PBT targets.         For each of these individuals, no cash incentive would be payable under the EPIP unless the applicable threshold performance measure for the applicable operating group was satisfied.         Although a cash incentive award was approved by our compensation committee for Mr. Maidment in respect of fiscal 2015, the incentive award was superseded by the terms of his Incentive and Settlement Agreement approved in connection with us pursuing a sale of our former Ben Sherman Group.         In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2015, our compensation committee took into consideration our original budgeted plans for the fiscal year and anticipated changes in our business(es) from the prior year. • For purposes of the cash incentive award for Mr. Chubb, Mr. Grassmyer and Mr. Campbell, the table below sets forth 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 2015; the applicable weighting allocated to each of our operating groups and our company as a whole; and the weighted contribution to the actual incentive award earned by each of these executive officers. • For purposes of the cash incentive awards to Mr. Beaumont and Mr. Pillow, the table below includes the threshold, target and maximum performance targets established by our compensation committee for our Lilly Pulitzer Group and Tommy Bahama Group, respectively, and the actual performance of each of those operating groups during fiscal 2015.                         Weighting for Corporate Composite Bonus   Weighted Contribution to Actual Corporate Composite Bonus Earned         Performance Target       Actual Achievement as a Percent of Target         Actual Performance     Performance Measure(s) ($ in 000s)   Threshold   Target   Maximum     PBT of total company   $ 54,403   $ 63,073   $ 71,743   $ 70,096   ​ 160.8 % ​ 50.0 % ​ 80.4 %   PBT of Tommy Bahama Group   $ 41,066   $ 48,313   $ 55,560     < Threshold     0 %   30.0 %   0 %   PBT of Lilly Pulitzer Group   $ 27,999   $ 32,940   $ 37,881   ​ > Maximum   ​ 175 % ​ 10.0 % ​ 17.5 %   PBT of Lanier Clothes   $ 5,200   $ 7,900   $ 10,600   $ 7,593     91.5 %   6.0 %   5.5 %   PBT of Ben Sherman Group*   ​ —   ​ —   ​ —   ​ —   ​ 175 % ​ 4.0 % ​ 7.0 %   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                                   100.0 %   110.4 %   * The methodology for determining the contribution of our Ben Sherman Group operations towards the composite cash incentive for Messrs. Chubb, Grassmyer and Campbell, as approved by our compensation committee, was adjusted based on our successful sale of the Ben Sherman Group.         The target PBT for each group and for total company were generally in line with our original forecast for fiscal 2015, except the component performance targets for each of our operating groups and our total company were set higher than our forecast (other than Lilly Pulitzer, which was based on our original budget), emphasizing for our executive management the necessity to exceed our own plans in order to receive a target level incentive award. In addition, in furtherance of our objective to drive sustained, profitable growth within our organization, our total company, Tommy Bahama and Lilly Pulitzer target performance goals were set at levels requiring improvement in PBT relative to the actual fiscal 2014 results. Table of Contents         Based on our fiscal 2015 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2015: Name   Bonus Award at Target ($)   Bonus Award Earned (as % of Target)   Bonus Award Earned ($)   Thomas C. Chubb III   $ 800,000   ​ 110.4 % $ 883,200   K. Scott Grassmyer   $ 192,500     110.4 % $ 212,520   Scott A. Beaumont   $ 300,000   ​ 175 % $ 525,000   Thomas E. Campbell   $ 192,500     110.4 % $ 212,520   Terry R. Pillow   $ 525,000   ​ 0 % $ 0           Although our compensation committee retains "downward discretion" to reduce (but not to increase) the total cash incentive awards payable to any of our NEOs, it did not exercise its discretion in respect of fiscal 2015. Long-Term Equity Incentive Compensation         Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. In March 2015, our compensation committee approved the equity compensation program for fiscal 2015.         For fiscal 2015, the program consisted solely of performance-based restricted stock awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievement of certain earnings per share performance goals for our company during fiscal 2015. Any restricted shares earned by recipients would be further subject to a two year vesting period, with the shares subject to cliff vesting on April 16, 2018.         The table below sets forth the awards approved by our compensation committee for each participating NEO for the fiscal 2015 LTIP program.     Performance-Based Restricted Shares (# of shares)   Name   At Threshold   At Target   At Maximum   Thomas C. Chubb III   ​ 2,588   ​ 10,350   ​ 18,113   K. Scott Grassmyer     913     3,650     6,388   Thomas E. Campbell   ​ 913   ​ 3,650   ​ 6,388   Terry R. Pillow     1,813     7,250     12,688           The 2015 earnings per share performance goals established by the compensation committee for the performance-based restricted stock awards were as follows: threshold—$3.10; target—$3.65; and maximum—$4.20. Our actual fiscal 2015 earnings per share, as defined under the program, was $3.68. The earnings per share for our performance-based restricted stock awards differs from the adjusted earnings per share that we report in our earnings releases based on the earnings per share definition established by the compensation committee in connection with approving the performance goals and awards under the fiscal 2015 LTIP program.         As a result of our performance, 104.1% of the target performance-based restricted shares for fiscal 2015 were earned. From the actual grant of earned restricted shares in March 2016 through the applicable vesting date, our participating NEOs receive dividends on these restricted shares and are entitled to voting rights. The fiscal 2015 equity awards would generally be forfeited if the recipient is not continuously employed by us through April 16, 2018. Accelerated vesting of the award is limited to a "double trigger" scenario (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 acquiror without cause). In addition, amounts received or that may be received under the fiscal 2015 equity compensation program are subject to a clawback provision in the event of certain material restatements of our financial statements.         In light of the cash long-term incentive compensation approved for Mr. Beaumont during fiscal 2014 in anticipation of his pending retirement and the Incentive and Settlement Agreement approved for Mr. Maidment tied to a successful sale of our former Ben Sherman Group, all of which are described under"—Other Special Incentives," our compensation committee did not approve equity awards to either Mr. Beaumont or Mr. Maidment in respect of fiscal 2015. Table of Contents Other Special Incentives Mr. Beaumont         In order to encourage the retention of Mr. Beaumont, the now retired CEO of our Lilly Pulitzer Group, and ensure an orderly transition, our compensation committee approved two special cash long-term incentive opportunities for him during fiscal 2014.         Specifically, the compensation committee approved a cash long-term incentive compensation award based on Lilly Pulitzer's cumulative PBT performance over a seven-quarter performance period from the second quarter of fiscal 2014 through the fourth quarter of fiscal 2015. At the end of the performance period, the plan provided that Mr. Beaumont would be entitled to a one-time payout of up to $3 million at maximum PBT performance over the performance period, with a target payout of $1 million and a target PBT goal which we considered to be robust. Based on the actual performance of our Lilly Pulitzer Group over the applicable performance period, the maximum $3 million payout was paid to Mr. Beaumont in April 2016. In addition, our compensation committee approved a special succession planning bonus with a one-time payout of $750,000, which was also paid to Mr. Beaumont in April 2016 based on the successful implementation of an approved succession and transition plan.         Our compensation committee believed these award opportunities were appropriate as an effective retention incentive that took into consideration the conclusion of Mr. Beaumont's employment and earnout agreements during fiscal 2014 (both of which were entered into in connection with our 2010 acquisition of the Lilly Pulitzer Group operations) and in order to ensure a smooth transition with any future management succession. Mr. Maidment         In connection with our pursuit of a sale of our former Ben Sherman Group during fiscal 2015, which we publicly announced in March 2015, our compensation committee approved us entering into a special Incentive and Settlement Agreement with Mr. Maidment, then the CEO of our Ben Sherman Group. The aggregate amount payable to Mr. Maidment pursuant to this agreement was £535,500 (or $813,960) (inclusive of reimbursement of out-of-pocket legal fees incurred by Mr. Maidment in connection with entering into this agreement), with the specific amount to be received by him tied to, among other things, the successful sale of our Ben Sherman Group, certain amounts subject to Mr. Maidment's continued employment with Ben Sherman following the transaction to support transition efforts (if desired by the acquiror), and certain amounts taking into consideration other factors such as the financial performance of our former Ben Sherman Group through the closing date of a sale transaction. The aggregate amount payable under Mr. Maidment's Incentive and Settlement Agreement was based, in part, on the cash incentive opportunity and previously unvested equity awards he would forfeit immediately upon the closing of a transaction. Our compensation committee believed that this agreement was appropriate and customary as a retention incentive to facilitate a smooth transaction process and to further align the interests of our company and our shareholders with that of potential acquirors. In connection with the sale transaction, the aggregate £535,500 (or $813,960) was paid to Mr. Maidment.         In addition, following the conclusion of our sale of our former Ben Sherman Group, Mr. Maidment resigned from his position as CEO of our former Ben Sherman Group. Subsequent to his departure from Ben Sherman, we engaged Mr. Maidment for a six month term to provide consulting services with respect to, among other things, providing insight into various lifestyle brands. Other Benefit Plans and Perquisites         Retirement Savings Plan.    During fiscal 2015, we provided retirement benefits to our eligible employees, including our NEOs based in the United States, under the terms of our tax-qualified retirement savings plan (which we also refer to as our "401(k) plan"). Our 401(k) plan is intended to promote retirement savings by providing employees with an opportunity to save in a tax-efficient manner. During calendar year 2015, we made matching contributions to participants who had achieved a minimum of one year of service under the plan of (1) 100% of the first 3% of the participant's compensation that is deferred and (2) 50% of the next 2% of the participant's compensation that was deferred.         Our company contributions under the 401(k) plan are subject to limitations prescribed by the Internal Revenue Code. Our company contributions to the 401(k) plan vest immediately. Our eligible NEOs are permitted to make contributions to the plan solely from pre-tax compensation and participate in our 401(k) plan on the same terms as other "highly compensated employees" (determined under applicable Internal Revenue Service guidelines) of our company. During fiscal 2015, Messrs. Chubb, Grassmyer, Beaumont and Campbell participated in our 401(k) plan. Company contributions for each NEO Table of Contents during fiscal 2015 under our 401(k) plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2015." Mr. Maidment, as a U.K.-based executive officer, was not eligible to participate in our 401(k) plan.         Non-Qualified Deferred Compensation Plan.    We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the "Deferred Compensation Plan," to certain highly compensated employees based in the United States, including our U.S.-based NEOs (other than Mr. Beaumont, who was an employee of our Lilly Pulitzer Group, which does not currently participate in our Deferred Compensation Plan). Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2015, Messrs. Chubb, Grassmyer, Campbell and Pillow participated in the Deferred Compensation Plan. Mr. Maidment, as a U.K.-based executive officer, was not eligible to participate in our Deferred Compensation Plan.         All deferral elections are irrevocable except in the case of a hardship. In respect of calendar year 2015, we made a contribution to each participant's account of (1) 4% of the amount that a participant's compensation during the calendar year exceeded the 401(k) compensation limit for the calendar year (which for calendar year 2015 was $265,000), and (2) 4% of any compensation that is excluded from receiving a company match in the 401(k) plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary following enrollment in the Deferred Compensation Plan. Company contributions for each NEO during fiscal 2015 under our Deferred Compensation Plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2015."         