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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OXFORD INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

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NOTICE AND PROXY STATEMENT

 

 

OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 15, 2009

 

 

A list of the Company’s shareholders entitled to vote at the annual meeting will be available for examination by any shareholder of the Company, or his or her agent or attorney, at the annual meeting. The enclosed proxy is solicited on behalf of the Company’s Board of Directors. 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.

 

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU ATTEND THE MEETING, YOU MAY ELECT TO VOTE IN PERSON.

 

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.

 

By Order of the Board of Directors,

 

 

Thomas E. Campbell

Secretary

 

TABLE OF CONTENTS

 

OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308

 

 

PROXY STATEMENT

 

 

For Annual Meeting of Shareholders

To Be Held on June 15, 2009

 

ABOUT THE MEETING

 

Why did you send me this proxy statement?

 

The Board of Directors of Oxford Industries, Inc., a Georgia corporation, seeks your proxy for use in voting at our 2009 Annual Meeting of Shareholders or at any postponements or adjournments of the annual meeting. Our annual meeting will be held at the offices of Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308, on Monday, June 15, 2009, at 3:00 p.m., local time. You may contact our Investor Relations Department at (404) 659-2424 to obtain directions to the site of the annual meeting.

 

We will begin mailing this proxy statement, the attached Notice of Annual Meeting of Shareholders and the accompanying proxy card on or about May 11, 2009 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. Along with this proxy statement, we are also sending our Annual Report to Shareholders for fiscal 2008.

 

What is a proxy?

 

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is called a proxy or a proxy card. We have designated three of our officers, J. Hicks Lanier, Thomas C. Chubb III and Thomas E. Campbell, as proxies for our 2009 Annual Meeting of Shareholders.

 

What am I voting on?

 

You will be voting on each of the following:

 

1. To elect three directors nominated by our Board of Directors to serve on our Board of Directors for a term of three years;

 

2. To approve an amendment to the Oxford Industries, Inc. Long-Term Stock Incentive Plan to (a) increase by 1,000,000 shares the number of shares of our common stock that can be granted to participants over the life of the plan, and (b) remove the plan’s sub-limit of 700,000 shares on the number of shares of our common stock that can be transferred to participants free of a substantial risk of forfeiture in connection with grants of restricted shares under the plan or in satisfaction of restricted share units awarded under the plan;

 

3. To approve an amendment to the Oxford Industries, Inc. Employee Stock Purchase Plan to increase by 500,000 shares the number of shares of our common stock reserved for issuance under the plan;

4. To ratify the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm during fiscal 2009; and

 

5. To transact any other business that properly comes before the annual meeting or any adjournment or postponement of the annual meeting.

 

As of the date of this proxy statement, our Board of Directors knows of no other matter that will be brought before the annual meeting.

 

You may not cumulate your votes for any matter being voted on at the annual meeting, and you are not entitled to appraisal or dissenter’s rights. You may vote “for,” “against,” or “abstain” from voting on each proposal.

 

Who can vote?

 

You may vote if you owned shares of our common stock as of the close of business on April 15, 2009, the record date for our 2009 Annual Meeting of Shareholders. As of the close of business on April 15, 2009, there were 15,892,016 shares of our common stock issued and outstanding.

 

How do I vote?

 

If, on April 15, 2009, your shares of our common stock were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. As a shareholder of record, you may vote using one of the following methods:

 

 

If, on April 15, 2009, your shares were held in an account at a bank or broker, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The bank or broker holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your bank or broker on how to vote the shares in your account. Telephone and/or Internet voting may be available to direct your bank or broker on how to vote the shares in your account. The availability of telephone and/or Internet voting will depend on the voting processes of your bank or broker. Please follow the directions on your proxy card carefully. Even if your shares are held in an account at a bank or broker, you are invited to attend the annual meeting. 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.

 

What if my shares are registered in more than one person’s name?