The Deferred Compensation Plan is intended to offer our highly compensated employees, including our eligible NEOs, a tax-efficient method for accumulating retirement savings, as well as to provide an opportunity for our executives to accumulate savings in a tax-efficient manner for significant expenses while continuing in service. The Deferred Compensation Plan constitutes 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 Deferred Compensation Plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating NEOs with the long-term interests of our shareholders.         Because none of our NEOs received above-market, fixed rates of return under the Deferred Compensation Plan, earnings under the plan are not included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2015." Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 2015 are described below under "—Compensation Tables—Fiscal 2015 Non-Qualified Deferred Compensation."         Ben Sherman Group Personal Pension Scheme.    Our former Ben Sherman Group established a group personal pension scheme registered with Her Majesty's Revenue and Customs (HMRC). Participation in the plan was limited to management staff and certain other executives of our former Ben Sherman Group who are resident in the United Kingdom. Under the terms of Mr. Maidment's prior employment contract, our Ben Sherman Group contributed an amount equal to 5% of Mr. Maidment's base salary to his pension scheme account (which was the customary contribution rate for other participants of our former Ben Sherman Group).         Executive Medical Insurance Plans.    During calendar year 2015, certain key employees based in the United States, including Messrs. Chubb, Grassmyer and Campbell, were eligible to receive reimbursement of qualified medical expenses in an amount up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance plan reimburses eligible executives for reasonable, medically necessary expenses that are not covered under a base medical plan. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive officer's beneficiary the lump sum amount in the event of death as a result of a covered accident. Starting with calendar year 2016, the executive medical insurance was procured through a third party insurer providing substantially the same benefits as were in effect during calendar year 2015. In addition, pursuant to the terms of Mr. Beaumont's employment agreement when we acquired the Lilly Pulitzer brand and operations in 2010, we agreed to pay the health, dental, life and long-term disability insurance premiums for Mr. Beaumont and his dependents on his behalf.         Our former Ben Sherman Group maintained a private medical insurance plan for management staff and certain other executives, which Mr. Maidment participated in during fiscal 2015. The medical plan was a "top-up" plan providing access to private healthcare facilities for certain illnesses and surgical procedures.         Company contributions for each NEO during fiscal 2015 under our executive medical insurance plan or the Ben Sherman Group private medical insurance plan (for the period during which we owned the Ben Sherman Group), as applicable, and the Table of Contents payment of premiums for Mr. Beaumont and his dependents are included in the table below under"—Compensation Tables—Summary Compensation Table for Fiscal 2015."         Income Protection Scheme.    Our former Ben Sherman Group maintained an income protection scheme insured by a third party that is available to individuals participating in the group's pension scheme. 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. Mr. Maidment was a participant in this health insurance scheme. Company contributions to Mr. Maidment during fiscal 2015 under this health insurance scheme, for the period during which we owned the Ben Sherman Group, are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2015."         Car Allowance.    Consistent with the terms set forth in Mr. Maidment's prior employment agreement, Mr. Maidment was entitled to a car allowance of £8,000 (or $12,160) per year, which he received 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, and to participate in certain other benefit plans available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries and/or are based on residency requirements.         Merchandise Discounts.    From time to time, our NEOs receive discounts on merchandise purchased directly from our distribution centers or through our 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. Written Arrangements         Subject to the effect of local labor laws, all of our employees are terminable at our discretion. We do not currently have a written employment agreement with any of our continuing NEOs. However, certain of the terms of Mr. Beaumont's employment with our Lilly Pulitzer Group, such as our payment of the health, dental, life and long-term disability insurance premiums for Mr. Beaumont and his dependents, continued throughout fiscal 2015 consistent with the terms of an employment agreement we entered into with Mr. Beaumont in connection with our acquisition of the Lilly Pulitzer brand and operations in December 2010. The term of that employment agreement expired on January 31, 2015. Clawback Policy         In March 2015, we adopted a recoupment or "clawback" policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover incentive-based compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we announce that we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.         Under the policy, the amount to be recovered will be determined by the compensation committee taking into account such considerations as it deems appropriate, including the overpayment relative to the incentive based-compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our short or long-term incentive compensation or bonus plans, including but not limited to the LTIP and the EPIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy. Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy         Our Board has established stock ownership guidelines for our executive officers, including the NEOs. 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 appointment to the applicable position. Pursuant to these guidelines, 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—4.0x; President—2.5x; Executive Vice Presidents—2.0x; and All Other Executive Officers—1.5x. Table of Contents         Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one 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) that applies to our executive officers, including our NEOs.         Pursuant to our Corporate Governance Guidelines 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 or from entering into any pledge arrangements that use our company's stock as collateral for a loan or other purposes. 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 $1,000,000 during any year. The limitation does not apply to compensation based on achievement of pre-established performance goals if certain requirements are met. Our EPIP and LTIP are structured to permit certain awards to qualify as performance-based compensation to maximize the tax deductibility of such awards. Our compensation committee, as it deems appropriate, uses and intends to use performance-based compensation to limit the amount of compensation paid by us that would not be eligible for deductibility. However, our compensation committee believes that we must be able to attract, retain and reward the executive leadership necessary to develop and execute our strategic plans and that the loss of a tax deduction may be necessary and appropriate in some circumstances. Accordingly, our compensation committee may exercise its discretion to award compensation in excess of the Section 162(m) limits as it deems necessary or appropriate. Compensation Tables Summary Compensation Table for Fiscal 2015         The table below shows the compensation for each of our NEOs for the applicable fiscal years: Name and Principal Position   Fiscal Year   Salary ($)   Bonus   Stock Awards ($)(1)   Non-Equity Incentive Plan Compensation ($)(2)   All Other Compensation ($)(3)   Total ($)   Thomas C. Chubb III   ​ 2015   ​ 796,154   ​ —   ​ 605,061   ​ 883,200   ​ 86,978   ​ 2,371,393   Chairman, Chief Executive   ​ 2014   ​ 767,308   ​ —   ​ 1,067,430   ​ 614,575   ​ 52,232   ​ 2,501,544   Officer and President   ​ 2013   ​ 725,000   ​ —   ​ 544,800   ​ 167,475   ​ 69,107   ​ 1,506,382   K. Scott Grassmyer     2015     381,154     —     213,379     212,520     44,291     851,344   Executive Vice President-Finance,     2014     354,615     —     414,460     142,740     29,122     940,937   Chief Financial Officer     2013     320,000     —     272,400     37,538     42,200     672,138   and Controller                                             Scott A. Beaumont   ​ 2015   ​ 592,308   ​ —   ​ —   ​ 3,525,000   ​ 18,457   ​ 4,135,765   Retired CEO, Lilly Pulitzer Group   ​ 2014   ​ 540,192   ​ —   ​ —   ​ 481,250   ​ 20,879   ​ 1,042,321   ​   ​ 2013   ​ 490,385   ​ —   ​ —   ​ 53,500   ​ 18,275   ​ 562,160   Thomas E. Campbell     2015     381,154     —     213,379     212,520     54,395     861,448   Executive Vice President-Law and     2014     354,615     —     414,460     142,740     23,299     935,115   Administration, General Counsel     2013     320,000     —     272,400     37,538     28,226     658,164   and Secretary                                             Mark Maidment(4)   ​ 2015   ​ 149,551   ​ 813,960   ​ —   ​ —   ​ 95,177   ​ 1,058,688   Former CEO, Ben Sherman Group   ​     ​     ​     ​     ​     ​     ​     Terry R. Pillow     2015     871,152     —     423,835     —     53,097     1,348,084   Retired CEO, Tommy Bahama Group     2014     845,190     —     825,010     214,710     37,205     1,922,115       2013     800,199     —     544,800     54,450     71,261     1,470,710   (1) The values for stock awards in this column represent the grant date fair value of performance-based equity incentive compensation awards approved in fiscal 2015, fiscal 2014 and fiscal 2013, computed in accordance with FASB ASC Topic 718; however, pursuant to SEC regulations, no reduction has been applied for estimated forfeitures. Awards with performance conditions are computed based on the probable outcome of the performance conditions as of the grant date for the award. Information about the assumptions used to value these awards can be found under the captions "Equity Compensation" and "Long-Term Stock Incentive Plan" in Notes 1 and 7, respectively, in our Fiscal 2015 Annual Report on Form 10-K. For fiscal 2013, the performance conditions under these stock awards were not met and ultimately no amounts were received by our NEOs. Assuming the maximum level of performance conditions was met for the performance-based restricted share awards during fiscal 2015, the grant date fair value of these awards for our NEOs would be as follows: Mr. Chubb—$1,058,886; Mr. Grassmyer—$373,442; Mr. Campbell—$373,442; and Mr. Pillow—$741,740. Table of Contents (2) Amounts reported under "Non-Equity Incentive Plan Compensation" reflect cash incentive awards earned by each of our NEOs in respect of company and/or operating group performance during the applicable fiscal year under our EPIP, as described above under "—Compensation Discussion and Analysis—Short-Term Incentive Compensation" and, with respect to Mr. Beaumont, as described above under "—Compensation Discussion and Analysis—Other Special Incentives." (3) Amounts reported under "All Other Compensation" for fiscal 2015 reflect the following amounts: Name   Company Paid Life Insurance ($)   Executive Health Insurance ($)   Company Contributions to Defined Contribution Plans ($)   Company Contributions to Non-Qualified Deferred Compensation Plan ($)   Car Allowance   Dividends on Unvested Stock Awards ($)   Post- Employment Consulting Arrangements   Thomas C. Chubb III   ​ 365   ​ 8,918   ​ 9,507   ​ 47,644   ​ —   ​ 20,545   ​ —   K. Scott Grassmyer     —     14,967     10,129     11,111     —     8,084     —   Scott A. Beaumont   ​ —   ​ 3,642   ​ 10,718   ​ —   ​ —   ​ 4,097   ​ —   Thomas E. Campbell     —     25,178     10,022     11,111     —     8,084     —   Mark Maidment   ​ 614   ​ 1,663   ​ 7,478   ​ —   ​ 5,622   ​ —   ​ 79,800   Terry R. Pillow     163     —     —     33,406     —     19,528     —   In addition, our NEOs, from time to time, receive discounts on merchandise purchased directly from our distribution centers or through our direct to consumer channels and may, from time to time, receive complimentary meals at our Tommy Bahama restaurants or allowances for apparel merchandise. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table. (4) Compensation paid to Mr. Maidment is denominated in pounds sterling; the compensation paid to Mr. Maidment has been restated to U.S. dollars based on an exchange rate of pounds sterling 1.00 = U.S. $1.52, which represents the average month-end exchange rate during fiscal 2015 that was used for fiscal 2015 financial reporting purposes. Grants of Plan-Based Awards in Fiscal 2015         The following table presents information for fiscal 2015 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2015 performance under our EPIP or other special cash long-term incentive opportunities.         Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   Grant Date Fair Value of Stock Awards ($)(3)       Grant Date   Name   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Thomas C. Chubb III   ​ ​   ​ 200,000   ​ 800,000   ​ 1,400,000   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​ 3/19/15   ​ ​   ​ ​   ​ ​   ​ 2,588   ​ 10,350   ​ 18,113   ​ 605,061   K. Scott Grassmyer           48,125     192,500     336,875                               3/19/15                       913     3,650     6,388     213,379   Scott A. Beaumont   ​ ​   ​ 75,000   ​ 300,000   ​ 525,000   ​ ​   ​ ​   ​ ​   ​ ​   Thomas E. Campbell           48,125     192,500     336,875                               3/19/15                       913     3,650     6,388     213,379   Terry R. Pillow   ​ ​   ​ 131,250   ​ 525,000   ​ 918,750   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​ 3/19/15   ​ ​   ​ ​   ​ ​   ​ 1,813   ​ 7,250   ​ 12,688   ​ 423,835   (1) Reflects potential cash incentive awards in respect of company and/or operating group performance during fiscal 2015 under the EPIP, which is described above under"—Compensation Discussion and Analysis—Short-Term Incentive Compensation." (2) Reflects potential restricted stock awards in respect of our performance during fiscal 2015 under the LTIP, which is described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation." (3) The values for stock awards in this column are computed in accordance with FASB ASC Topic 718. For awards with performance conditions, the grant date fair value assumes achievement at target performance. Pursuant to SEC regulations, no reduction has been applied for estimated forfeitures. Table of Contents Outstanding Equity Awards at Fiscal 2015 Year-End         The following table provides information with respect to unvested equity awards held by our NEOs as of January 30, 2016. Our NEOs did not hold any unexercised stock options at the end of fiscal 2015.     Stock Awards   Name   Number of Shares or Units of Stock That Have Not Vested (#)(1)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)   Thomas C. Chubb III   ​ 31,319   ​ 2,187,945   K. Scott Grassmyer     11,884     830,216   Scott A. Beaumont   ​ 4,097   ​ 286,216   Thomas E. Campbell     11,884     830,216   Terry R. Pillow   ​ 27,075   ​ 1,891,460   (1) The unvested equity awards held by our NEOs at the end of fiscal 2015 consist of performance-based restricted share units awarded in respect of fiscal 2012 performance,5,130 service-based restricted shares granted in March 2014,2017 that vested on April 9, 2020 ​ • 15,023 performance-based restricted shares awardedgranted in March 2015 in respect of fiscal 2014 performance, and performance-based restricted shares awarded in March 20162018 in respect of actual fiscal 20152017 performance (all which are subject to additional service requirements prior to vesting) as follows: Name   Fiscal 2012 RSUs   Vesting Date for Fiscal 2012 RSUs   Fiscal 2014 Service-Based Restricted Shares   Fiscal 2014 Performance- Based Restricted Shares   Vesting Date for Fiscal 2014 Service-Based and Performance- Based Restricted Shares   Fiscal 2015 Performance- Based Restricted Shares   Vesting Date for Fiscal 2015 Performance- Based Restricted Shares   Thomas C. Chubb III   ​ 6,553   ​ March 31, 2016   ​ 3,300   ​ 10,692   ​ April 14, 2017   ​ 10,774   ​ April 16, 2018   K. Scott Grassmyer     2,663     March 31, 2016     1,650     3,771     April 14, 2017     3,800     April 16, 2018   Scott A. Beaumont   ​ 4,097   ​ March 31, 2016   ​ —   ​ —   ​ —   ​ —   ​ —   Thomas E. Campbell     2,663     March 31, 2016     1,650     3,771     April 14, 2017     3,800     April 16, 2018   Terry R. Pillow   ​ 8,738   ​ March 31, 2016   ​ 3,300   ​ 7,490   ​ April 14, 2017   ​ 7,547   ​ April 16, 2018   (2) The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $69.86, the per-share closing price of our common stock on January 30, 2016. April 9, 2020 ​ Option Exercises and Stock Vested During Fiscal 2015 •         There were no stock options exercised or4,200 service-based restricted shares granted in March 2018 that vested for anyvest on April 9, 2021 ​ • 9,800 performance-based restricted shares granted in March 2019 in respect of our NEOs duringactual fiscal 2015.2018 performance that vest on April 9, 2021 ​ Fiscal 2015 Non-Qualified Deferred Compensation •         The following table shows the activity under our Deferred Compensation Plan for each of our NEOs during fiscal 2015. Name   Executive Contributions in Last FY ($)(1)   Registrant Contributions in Last FY ($)(2)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)(3)   Aggregate Balance at Last FYE ($)(4)(5)   Thomas C. Chubb III   ​ 16,274   ​ 47,644   ​ 3,962   ​ 9,364   ​ 286,186   K. Scott Grassmyer     18,157     11,111     (15,140 )   —     254,814   Scott A. Beaumont   ​ —   ​ —   ​ —   ​ —   ​ —   Thomas E. Campbell     22,038     11,111     (44,494 )   13,292     615,614   Terry R. Pillow   ​ 8,833   ​ 33,406   ​ 1,262   ​ —   ​ 352,041   (1) The amounts reported4,800 service-based restricted shares granted in this column are also included in the "Salary" column or the "Non-Equity Incentive Plan Compensation" column for fiscal 2015 in the Summary Compensation Table above. (2) The amounts reported in this column are also included in the "All Other Compensation" column for fiscal 2015 in the Summary Compensation Table above. (3) Represent in-service distributions received in accordance with the terms of our Deferred Compensation Plan. March 2019 that vest on April 8, 2022 ​ Table of Contents • (4) Reflects balances as of January 30, 2016. (5) The amounts reported in this column include amounts that are also reported as salary, non-equity incentive plan awards or all other compensation in the Summary Compensation Table above in fiscal 2015 and in prior years as follows: Name   Amount Included in Both Non-Qualified Deferred Compensation Table and Summary Compensation Table ($)   Amount Included in Both Non-Qualified Deferred Compensation Table and Previously Reported in Prior Years' Summary Compensation Table ($)   Total Amounts Included in Both Non-Qualified Deferred Compensation Table and Current Year or Prior Years' Summary Compensation Table ($)   Thomas C. Chubb III   ​ 63,918   ​ 308,249   ​ 372,167   K. Scott Grassmyer     29,268     111,836     141,104   Scott A. Beaumont   ​ —   ​ —   ​ —   Thomas E. Campbell     33,149     291,966     325,115   Terry R. Pillow   ​ 42,240   ​ 314,681   ​ 356,921           Under the Deferred Compensation Plan, participants may elect to have contributions during a given calendar year distributed as either: • in-service distributions starting at least two years10,719 performance-based restricted shares granted following the yearconclusion of the applicable contributions in a single sum or in annual installment payments over a period of up to five years; or • following a deemed retirement (which occurs when a participant reaches age 55 with at least five years of service) generally in a single sum or in annual installment payments over a period of up to 15 years.         Distribution of account balances in a single sum is automatically made on termination for reasons other than a deemed retirement. Participants elect to invest their account balances among a variety of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Accounts are 100% vested at all times. Potential Payments on Termination or Change of Control LTIP Awards         The fiscal 2015 equity awards, described under"—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation" above (as well as our fiscal 2012 and fiscal 2014 equity awards outstanding as of January 30, 2016), provide for "double trigger" vesting, meaning that the awards require a change of control of our company and a termination of the individual's employment either by the individual for good reason or us or our acquiror without cause (which we refer to as a "change of control termination") to accelerate vesting.         The following table summarizes the value of the shares of our common stock that would be realized by each NEO if a change of control termination had occurred on January 30, 2016 (which for this purpose assumes that the change of control of our company occurred prior to the end of fiscal 2015):2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022 Thomas E. Campbell Name   Fiscal 2012 RSUs That Would Vest upon a Change of Control Termination (#)   Fiscal 2014 Performance-Based Equity Awards That Would Vest upon a Change of Control Termination (#)   Fiscal 2014 Service-Based Restricted Shares That Would Vest upon a Change of Control Termination (#)   Fiscal 2015 Performance-Based Equity Awards That Would Vest upon a Change of Control Termination (#)(1)   Value Realized on Vesting Following a Change of Control Termination ($)(2)   Thomas C. Chubb III   ​ 6,553   ​ 10,692   ​ 3,300   ​ 10,774   ​ 2,187,945   K. Scott Grassmyer     2,663     3,771     1,650     3,800     830,216   Scott A. Beaumont   ​ 4,097   ​ —   ​ —   ​ —   ​ 286,216   Thomas E. Campbell     2,663     3,771     1,650     3,800     830,216   Terry R. Pillow   ​ 8,738   ​ 7,490   ​ 3,300   ​ 7,547   ​ 1,891,460   (1) Pursuant to • 1,500 service-based restricted shares granted in March 2017 that vested on April 9, 2020 • 4,393 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 • 1,500 service-based restricted shares granted in March 2018 that vest on April 9, 2021 • 3,500 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 • 1,800 service-based restricted shares granted in March 2019 that vest on April 8, 2022 • 4,020 performance-based restricted shares granted following the termsconclusion of the fiscal 2015 program, if a change of control termination takes place where the change of control occurs prior to the end of fiscal 2015, the individual recipients would be entitled to receive the greater of (a) the number of shares of our common stock attributable to the recipient's target number of restricted shares pursuant to the program or (b) the actual number of restricted Table of Contents shares certified by our compensation committee as having been earned. Accordingly, the table assumes the actual number of restricted shares certified by our compensation committee as having been earned would vest. (2) The value is computed by multiplying the number of shares that would vest by $69.86, the per-share closing market price of our common stock on January 30, 2016. Other Potential Post-Employment Payments         Executive Medical Insurance Plan; Other Benefit and Welfare Plans.    Upon termination of employment, our NEOs are not eligible to continue participation under the Executive Medical Plan and our other benefit and welfare plans (subject to rights to participate in continuation coverage).         General.    We did not have any other arrangement, policy or plan that would provide payments or benefits to any of our NEOs as a result of a termination of any kind, including following a change of control, other than benefits payable to salaried employees of our company on a non-discriminatory basis. NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT         In fulfilling its responsibilities, the Nominating, Compensation & Governance Committee reviewed and discussed with management the Company's Compensation Discussion and Analysis. Based on such review and discussions, the Nominating, Compensation & Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Fiscal 2015 Annual Report on Form 10-K. Respectfully submitted, Clarence H. Smith, Chairman Helen Ballard Dennis M. Love COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION         Helen Ballard, Dennis M. Love, Clarence H. Smith, and E. Jenner Wood III served on our NC&G Committee during fiscal 2015. None of them are current officers or employees of our company or any subsidiary, none of them are former officers of our company or any subsidiary and none of them has any other relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K, except for Mr. Wood, who served on our NC&G Committee for only a short duration during fiscal 2015 and is employed by SunTrust Banks, Inc., as further described below under "Certain Relationships and Related Transactions." CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS         Our Board or Executive Committee reviews all transactions that are disclosable under Item 404(a) of Regulation S-K. To help identify these related party transactions, our Legal Department maintains a list of companies and other persons with whom each director and executive officer has a potentially disclosable relationship and each director and executive officer annually completes a questionnaire that requires the disclosure of any transaction or relationship that the individual, or any member of his or her immediate family, has or will have with our company. Our Legal Department, with the assistance of other members of senior management, also reviews contemplated transactions to consider whether one of our directors or executive officers, or a company with which one of our directors or executive officers is affiliated, proposes to engage in a transaction that our Board should review.         