 

If you own shares that are registered in the name of more than one person, each person must sign the enclosed proxy. If the proxy is signed by an attorney, executor, administrator, trustee or guardian or by any other person in a representative capacity, the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

 

What does it mean if I receive more than one proxy?

 

It means you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares by completing and providing your voting instructions for all proxy cards that you receive.

What if I return my proxy but do not provide voting instructions?

 

If you sign and return your proxy but do not include voting instructions, your proxy will be voted as recommended by our Board of Directors as follows:

 

 

A properly executed proxy card marked “Abstain” with respect to any proposal will not be voted for such proposal. If you hold shares in an account at a bank or broker, see “— Will my shares be voted if I do not provide my proxy?” below.

 

Can I change my mind after I 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:

 

 

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.

 

How many votes am I entitled to?

 

You are entitled to one vote for each share of our common stock that you owned on the record date.

 

How many votes must be present to hold the annual meeting?

 

In order for us to conduct the annual meeting, the holders of a majority of the shares of our common stock issued and outstanding as of the close of business on April 15, 2009 must be present at the annual meeting in person or by proxy. This is referred to as a quorum. Broker non-votes (as described below under “— Will my shares be voted if I do not provide my proxy?”), if any, will be counted as shares present for purposes of determining the presence of a quorum.

 

How many votes are needed to elect directors?

 

In an uncontested election at an annual meeting of shareholders, such as this annual meeting, our Bylaws require 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). If a nominee who is already serving as a director is not elected by a majority of the votes cast at the annual meeting in an uncontested election, under Georgia law the director would continue to serve on our Board of Directors as a “holdover director.” However, under our Bylaws, any holdover director who stood for election but failed to receive a majority of the votes cast with respect to such director must offer to tender his or her resignation to our Board of Directors. Our Board of Directors, 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 of Directors 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. If a nominee who was not already serving as a director is not elected at the annual meeting, that nominee would not become a director and would not serve on our Board of Directors as a holdover director. All of the director nominees for election at the 2009 Annual Meeting of Shareholders are currently serving on our Board of Directors.

 

In a contested election at an annual meeting of shareholders (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

 

Abstentions will have no effect on the vote for the election of directors.

 

What is the purpose of the amendment to the Oxford Industries, Inc. Long-Term Stock Incentive Plan?

 

The proposal to amend the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the “LTIP”) is to (1) increase by 1,000,000 shares the number of shares of our common stock that can be granted to participants over the life of the LTIP, and (2) remove the LTIP’s sub-limit of 700,000 shares on the number of shares of our common stock that can be transferred to participants free of a substantial risk of forfeiture in connection with grants of restricted shares under the LTIP or in satisfaction of restricted share units awarded under the LTIP. Our Board of Directors and Nominating, Compensation & Governance Committee believe this amendment is in our company’s and our shareholders’ best interests as it would facilitate the continued use of equity compensation awards under the LTIP in the future.

 

How many votes are needed to approve the amendment to the Oxford Industries, Inc. Long-Term Stock Incentive Plan?

 

Approval of the amendment to the LTIP, as specified in Proposal No. 2, 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. Broker non-votes, if any, will not be counted as entitled to vote on the proposal and will have no effect on the vote for this proposal.

 

What is the purpose of the amendment to the Oxford Industries, Inc. Employee Stock Purchase Plan?

 

The proposal to amend the Oxford Industries, Inc. Employee Stock Purchase Plan (the “ESPP”) would increase by 500,000 shares the number of shares of our common stock reserved for issuance under the ESPP. Our Board of Directors believes this amendment is in our company’s and our shareholders’ best interests as it would facilitate our continued use of the ESPP to provide employees with an opportunity to become more personally invested in our company.

 

How many votes are needed to approve the amendment to the Oxford Industries, Inc. Employee Stock Purchase Plan?

 

Approval of the amendment to the ESPP, as specified in Proposal No. 3, 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. Broker non-votes, if any, will not be counted as entitled to vote on the proposal and will have no effect on the vote for this proposal.