Our Board or Executive Committee will only approve related party transactions that are in, or not inconsistent with, the best interests of our company and our shareholders. In determining whether to approve or reject a related party transaction, our Board considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to our company. Table of Contents SunTrust; Mr. Wood         Mr. E. Jenner Wood III, one of our directors, is Corporate Executive Vice President of SunTrust Banks, Inc. An affiliate of SunTrust acted as lead arranger and bookrunner in connection with our syndicated, revolving credit facility, and certain other subsidiaries of SunTrust act as agent and lender and provide other services under this facility. In addition, during fiscal 2015, we engaged an affiliate of SunTrust to provide us certain financial advisory services for which we paid SunTrust an aggregate of $50,000 and expect no further payments under such arrangement. The loan under our credit facility was made in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender and did not involve more than the normal risk of collectibility or present other unfavorable features. Our aggregate payments to SunTrust, including2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022 K. Scott Grassmyer • 1,500 service-based restricted shares granted in March 2017 that vest on April 9, 2020 ​ • 4,393 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 ​ • 1,500 service-based restricted shares granted in March 2018 that vest on April 9, 2021 ​ • 3,500 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 ​ • 1,800 service-based restricted shares granted in March 2019 that vest on April 8, 2022 ​ • 4,020 performance-based restricted shares granted following the foregoing financial advisory services, were approximately $600,000 during fiscal 2015, and these payments represented an immaterial percentageconclusion of the Company's and SunTrust's revenuesend of fiscal 2019 in 2015. Mr. Wood does not personally participate in or benefit from any aspectrespect of our relationship with SunTrust.actual fiscal 2019 performance that vest on April 8, 2022 ​ 28    2020 PROXY STATEMENT ​ Table of Contents Michelle M. Kelly AUDIT-RELATED MATTERS • 1,950 service-based restricted shares granted in March 2017 that vested on April 9, 2020 Report • 6,500 service-based restricted shares granted in March 2017 that vest on April 9, 2021 • 5,711 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 • 1,560 service-based restricted shares granted in March 2018 that vest on April 9, 2021 • 3,640 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 • 1,560 service-based restricted shares granted in March 2019 that vest on April 8, 2022 • 3,484 performance-based restricted shares granted following the conclusion of the Audit Committee end of fiscal 2019 in respect of actual fiscal 2019 performance that vest on April 8, 2022 Douglas B. Wood •         The Audit Committee, which operates under a written charter adopted by1,950 service-based restricted shares granted in March 2017 that vested on April 9, 2020 ​ • 5,711 performance-based restricted shares granted in March 2018 in respect of actual fiscal 2017 performance that vested on April 9, 2020 ​ • 1,560 service-based restricted shares granted in March 2018 that vest on April 9, 2021 ​ • 3,640 performance-based restricted shares granted in March 2019 in respect of actual fiscal 2018 performance that vest on April 9, 2021 ​ • 1,560 service-based restricted shares granted in March 2019 that vest on April 8, 2022 ​ • 3,484 performance-based restricted shares granted following the Board of Directors of Oxford Industries, Inc., is composed of independent directors and oversees, on behalfconclusion of the Boardend of Directors, the Company's financial reporting process and systemfiscal 2019 in respect of internal control over financial reporting.         In fulfilling its responsibilities, the Audit Committee has: • reviewed and discussed with management the audited financial statements included in the Company's Fiscal 2015 Annual Reportactual fiscal 2019 performance that vest on Form 10-K;April 8, 2022 • discussed with Ernst & Young LLP, the Company's independent registered public accounting firm, the matters required to be discussed under Statement (2) The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $69.40, the per-share closing price of our common stock on January 31, 2020. Option Exercises and Stock Vested During Fiscal 2019         The following table provides information concerning the vesting of restricted stock for each of our NEOs during fiscal 2019. The table reports the number of shares of stock that vested and the aggregate dollar value realized upon vesting of stock.     Stock Awards   Name   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)(1)   Thomas C. Chubb III   ​ 9,312   ​ 738,069   Thomas E. Campbell     2,833     224,544   K. Scott Grassmyer   ​ 2,833   ​ 224,544   Michelle M. Kelly     12,372     980,605   Douglas B. Wood   ​ 15,044   ​ 1,093,787   (1) The dollar amount is determined by multiplying the number of shares of our common stock vested by the per-share closing price of our common stock on the applicable vesting date.         There were no stock options exercised by any of our NEOs during fiscal 2019. ​ 2020 PROXY STATEMENT    29 ​ Table of Contents Fiscal 2019 Non-Qualified Deferred Compensation         The following table shows the activity under our Deferred Compensation Plan for each of our participating NEOs during fiscal 2019. Name   Executive Contributions in Last FY ($)(1)   Registrant Contributions in Last FY ($)(2)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)(3)   Aggregate Balance at Last FYE ($)(4)(5)   Thomas C. Chubb III   ​ 18,694   ​ 53,327   ​ 18,954   ​ —   ​ 631,207   Thomas E. Campbell     24,738     13,056     115,140     (19,511 )   951,636   K. Scott Grassmyer   ​ 22,601   ​ 13,056   ​ 59,185   ​ —   ​ 576,799   Douglas B. Wood     129,026     34,954     341,187     —     3,082,446   (1) The amounts reported in this column are also included in the "Salary" column or the "Non-Equity Incentive Plan Compensation" column for fiscal 2019 in the Summary Compensation Table above. (2) The amounts reported in this column are also included in the "All Other Compensation" column for fiscal 2019 in the Summary Compensation Table above. (3) Represent in-service distributions received in accordance with the terms of our Deferred Compensation Plan. (4) Reflects balances as of February 1, 2020. (5) The amounts reported in this column include amounts that are also reported as salary, non-equity incentive plan awards or all other compensation in the Summary Compensation Table above in fiscal 2019 and in prior years as follows: Name   Amount Included in Both Non-Qualified Deferred Compensation Table and Summary Compensation Table ($)   Amount Included in Both Non-Qualified Deferred Compensation Table and Previously Reported in Prior Years' Summary Compensation Table ($)   Total Amounts Included in Both Non-Qualified Deferred Compensation Table and Current Year or Prior Years' Summary Compensation Table ($)   Thomas C. Chubb III   ​ 72,021   ​ 584,501   ​ 656,522   Thomas E. Campbell     37,794     436,924     474,718   K. Scott Grassmyer   ​ 35,657   ​ 248,591   ​ 284,248   Douglas B. Wood     163,980     449,342     613,322   Potential Payments on Termination or Change of Control         All of our NEOs' outstanding equity awards provide for "double trigger" vesting, meaning that the awards require a change of control of our company and a termination of the individual's employment either by the individual for good reason or us or our acquiror without cause (which we refer to as a "change of control termination") to accelerate vesting.         The following table summarizes the value of the shares of our common stock that would be realized by each NEO if a change of control termination had occurred on February 1, 2020: Name   Equity Awards That Would Vest upon a Change of Control Termination (#)(1)(2)   Value Realized on Vesting Following a Change of Control Termination ($)(3)   Thomas C. Chubb III   ​ 49,672   ​ 3,447,237   Thomas E. Campbell     16,713     1,159,882   K. Scott Grassmyer   ​ 16,713   ​ 1,159,882   Michelle M. Kelly     24,405     1,693,707   Douglas B. Wood   ​ 17,905   ​ 1,242,607   (1) For details on the outstanding equity awards that would vest upon a change of control termination, see Footnote 1 under "—Outstanding Equity Awards at Fiscal 2019 Year-End." (2) Pursuant to the terms of the fiscal 2019 program, if a change of control termination takes place where the change of control occurs prior to the end of fiscal 2019, the individual recipients would be entitled to receive the greater of (a) the number of shares of our common stock attributable to the recipient's target number of restricted shares pursuant to the program or (b) the actual number of restricted shares certified by our NC&G Committee as having been earned. As the number of restricted shares actually earned under the program is known at this time, the table includes the actual number of restricted shares certified by our NC&G Committee as having been earned. (3) The value is computed by multiplying the number of shares that would vest by $69.40, the per-share closing market price of our common stock on January 31, 2020. ​ 30    2020 PROXY STATEMENT ​ Table of Contents         We did not have any other arrangement, policy or plan that would provide payments or benefits to any of our NEOs as a result of a termination of any kind, including following a change of control, other than benefits payable to salaried employees of our company on a non-discriminatory basis. CEO Pay Ratio         As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our Chief Executive Officer, Mr. Chubb, to that of our median employee. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.         SEC rules provide that we may use the same median employee for three years before identifying a new median employee, provided there were no significant changes in our employee population or compensation that would result in a significant change to our pay ratio disclosure. We do not believe that there have been any significant changes that would result in a material change in our pay ratio disclosure or in our median employee since last year's calculation of the pay ratio. Accordingly, we are using the same median employee that we used in fiscal 2018. However, we did not use the same median employee for fiscal 2018 as we did in fiscal 2017 because the individual used in fiscal 2017 was not an employee at the end of fiscal 2018. In fiscal 2017, we used a statistical sampling approach to calculate our median employee and were therefore able to select a similarly situated employee from our original fiscal 2017 sample for purposes of our fiscal 2018 disclosure.*         The median-paid employee used for purposes of this fiscal 2019 comparison was a non-exempt employee located in the U.S. with an annual total compensation of $17,789, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, for fiscal 2019. The annual total compensation for fiscal 2019 for our Chief Executive Officer was $2,755,628, as discussed above under "—Compensation Tables—Summary Compensation Table for Fiscal 2019." Based on this information, for fiscal 2019, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median-paid employee was 155 to 1.         We believe the pay ratio disclosure presented in this section is a reasonable estimate. Because the SEC's rules for identifying the median-paid employee and calculating the pay ratio allow companies to use different methodologies, assumptions, adjustments and estimates, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies. This information under "CEO Pay Ratio" is being provided solely for compliance purposes. Neither our compensation committee nor our management uses the pay ratio measure in making compensation decisions. NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT         The Nominating, Compensation & Governance Committee has reviewed and discussed with management the Company's Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Nominating, Compensation & Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Fiscal 2019 Annual Report on Form 10-K. Respectfully submitted, Clarence H. Smith, Chairman Helen Ballard Virginia A. Hepner E. Jenner Wood III * To identify our median-paid employee for fiscal 2017, we examined the 2017 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2017. For purposes of this calculation: we excluded approximately 4% of our workforce located in foreign jurisdictions under the de minimis exception to the pay ratio rule; for all employees based in foreign jurisdictions who were included in our determination of the median-paid employee, we applied a foreign currency to U.S. dollar exchange rate based on the average daily rate during the 12 months ended December 31, 2017; we elected not to annualize the compensation paid to employees who were not employed for all of 2017 (e.g., new hires); we included full-time, part-time, temporary and seasonal employees for purposes of determining the median-paid employee; and we used gross earnings (or foreign equivalent amounts), meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses and the value of any equity awards that vested during the 2017 calendar year. ​ 2020 PROXY STATEMENT    31 ​ Table of Contents COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION         Helen Ballard, Virginia A. Hepner, Clarence H. Smith, and E. Jenner Wood III served on our NC&G Committee during fiscal 2019. None of them are current officers or employees of our company or any of our subsidiaries; none of them are former officers of our company or any of our subsidiaries; and none of them had any relationship during fiscal 2019 requiring disclosure under any paragraph of Item 404 of Regulation S-K. In fiscal 2019, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board or our compensation committee. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS         Our Board or Executive Committee reviews all transactions that are disclosable under Item 404(a) of Regulation S-K. To help identify these related party transactions, our Legal Department maintains a list of companies and other persons with whom each director and executive officer has a potentially disclosable relationship and each director and executive officer is annually expected to complete a questionnaire that requires the disclosure of any transaction or relationship that the individual, or any member of his or her immediate family, has or will have with our company. Our Legal Department, with the assistance of other members of senior management, also reviews contemplated transactions to consider whether one of our directors or executive officers (or an affiliated entity) proposes to engage in a transaction that our Board should review. Our Board or Executive Committee will only approve related party transactions that are in, or not inconsistent with, the best interests of our company and our shareholders. In determining whether to approve or reject a related party transaction, our Board considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to our company.         During fiscal 2019, there were no related party transactions requiring disclosure in this proxy statement. AUDIT-RELATED MATTERS Report of the Audit Committee         The Audit Committee, which operates under a written charter adopted by the Board of Directors of Oxford Industries, Inc., is composed entirely of independent directors and, among other things, oversees, on behalf of the Board of Directors, the Company's financial reporting process and system of internal control over financial reporting. Pursuant to the Audit Committee's charter, the committee is also charged with reviewing the Company's guidelines and policies with respect to risk assessment and risk management, including cybersecurity risks. The Audit Committee's charter is posted under the "Corporate Governance" link under the "Investor Relations" tab on our website at www.oxfordinc.com. The Audit Committee held four meetings during the Company's 2019 fiscal year.         The Company's management is responsible for its financial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting standards generally accepted in the United States. The Company's independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the Company's consolidated financial statements and providing an opinion as to their conformity with accounting standards generally accepted in the United States, as well as attesting and reporting on the effectiveness of the Company's internal control over financial reporting. The Audit Committee's responsibility is to oversee these processes, as well as to appoint, retain, compensate, evaluate and, when necessary, terminate the Company's independent registered public accounting firm. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out its oversight responsibilities, the Audit Committee shall not be charged with, and is not providing, any expert or special assurance as to the Company's financial statements, or any professional certification as to Ernst & Young's work.         In fulfilling its responsibilities, the Audit Committee has: • reviewed and discussed with management and Ernst & Young LLP the audited financial statements included in the Company's Fiscal 2019 Annual Report on Form 10-K and the reports of management and of Ernst & Young LLP on the effectiveness of the Company's internal control over financial reporting as of the end of fiscal 2019 contained therein; • discussed with Ernst & Young LLP the matters required to be discussed by the Statement of Auditing Standards No. 61 (Communication with Audit Committees), as amended by the AICPA professional standards, vol. 1 AU section 380, as adopted by the Public Company Oversight Board in Rule 3200, as subsequently superseded by Auditing Standard No. 1301 (Communications with Audit Committees), as amended by the AICPA Professional Standards, Vol. 1 AU Section 380, as adopted by the Public Company Accounting Oversight Board in Rule 3200T, which includes,include, among other items, matters related to the conduct of the audit of the fiscal 20152019 financial statements; • received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP's communications with the Audit Committee ​ 32    2020 PROXY STATEMENT Table of Contents concerning independence, and considered whether the independent auditors' provision of other non-audit services to the Company (which are set forth below under "—Fees Paid to Independent Registered Public Accounting Firm") is compatible with the auditors' independence, and discussed with Ernst & Young LLP its independence; • concluded that Ernst & Young LLP is independent from the Company and its management; and • based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in the Company's Fiscal 20152019 Annual Report on Form 10-K. Respectfully Submitted, George C. Guynn,Dennis M. Love, Chairman Thomas C. Gallagher John R. Holder Stephen S. Lanier Clyde C. Tuggle Table of Contents Fees Paid to Independent Registered Public Accounting Firm         The following table summarizes certain fees that we paid in respect of each of fiscal 20152019 and fiscal 20142018 to Ernst & Young LLP, our independent registered public accounting firm, for professional services: Fee Category   Fiscal 2015 ($)   Fiscal 2014 ($)     Fiscal 2019 ($)   Fiscal 2018 ($)   Description Audit fees   ​ 1,370,124   ​ 1,321,958     ​ 1,842,124   ​ 1,933,548   Fees for the audit of our consolidated financial statements and internal control over financial reporting, including additional testing relating to acquired businesses, where applicable; reviews of our consolidated quarterly financial statements included in Forms 10-Q filed with the SEC; statutory audits of subsidiaries; services related to assistance with implementation of new accounting rules and regulations; and services provided in connection with statutory and regulatory filings Audit-related fees   1,915   10,135     2,000   2,000   Fees for audit-related services such as compliance with rules and regulations applicable to accounting matters Tax fees   ​ 84,455   ​ 85,525     ​ 89,477   ​ 69,053   Fees for tax compliance, planning and advisory services All other fees   —   —     —   —   — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total fees   ​ 1,456,494   ​ 1,417,618     ​ 1,933,601   ​ 2,004,601   ​         Audit Fees.    "Audit fees" are fees for the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements included in Forms 10-Q filed with the SEC, statutory audits of subsidiaries and services provided in connection with statutory and regulatory filings.         Audit-Related Fees.    "Audit-related fees" are fees for audit-related services such as services related to assistance with implementation of recently adopted rules and regulations, compliance with rules and regulations applicable to accounting matters and audits performed pursuant to certain lease agreements.         Tax Fees.    "Tax fees" are fees for tax compliance, planning and advisory services, including fees associated with tax planning and related advisory services associated with business acquisitions.         The Audit Committee considered the effects that the provision of the services described above under the subheadings"Audit-related fees" and"Tax fees" may have on the auditors' independence and has determined that such independence has been maintained. Audit Committee Pre-ApprovalApproval of Audit and Permissible Non-Audit Services of Independent Auditors         Our Audit Committee has adopted a policy for the pre-approval of services provided by our independent registered public accounting firm. Unless a service to be provided by our independent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by our Audit Committee or the chair of our Audit Committee before the commencement of the service. The pre-approval policy is detailed as to the particular services to be provided, and our Audit Committee is to be informed about each service provided.         Specific pre-approval is required for significant recurring annual engagements, such as engagements for the required annual audit and quarterly reviews (including the audit of internal control over financial reporting) and statutory or employee benefit plan audits. Any individual engagement with an estimated cost of more than $75,000 must be specifically pre-approved before the commencement of the engagement, even if the service in question has received general pre-approval. In addition, further Audit Committee pre-approval is required if the aggregate fees for such engagements would exceed $200,000. At each Audit Committee meeting, the entire Audit Committee reviews services performed since the prior meeting pursuant to the general pre-approvals granted under the policy, as well as services, if any, pre-approved by the chair of our Audit Committee.         The nature and dollar value of services performed under the general pre-approval guidelines are reviewed with our Audit Committee on at least an annual basis. All of the fees detailed above paid to Ernst & Young LLP for fiscal 20152019 and fiscal 20142018 were pre-approved (either specifically or pursuant to the general pre-approvals granted under the policy)pre-approved by our Audit Committee. ​ 2020 PROXY STATEMENT    33 ​ Table of Contents COMMON STOCK OWNERSHIP BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS Management         The table below sets forth certain information as of April 15, 2016 (except as noted),17, 2020 regarding the beneficial ownership of shares of our common stock by our directors, and director nominee; our NEOs;NEOs and our directors director nominee and executive officers as a group. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of our common stock shown as being beneficially owned by them. Unless otherwise indicated, theThe address for each shareholder onindividual in this table is c/o Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309.     Beneficial Ownership of Common Stock   Name   Number of Shares(1)   Percent of Class(1)   Helen Ballard   ​ 7,583   ​ *   Scott A. Beaumont     4,902 (a)   *   Thomas E. Campbell   ​ 37,612   ​ *   Thomas C. Chubb III     97,551     *   Thomas C. Gallagher   ​ 9,368   ​ *   K. Scott Grassmyer     34,430     *   George C. Guynn   ​ 10,536   ​ *   Virginia A. Hepner     1,000     *   John R. Holder   ​ 15,981   ​ *   J. Reese Lanier     214,495 (b)   1.28   Dennis M. Love   ​ 14,812   ​ *   Mark Maidment     0 (c)   *   Terry R. Pillow   ​ 34,933 (d) ​ *   Clarence H. Smith     11,915     *   Clyde C. Tuggle   ​ 3,992   ​ *   E. Jenner Wood III     12,515     *   All directors and executive officers as a group (16 persons)   ​ 532,071 (e)(f) ​ 3.18       Beneficial Ownership of Common Stock   Name   Number of Shares(1)   Percent of Class(1)   Helen Ballard   ​ 11,514   ​ *   Thomas E. Campbell     35,177     *   Thomas C. Chubb III   ​ 119,891   ​ *   Thomas C. Gallagher     13,299     *   K. Scott Grassmyer   ​ 32,103   ​ *   Virginia A. Hepner     4,931     *   John R. Holder   ​ 22,944   ​ *   Michelle M. Kelly     35,776     *   Stephen S. Lanier(2)   ​ 139,009   ​ *   Dennis M. Love     20,286     *   Clarence H. Smith   ​ 15,846   ​ *   Clyde C. Tuggle     10,023     *   Douglas B. Wood   ​ 36,713   ​ *   E. Jenner Wood III     16,446     *   All directors and executive officers as a group (16 persons)   ​ 533,442   ​ 3.2   * Less than 1% (1) Calculations based on an aggregate of 16,755,55116,777,219 shares of our common stock outstanding as of the close of business on April 15, 2016.17, 2020. The number of shares and percentage of the class beneficially owned excludes unvested restricted share units awarded to our executive officers for which the individual does not have any voting rights but does include unvested restricted shares for which the individual has voting rights as of the close of business on April 15, 2016. The unvested restricted share units and restricted shares held by our NEOs are disclosed above under "Executive Compensation—Compensation Tables—Outstanding Equity Awards at Fiscal 2015 Year-End." (a) Mr. Beaumont served as an executive officer of our company until the conclusion of fiscal 2015 and continued to serve as CEO of our Lilly Pulitzer Group until April 1, 2016, when he retired. Section 16(a) of the Exchange Act requires that our executive officers, among others, file with the SEC certain reports with respect to such person's beneficial ownership of our equity securities. Mr. Beaumont's obligation to file such reports pursuant to Section 16(a) of the Exchange Act generally terminated on January 30, 2016. Information regarding Mr. Beaumont's beneficial ownership of shares of our common stock is based on information filed by Mr. Beaumont with the SEC through January 