 

How many votes are needed to ratify the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm during fiscal 2009?

 

Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm during fiscal 2009, as specified in Proposal No. 4, 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.

 

Shareholder ratification of the appointment of Ernst & Young LLP is not required by law; however, our Board of Directors considers the solicitation of shareholder ratification to be in the best interests of our company and our shareholders. In light of the difficulty and expense involved in changing auditors on short notice, if our shareholders do not ratify the selection of Ernst & Young LLP at the annual meeting, it is contemplated that the appointment of Ernst & Young LLP for fiscal 2009 will stand unless our Board of Directors finds other reasons for making a change. Disapproval by our shareholders will be considered a recommendation that our Board of Directors select another independent registered public accounting firm for the following year.

 

How many votes are needed for other matters?

 

Approval of any other matter that properly comes before the annual meeting requires the affirmative vote of 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 (except as otherwise provided in our Articles of Incorporation or Bylaws or applicable law for actions that require a greater percentage of votes in favor of a proposal). Our Board of Directors knows of no other matters that will be brought before the annual meeting. If other matters are properly introduced, the persons named in the enclosed proxy as the proxy holders will vote on such matters in their discretion to the extent permitted under applicable law.

 

Will my shares be voted if I do not provide my proxy?

 

Under certain circumstances, your shares may be voted if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority, under the rules of the New York Stock Exchange (which we refer to as the “NYSE”), to vote shares on certain “routine” matters for which their customers do not provide voting instructions. Under the NYSE’s rules, as currently in effect, the election of directors and the ratification of Ernst & Young LLP as our independent registered public accounting firm are considered routine matters. However, the proposals to amend the LTIP and the ESPP are not considered routine matters under the NYSE rules.

 

When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that

proposal. Accordingly, a brokerage firm may not vote your shares on the proposals to amend the LTIP and the ESPP without specific instructions from you. This is called a “broker non-vote.” In tabulating the voting result for a proposal that is not a routine matter, shares for which a brokerage firm signs and returns a proxy on your behalf that does not contain voting instructions with respect to that proposal will be deemed a broker non-vote. These proxies 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 proposal.

 

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy or attend the annual meeting and vote in person.

 

This proxy statement and our Annual Report to Shareholders for fiscal 2008 are available on the Internet at www.proxymaterials.oxfordinc.com.

 

The following table sets forth information about our executive officers as of April 15, 2009:

 

 

All of our executive officers are elected by and serve at the discretion of either our Board of Directors or the Chairman of our Board of Directors.

 

Mr. J. Hicks Lanier has been our Chairman and Chief Executive Officer since 1981. Mr. Lanier also served as our President from 1977 until 2003. He currently serves as a director of SunTrust Banks, Inc., Crawford & Company and Genuine Parts Company. He serves on the Audit and Risk Committees of SunTrust Banks, Inc., and the Audit Committee of Crawford & Company. He also serves on the Compensation, Nominating and Governance Committee of Genuine Parts Company and the Nominating / Corporate Governance / Compensation Committee of Crawford & Company.

 

Mr. John A. Baumgartner was appointed Senior Vice President and Chief Information Officer in 2004. From 1992 to 2004, he served as a Vice President.

 

Mr. Thomas E. Campbell has served as Senior Vice President-Law, General Counsel and Secretary since 2008. Mr. Campbell served as our Vice President-Law, General Counsel and Secretary from 2006 to 2008. Prior to joining our company, Mr. Campbell was Senior Counsel at Interface, Inc., a manufacturer and marketer of floor coverings and fabrics, where he had served since 1997.

 

Mr. Thomas C. Chubb III was appointed Executive Vice President in 2004. From 1999 to 2004, he served as our Vice President, General Counsel and Secretary.

 

Ms. Christine B. Cole has served as Senior Vice President-Human Resources since 2008. Ms. Cole served as our Vice President-Human Resources from 2004 to 2008. Prior to joining our company, Ms. Cole had been the Vice President of Reed Business Information, Inc., a provider of information and communications for a diverse range of business sectors, beginning in 1999.