30, 2016, as well as additional information known to our company with respect to the vesting of outstanding restricted stock units on March 31, 2016.17, 2020. (b)(2) Consists of 126,09673,478 shares held individually by Mr. J. Reese Lanier, 51,89929,187 shares held by a charitable foundationin trusts of which Mr. Lanier is a trustee, 36,000the primary beneficiary, 35,484 shares held in a charitable remainder trustcustodial accounts for the benefit of which Mr. Lanier acts as trustee,Lanier's children and 500860 shares held by Mr. Lanier's wife. Mr. Lanier disclaims beneficial ownership of the reported shares held by the charitable foundation and by his wife, and except to the extent of his pecuniary interest therein, disclaims beneficial ownership of the reported shares held by the charitable remainder trust. Table of Contents (c) Mr. Maidment served as CEO of our Ben Sherman Group until July 17, 2015, when his employment with our company ended in connection with our sale of substantially all of the assets and operations of our former Ben Sherman Group. Section 16(a) of the Exchange Act requires that our executive officers, among others, file with the SEC certain reports with respect to such person's beneficial ownership of our equity securities. Accordingly, Mr. Maidment's obligation to file such reports pursuant to Section 16(a) of the Exchange Act generally terminated on July 17, 2015. Information regarding Mr. Maidment's beneficial ownership of shares of our common stock is based on information known to our company as of July 17, 2015. (d) Mr. Pillow served as an executive officer of our company until the conclusion of fiscal 2015 when he retired as CEO of our Tommy Bahama Group. Section 16(a) of the Exchange Act requires that our executive officers, among others, file with the SEC certain reports with respect to such person's beneficial ownership of our equity securities. Mr. Pillow's obligation to file such reports pursuant to Section 16(a) of the Exchange Act generally terminated on January 30, 2016. Information regarding Mr. Pillow's beneficial ownership of shares of our common stock is based on information filed by Mr. Pillow with the SEC through January 30, 2016, as well as additional information known to our company with respect to the vesting of outstanding restricted stock units on March 31, 2016. (e) The number of shares and percentage of the class beneficially owned by all directors and executive officers as a group exclude shares beneficially owned by Messrs. Beaumont, Maidment and Pillow because they were not executive officers of our company on April 15, 2016. (f) Of this amount, the executive officers not listed by name hold an aggregate of 61,281 shares. Certain Beneficial Owners         The table below sets forth certain information as of April 15, 2016 (except as noted), regarding the beneficial ownership of shares of our common stock by owners ofpersons we believe beneficially hold more than 5% or more of our common stock. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all shares of our common stock shown as being beneficially owned by them.based solely on a review of SEC filings made in respect of ownership.     Beneficial Ownership of Common Stock   Name   Number of Shares(1)   Percent of Class(1)   BlackRock, Inc.   ​ 1,449,203 (a) ​ 8.65   J. Hicks Lanier     1,208,638 (b)   7.21   The Vanguard Group   ​ 1,139,959 (c) ​ 6.80       Beneficial Ownership of Common Stock   Name and Address   Number of Shares(1)   Percent of Class(1)   BlackRock, Inc. 55 East 52nd Street New York, NY 10055   ​ 3,043,956 (2) ​ 18.1   The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355     1,739,702 (3)   10.4   (1) Calculations based on an aggregate of 16,755,55116,777,219 shares of our common stock outstanding as of the close of business on April 15, 2016. 17, 2020. ​ 34    2020 PROXY STATEMENT ​ Table of Contents (a)(2) The shares reported are held by BlackRock, Inc. ("BlackRock") in its capacity as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act. As reported by BlackRock, various persons have the right to receive or the power to direct the receiptAct of dividends from, or the proceeds from the sale1934, as amended (the "Exchange Act"), as of the reported shares.December 31, 2019. BlackRock reported sole voting power over 1,406,7332,935,428 of the reported shares and sole dispositive power over all of the reported shares. The address forAs reported by BlackRock, is 40 East 52nd Street, New York, NY 10022.one of the persons on behalf of which BlackRock holds the reported shares, iShares Core S&P Small-Cap ETF, has an interest in more than 5% of our common stock. This information was as of December 31, 2015 and was obtained from a Schedule 13G/A filed on January 27, 2016. (b) This information is based on correspondence with Mr. Lanier's financial advisors and those of a charitable trust of which he serves as trustee, and reflect ownership as of December 31, 2015.February 4, 2020. (c)(3) The shares reported are held by The Vanguard Group ("Vanguard") in its capacity as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act.Act as of December 31, 2019. Vanguard reported sole voting power over 32,05823,227 of the reported shares, shared voting power over 1,3002,600 of the reported shares, sole dispositive power over 1,107,5011,715,637 of the reported shares and shared dispositive power over 32,458 of24,065 the reported shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. This information was as of December 31, 2015 and was obtained from a Schedule 13G/A filed on February 10, 2015.12, 2020. Table of Contents         Under the SEC's rules, a person may be deemed to beneficially own securities in which he or she has no pecuniary interest. The information set forth in the tables above shall not be construed as an admission that any such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities disclosed above. Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports         Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who beneficially own more than 10% of our common stock, file with the SEC certain reports, and to furnish copies thereof to us, with respect to each such person's beneficial ownership and changes in ownership of our equity securities. Due to the complexity of the SEC's reporting rules, our Legal Department undertakes to file such reports on behalf of our directorsexecutive officers and executive officersdirectors and has instituted procedures to assist them with these obligations. Based on a review of theour company's records and other information, except as otherwise noted in our 2015 proxy statement in connection with our 2015 annual meeting of shareholders, we believe that all reports required by our directorsexecutive officers and executive officersdirectors were filed on a timely basis in respect of fiscal 2015.2019, except that Forms 4 were not timely filed with respect to approximately 225 shares of our common stock purchased by Mr. Holder from time to time since July 31, 2009 pursuant to a broker-assisted dividend reinvestment program he enrolled in prior to joining our Board. A Form 4 has been filed (after the applicable filing due dates) to report the correct number of shares of our common stock owned by Mr. Holder. EQUITY COMPENSATION PLAN INFORMATION         The following table sets forth information concerning our equity compensation plans as of January 30, 2016:February 1, 2020: Plan Category   (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)   (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))   Equity compensation plans approved by security holders   ​     ​     Employee Stock Purchase Plan(2)     —     464,583   Long-Term Stock Incentive Plan   ​ 49,001 (3) ​ 1,117,921   Equity compensation plans not approved by security holders     —     —   Total   ​ 49,001 (3) ​ 1,582,504   Plan Category Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) Equity compensation plans approved by security holders ​ Employee Stock Purchase Plan(2) 367,811 Long-Term Stock Incentive Plan ​ 689,449 Equity compensation plans not approved by security holders — Total ​ 1,057,260 (1) As of January 30, 2016,February 1, 2020, we had no outstanding options, warrants or other rights with respect to shares of our common stock that require payment to us from the holder in exchange for the issuance of shares of our common stock. Accordingly, information relating to the number and exercise price of outstanding options, warrants and rights is not included in this table. (2) The number of securities to be issued under our ESPPEmployee Stock Purchase Plan is not determinable as of any date other than the last day of the applicable quarterly purchase period since the weighted average purchase price under our ESPPthe plan is not determinable as of any date other than the last day of the applicable quarterly purchase period. (3) Reflects the number of shares of our common stock that, as of January 30, 2016, were to be granted pursuant to restricted share units granted under our LTIP. PROPOSALS FOR SHAREHOLDER CONSIDERATIONINFORMATION ABOUT THE MEETING AND VOTING Proposal No. 1: Election of DirectorsShares Outstanding Board        You may vote at our 2020 annual meeting if you owned shares of Directors         In accordance with our articlescommon stock as of incorporation, our directors are divided into three classes that are as nearly equal in size as possible. Directors in each class are elected to three-year terms, with director classes serving staggered terms. A director holds office untilthe close of business on April 17, 2020, the record date for the annual meetingmeeting. As of shareholders held inApril 17, 2020, there were 16,777,219 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 year during which the director's term ends and until his or her successor is elected and qualified.record date. ​ 2020 PROXY STATEMENT    35 ​ Table of Contents Bylaws Relating to Retirement Participating in the Meeting         Pursuant to our bylaws, an individual becomes ineligible for election or appointment as a director: (1) for any employee director (i.e., someone who concurrently serves as an employee of our companyShareholders may access the annual meeting webcast, submit questions and as a member of our Board), other than an individual who has at any time served as our Chief Executive Officer, following the end of our fiscal year during which such individual reaches the age of 65; and (2) for any other individual, following the end of our fiscal year during which such individual reaches the age of 72. Director Nominees         Our Board currently consists of three Class I directors (Messrs. J. Reese Lanier, Dennis M. Love and Clyde C. Tuggle), three Class II directors (Messrs. Thomas C. Chubb III, John R. Holder, and Clarence H. Smith) and four Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher, Mr. George C. Guynn and Mr. E. Jenner Wood III).         At our 2016 annual shareholders meeting, the terms of our Class III directors will expire. Mr. George C. Guynn is retiring from the Board effectiveelectronically vote shares at the conclusionmeeting by visiting www.meetingcenter.io/215153986. The live audio webcast of the annual meeting.meeting will begin promptly at 2 p.m., Eastern Time. We encourage shareholders to access the webcast in advance of the designated start time.         Our Board,If your shares of our common stock are registered directly in your name with Computershare, our transfer agent, then you are a shareholder of record. As a shareholder of record, you may access the meeting webcast using the instructions and voter control number set forth in the Notice of Internet Availability.         If, like most of our shareholders, your shares of our common stock are held in an account with a broker, you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. If your shares are held in an account with a broker and you wish to participate in the annual meeting, you must register in advance to participate in the meeting webcast and obtain a new control number from Computershare, our transfer agent. You may request registration by submitting proof of your proxy power (legal proxy) reflecting your holdings of our common stock, along with your name and email address, to Computershare. Requests for registration may be directed to Computershare (i) by mail to the following address: Computershare, Oxford Industries, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 or (ii) by email, by attaching an image of your legal proxy or forwarding the email from your broker to legalproxy@computershare.com. Requests for registration must be labeled "Legal Proxy" and received no later than 5:00 p.m., Eastern Time, on June 10, 2020. You will receive a confirmation of your registration by email after your registration materials have been received. Voting         If you are a shareholder of record, you may vote using one of the following methods: • by voting on the recommendationInternet in accordance with the instructions set forth in the Notice of our NC&G Committee, has nominated eachInternet Availability; • after requesting a printed copy of Ms. Helen Ballard, Mr. Thomas C. Gallagher, Ms. Virginia A. Hepner,the proxy materials, by signing and Mr. E. Jenner Wood III for election at ourreturning a proxy card or voting by telephone; or • by participating in the annual meeting as Class III directors, each to serve for a three year term expiring in 2019 and until his or her respective successor is elected and qualified.         The terms of our Class I directors expire in 2017, and the terms of our Class II directors expire in 2018. Each of our Class I and Class II directors is expected to remain in office for the remainder of his or her respective term. Required Vote         In an uncontested election at an annual meeting of shareholders, our bylaws require that each director be elected by a majority of the votes cast with respect to such director (number of shares voted "for" a director must exceed the number of votes cast "against" that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 2016 annual shareholders meeting, we must have received the nomination not later than the close of business on March 19, 2016. We have not received a shareholder nomination for a director for consideration at the 2016 annual shareholders meeting. Accordingly, the election of directors at the 2016 annual shareholders meeting is an uncontested election.         Under Georgia law, if, in an uncontested electionvoting electronically at the annual meeting,meeting. If you are a nominee who is already servingshareholder of record and you sign and return your proxy card but do not include voting instructions, your proxy will be voted as a director is not elected, the director would continue to serve onrecommended by our Board as a "holdover director." Under our bylaws, any holdover director who fails to be elected by a majorityor, if no recommendation is given, in the discretion of the votes cast with respectproxies designated on the proxy card, to such directorthe extent permitted under applicable law.         However, if you are a shareholder of record, your shares will not be voted unless you submit a proxy (which can be accomplished by voting on the Internet, by telephone or by signing and returning a proxy card, as noted above) or participate in the annual meeting webcast and vote electronically at the meeting.         If your shares are held in an uncontested election must offer to tender his or her resignation to our Board. Our Board, in consultationaccount with anya broker, the broker holding your account is considered the shareholder of its committees so designated, would then determine whether to accept or reject the resignation, or whether other action should be taken. Under our bylaws, our Board is required to act on the resignation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Ms. Ballard, Mr. Gallagher, and Mr. Wood are currently serving on our Board.         If a nominee who was not already serving as a director is not electedrecord for purposes of voting at the annual meeting, that nominee would not becomemeeting. As a director and would not servebeneficial owner, you may direct your broker on our Boardhow to vote the shares in your account. Telephone and/or Internet voting may be available to direct your broker on how to vote the shares in your account, but the availability of Directors as a "holdover director." Ms. Hepner is not currently serving as a director. If Ms. Hepner fails to be elected by a majority of the votes cast, she would not be elected to our Board of Directors and theretelephone and/or Internet voting will be an additional vacancy on our Board of Directors; in that event, our Board of Directors may: (1) immediately fill the additional vacancy; (2) allow the vacancy to remain open until a suitable candidate is located and elected to serve on our Board of Directors; or (3) amend our bylaws to reduce the number of directors serving on our Board of Directors.         Abstentions and broker non-votes will have no effectdepend on the voting processes of that firm. Please follow the directions on your proxy card or voting instruction form carefully. Even if your shares are held in an account with a broker, you are invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote your shares electronically at the meeting unless you obtain a valid proxy card from your broker and, in order to gain access to the meeting webcast, register for the election of directors. Proxies cannot be voted for a greater number of persons thanmeeting with Computershare by following the number of nominees named.         Each nominee has consented to serve if elected, and our Board has no reason to believe that any nominee will be unable or unwilling to serve if elected. If a nominee becomes unwilling or unable to serve prior toinstructions in"—Participating in the annual meeting, then at the recommendation of our Board: (1) proxies will be voted for a substitute nominee selected by or at the direction of our Board; (2) the vacancy created by the inability or unwillingness of a nominee to serve will remain open until filled by our Board; or (3) our bylaws may be amended to reduce the number of directors serving on our Board. Meeting"Table of Contents Recommendation of our Board of Directors OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF MS. HELEN BALLARD, MR. THOMAS C. GALLAGHER, MS. VIRGINIA A. HEPNER AND MR. E. JENNER WOOD III AS A CLASS III DIRECTOR. above. Broker Discretionary Voting; Broker Non-Votes         If you hold shares through an account with a broker, your shares may be voted by the broker even if you do not provide voting instructions. Brokerage firms have the authority, under the NYSE's rules, to vote shares in their discretion on certain "routine" matters when their customers do not provide voting instructions. Under the NYSE's rules, only Proposal No. 2: Approval of Selection of Independent Registered Public Accounting Firm Independent Registered Public Accounting Firm         At the recommendation of our Audit Committee, our Board has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2016. Ernst & Young LLP has served as our independent auditors since May 2002. As of the date of this proxy statement, we have engaged Ernst & Young LLP to review our financial statements for the first three quarters of fiscal 2016 but we have not formally engaged an independent registered public accounting firm to audit our financial statements for fiscal 2016.         Our Board considers Ernst & Young LLP to be well qualified and recommends that our shareholders vote to approve their selection. Shareholder approval of the selection of our independent registered public accounting firm is not required by law; however, our Board considers the solicitation of shareholder approval to be in our company's and our shareholders' best interests. A representative of Ernst & Young LLP is expected to attend the annual meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders. Required Vote         Approval of the selection2 (ratification of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2016 requires the affirmative vote of at least2020) is considered a majority of the outstanding shares of our common stock presentroutine matter.         The other proposals to be addressed at the annual meeting in person or by proxy, and entitled to vote onare considered "non-routine" matters under the proposal. Abstentions will haveNYSE's rules. When a brokerage firm has not received voting instructions from the same effect as a vote against this proposal. If at the annual meeting our shareholders do not approve the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2016, our Board and Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 2016 and/or future years. Recommendation of our Board of Directors   ��     OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2016. Proposal No. 3: Advisory Vote to Approve Executive Compensation Executive Compensation         We are asking shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This "say-on-pay" proposal gives our shareholders the opportunity to express their views on our executive compensation practices. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.         As further described above under "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to maintain a strong link between pay and performance for compensation paid to our named executive officers; align our named 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. Proposed Resolution         We are asking our shareholders to vote on the following resolution at the annual meeting:         RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. Table of Contents Required Vote         Approvalbeneficial holder of the say-on-pay resolution requiresshares with respect to a non-routine matter, the affirmativebrokerage firm cannot vote of at leastthe shares on that proposal. This is called a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Because broker"broker non-vote." Broker non-votes arewill be counted as present at the annual meeting for quorum purposes but arewill not be counted as entitled to vote on this proposal, they will have no effect on the non-routine matter.Therefore, if your shares are held in an account with a broker, it is important that you provide voting instructions to your broker so that your vote on the resolution approving executive compensation. Abstentions will have the same effect as a vote against this proposal.         The vote on this say-on-pay proposalthese proposals is advisory, and therefore the resultscounted. ​ 36    2020 PROXY STATEMENT Table of this proposal are not binding on our company, our NC&G Committee or our Board. The results of this proposal will not overrule any decision made by our Board or NC&G Committee. Our Board and our NC&G Committee value the input of our shareholders and to the extent there is any significant vote against this say-on-pay proposal, we will consider our shareholders' concerns and our NC&G Committee will evaluate whether any actions, in fiscal 2016 or in subsequent years, are necessary to address those concerns. Recommendation of our Board of Directors OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RESOLUTION APPROVING EXECUTIVE COMPENSATION.Contents Other MattersChanging Your Vote         Our Board knowsIf your shares are held in an account with a broker, then you must follow the instructions provided by that firm in order to revoke or change your vote with respect to shares held in street name.         However, if you are a shareholder of no other mattersrecord, you may revoke or change your vote with respect to the shares of our common stock that will be broughtare registered directly in your name by doing any of the following: • delivering a written notice of revocation to our Secretary before the annual meeting, and our bylaws do not allow proposals to be presentedvote is taken at the annual meeting, unless they were such notice of revocation dated later than the proxy you want to revoke; • changing your vote using the Internet methods for voting described in the Notice of Internet Availability; • properly presented to us prior to March 19, 2016. However, if any other question that requiresexecuting and delivering a later-dated proxy before the vote is properly presentedtaken at the meeting, the persons named in the enclosed proxy asannual meeting; • if you have requested a printed copy of the proxy holders will vote on such matters as recommendedmaterials, voting by our Boardtelephone; or if no recommendation is given, in their discretion to the extent permitted under applicable law.         Approval of any other matter that properly comes before • voting electronically at the annual meeting requires(your participation in the affirmative voteannual meeting, in and of itself, will not revoke the earlier proxy). Quorum         In order for us to conduct the annual meeting, the holders of a majority of the outstanding shares of our common stock present atissued and outstanding as of the annual meeting,record date must be present, in person or by proxy, at the annual meeting. This is referred to as a quorum. Abstentions and entitled to vote onbroker non-votes, if any, will be counted as shares present at the proposal (except as otherwise provided in our articlesmeeting for purposes of incorporation or bylaws or applicable law for actions that require a greater percentage of votes in favordetermining the presence of a proposal).quorum. ADDITIONAL INFORMATION Annual Report on Form 10-K         Our 2019 Annual Report on Form 10-K may be accessed through the date of the annual meeting by all shareholders under the "Investor Relations" tab of our website at www.oxfordinc.com. We will also provide without charge, at the written request of any shareholder of record as of April 15, 2016,17, 2020, a hard copy of our 2019 Annual Report on Form 10-K, for fiscal 2015, including the audited financial statements, as filed with the SEC, excluding exhibits. We will provide copies of the exhibits if they are requested by eligible shareholders. We may impose a reasonable fee for providing the exhibits. Requests for copies of our 2019 Annual Report on Form 10-K should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309, Attention: Investor Relations. 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. With our Audit Committee's oversight, we conduct an enterprise risk management, or "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 certain risks, including among other things cybersecurity and data privacy, 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, and our management at least annually provides our Board with a full report 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. Each cash and/or equity incentive award for an individual employee within our organization is subject to a maximum amount that may be received by the individual. Our senior management and, with respect to our executive officers, our NC&G Committee, approve applicable performance targets taking into consideration our detailed, internal budgets for upcoming fiscal periods. These members of senior management have access to daily retail and ecommerce sales data and receive monthly financial reports, and they review and analyze deviations from the budgeted plans to assess whether, among other things, the deviations were the result of inappropriate risk taking. Our NC&G Committee has ​ 2020 PROXY STATEMENT    37 ​ Table of Contents concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on our company. Submission of Director Candidates by Shareholders         Pursuant to our bylaws, to be timely, a director nomination by a shareholder must generally be delivered to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year's annual meeting, a director nomination submitted by a shareholder to be timely must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Any recommendation received by our Secretary will be promptly forwarded to the chair of our NC&G Committee for consideration. In order for a shareholder to nominate a director candidate for consideration at our 20172021 annual shareholders meeting, we must receive notice of such nomination between February 15, 201716, 2021 and March 17, 201718, 2021 (inclusive) unless the date of our 20172021 annual shareholders meeting is advanced more than 30 days prior to or delayed more than 30 days after June 15, 2017.16, 2021. Any such nominations must comply with the other requirements for proper nominations pursuant to our bylaws. Table of Contents         Our bylaws set out the specific requirements that a shareholder must satisfy in order to properly nominate a director candidate. Any shareholder filing a written notice of nomination for a director must describe various matters regarding the nominee and the shareholder, including, among other things, such information as name; address; occupation; shares, rights to acquire shares and other derivative securities held; and any relevant understandings or arrangements between the shareholder and affiliated parties, if any. A copy of the requirements for nominating a director candidate is available in print to any shareholder who so requests it. Requests for a copy of these requirements should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.         In addition to candidates submitted by shareholders, our NC&G Committee will also consider candidates recommended by directors, management, third party search firms and other credible sources. Candidates recommended by any of these sources will be equally evaluated and considered. Our NC&G Committee will compile a complete list of candidates recommended fromby any viablecredible source and evaluate each candidate. Each candidate will be evaluated in the context of the current composition of our Board, the current needs of our Board and the long-term interests of our shareholders. In making its evaluation of possible director candidates, our NC&G Committee will consider, among other things, issues such as a candidate's independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment. After evaluating each candidate, our NC&G Committee will determine which candidates it will recommend to the full Board. Shareholder Proposals         Pursuant to our bylaws, in order for a shareholder proposal (other than a proposal submitted pursuant to Rule 14a-8 or director nomination) to be considered at an annual meeting, the proposal must be delivered to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year's annual meeting, in order to be timely, a shareholder proposal must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Accordingly, in order for a shareholder proposal (other than a director nomination) to be considered at our 20172021 annual shareholders meeting, we must receive the proposal between February 15, 201716, 2021 and March 17, 201718, 2021 (inclusive) unless the date of our 20172021 annual shareholders meeting is advanced more than 30 days prior to or delayed more than 30 days after June 15, 2017.16, 2021.         Our bylaws set out the specific requirements that a shareholder must satisfy in order to properly make a proposal for consideration by our shareholders at an annual meeting. Any shareholder submitting a proposal must describe various matters regarding the shareholder, including, among other things, such information as name; address; occupation; shares, rights to acquire shares and other derivative securities held; and any relevant understandings or arrangements between the shareholder and affiliated parties, if any. A copy of the requirements for submitting a shareholder proposal is available in print to any shareholder who so requests it. Requests for a copy of these requirements should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.         Our bylaws further contemplate that shareholders who wish to have a proposal included in our proxy statement may be permitted to do so in accordance with Rule 14a-8 under the Exchange Act provided the proposal is otherwise in accordance with such Rule 14a-8. In order for a proposal to be included pursuant to Rule 14a-8 in the proxy statement for our 20172021 annual meeting, it must be submitted in writing by January 6, 20172021 and comply with the requirements of Rule 14a-8. ​ 38    2020 PROXY STATEMENT ​ Table of Contents Communications to our Board of Directors         Mail can be addressed to our directors in care of the Office of the Secretary at our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309. At the direction of our Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial solicitations or obscene items, will be forwarded. Trivial items will be delivered to our directors at the next scheduled meeting of our Board. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to "Outside Directors," "Non-Management Directors" or the "Presiding Independent"Lead Director" will be forwarded or delivered to our presiding independentlead director. Mail addressed to the "Board of Directors" will be forwarded or delivered to our Chairman. Table of Contents Proxy Solicitation         We will bear the cost of solicitation of proxies by our Board in connection with the annual meeting. We will reimburse brokers, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock held in their names. Our employees may solicit proxies by mail, telephone, facsimile, electronic mail and personal interview. We have also engaged Okapi Partners to act as our proxy solicitor and have agreed to pay it $6,500 for the year, plus reasonable out-of-pocket expenses, for such services. Shareholder List         We will maintain a list of shareholders entitled to vote at the annual meeting at our headquarters located at 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309. A list of the shareholders entitled to vote at the annual meeting will be available for examination by any shareholder for a period of 10 days prior to the meeting. Any shareholder wishing to schedule an appointment to examine the shareholder list during this period may do so by contacting our Vice President-Law, General Counsel and Secretary at generalcounsel@oxfordinc.com. The shareholder list will also be available during the annual meeting on the virtual meeting website. Website Information         We have posted our Corporate Governance Guidelines, Code of Conduct, ethical conduct policy for senior financial officers and Audit Committee and NC&G Committee charters under the "Corporate Governance" link under the "Investor Relations" tab on our website at www.oxfordinc.com. Additionally, we have posted our corporate social responsibility statement, Codes of Vendor Conduct for our business groups and Conflict Minerals Policy under the "Corporate Responsibility" tab on our website at www.oxfordinc.com.     By Order of the Board of Directors         Thomas E. CampbellSuraj A. Palakshappa Executive Vice President-Law, and Administration, General Counsel and Secretary         Our Fiscal 20152019 Annual Report to Shareholders,on Form 10-K, which includes audited financial statements, is available overon the Internet at http://www.edocumentview.com/OXM.oxford. Any shareholder may request a printed copy of the Fiscal 20152019 Annual Report to Shareholderson Form 10-K by following the instructions in the Notice of Internet Availability. ​ 2020 PROXY STATEMENT    39 ​   . Electronic Voting Instructions Available 24 hours a day, 7 days a week! InsteadMMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internetthis card. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/Oxford or telephone must be received by 1:00 a.m., Central Time, on June 15, 2016. Vote by Internet • Go to www.envisionreports.com/OXM • Ordelete QR code and control # scan the QR code with your smartphone • Follow— login details are located in the steps outlined on the secure website Vote by telephone •shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada on a touch tone telephone • Follow the instructions provided by the recorded messageSave paper, time and money! Sign up for electronic delivery at www.envisionreports.com/Oxford Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board+ 1. Election of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3. 1. Proposal to elect the four nominees listed below. If a nominee becomes unwilling or unable to serve, the Proxy will be voted for a substitute nominee or will not be voted, as recommended by the Board of Directors. +Directors: For Against Abstain For Against Abstain For Against Abstain 01 - Helen BallardDennis M. Love 02 - ThomasClyde C. GallagherTuggle 03 - Virginia A. Hepner 04 - E. Jenner Wood III For Against Abstain ForAgainstFor Against Abstain 2. Proposal to approveRatify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2016.2020. 3. Proposal to approve, on anby a non-binding, advisory (non-binding) basis, a resolution approvingvote, the compensation of the Company’s named executive officers. The proxies are authorized to vote in their discretion upon all such other matters as may properly come before the annual meeting, as recommended by the Board of Directors. B Non-Voting Items Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date this proxy and sign exactly as your name or names appear. If shares are jointly owned, bothname(s) appears hereon. Joint owners should each sign. IfWhen signing as attorney, executor, administrator, corporate officer, trustee, guardian, or guardian,custodian, please give full title as such. If signing as a corporation, please sign in full corporate name by President or other authorized officer. If signing as a partnership, please sign in partnership name by authorized person.title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 6 1 8 2 4 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 3 2 B M 4 0398VB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 U P X 02D1GBand FOR Proposals 2 and 3. 2020 Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATIONCard1234 5678 9012 345   .The 2020 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 16, 2020 at 2:00 P.M. Eastern time, virtually via the internet at www.meetingcenter.io/215153986. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — OXM2020. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/Oxford q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Notice of 2020 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — Oxford Industries, Inc. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2016 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The executing shareholder(s) appointsJune 16, 2020 THOMAS C. CHUBB III, THOMAS E. CAMPBELL and K. SCOTT GRASSMYER, and eachSURAJ A. PALAKSHAPPA, or any of them, proxies,each with fullthe power of substitution, forare hereby authorized to represent and invote the name of the executing shareholder(s), to vote all shares of the common stock of Oxford Industries, Inc. thatundersigned, with all the executing shareholder(s)powers which the undersigned would be entitled to votepossess if personally present, at the Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Wednesday, June 15, 2016, at 3:00 p.m., local time, at The Fifth Floor Conference Center, located at 999 Peachtree Street, N.E., Atlanta, Georgia 30309, and16, 2020 or at any postponement or adjournment or postponement thereof,thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxies are authorized to vote upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is acknowledged, and upon anysuch other business thatas may properly come before the meeting or any adjournment or postponement thereof. Said persons are directedmeeting. (Items to vote as indicatedbe voted appear on reverse side) Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items Proxy - Oxford Industries, Inc. Small steps make an impact. Help the reverse side, and otherwise in their discretion, as recommendedenvironment by the Board of Directors, upon any other business. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES, AS RECOMMENDED BY THE BOARD OF DIRECTORS, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. See reverse for voting instructions.consenting to receive electronic delivery, sign up at www.envisionreports.com/Oxford