 

Mr. K. Scott Grassmyer has served as Senior Vice President, Chief Financial Officer and Controller since 2008. Mr. Grassmyer served as our Senior Vice President and Controller from 2004 to 2008. From 2003 to 2004, he served as our Vice President and Controller. Mr. Grassmyer was appointed our Controller in 2002.

Mr. Miles Gray is CEO, Ben Sherman Group (one of our operating groups) and has held that position since our acquisition of Ben Sherman Limited in 2004. Prior to joining our company, Mr. Gray had been the CEO of Ben Sherman Limited since 2000. From 1997 to 2000, Mr. Gray was Ben Sherman’s European Sales & Marketing Director.

 

Mr. Knowlton J. O’Reilly is Group Vice President and has held that position since 2007. Mr. O’Reilly previously served as a Group Vice President of our company from 1978 until 2006. Mr. O’Reilly’s previous employment with our company ended in June 2006 in connection with the sale of our Womenswear Group. From June 2006 until November 2007, Mr. O’Reilly served as Group Vice President of The Millwork Trading Co., Ltd., d/b/a Li & Fung USA, a subsidiary of Hong Kong-based consumer sourcing goods company Li & Fung Trading Limited and the purchaser of our Womenswear Group. Mr. O’Reilly also served as a member of our Board of Directors from 1987 to 2005.

 

Mr. Terry R. Pillow is CEO, Tommy Bahama Group (one of our operating groups) and has held that position since 2008. Prior to joining our company, from 2005 to 2006, Mr. Pillow served at Polo Ralph Lauren Corporation as President & Chief Executive Officer, Ralph Lauren Footwear. From 1999 to 2005, Mr. Pillow was Executive Vice President for Reebok International Limited where he served as President & Chief Executive Officer of Ralph Lauren Footwear from 2001 to 2005.

 

Ms. Anne M. Shoemaker was appointed Vice President-Capital Markets and Treasurer in 2007. She served as our Vice President-Internal Audit from 2004 to 2007. From 2001 to 2004, she served as our Director of Credit and Internal Audit.

 

Mr. James F. Tuman III is President, Lanier Clothes (one of our operating groups) and has had this position since 2005. From 1994 to 2005, Mr. Tuman served as Group Manager and Vice President-Manufacturing of Lanier Clothes.

 

ELECTION OF DIRECTORS
(Proposal No. 1)

 

Under our Articles of Incorporation, our Board of Directors will consist of at least nine members, with the specific number fixed by our Bylaws, from time to time, by resolution of our Board of Directors or by the affirmative vote of at least 75% of our outstanding capital stock entitled to vote generally in the election of directors. Currently, our Bylaws have fixed the number of directors at 10, with nine members presently serving. Accordingly, there is one vacancy on our Board of Directors; however, proxies cannot be voted for more than three nominees. In accordance with our Articles 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 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.

 

Pursuant to our Bylaws, an individual becomes ineligible for election or appointment as a director:

 

 

Our Board of Directors currently consists of three Class I directors, three Class II directors and three Class III directors. At our 2009 Annual Meeting of Shareholders, the terms of Messrs. John R. Holder, J. Hicks Lanier and Clarence H. Smith, the three Class II directors, will expire. Messrs. Lanier and Smith were most recently elected by our shareholders at our 2006 Annual Meeting of Shareholders.

 

Mr. Holder was initially elected as a director by our Board of Directors on March 26, 2009 to fill a Class II director vacancy. Mr. Holder was recommended to our Nominating, Compensation & Governance Committee as a potential director nominee by our Chairman and Chief Executive Officer. Following the recommendation, Mr. Holder was evaluated as a potential director nominee by our Nominating, Compensation & Governance Committee. After evaluating Mr. Holder’s qualifications and independence, our Nominating, Compensation & Governance Committee recommended that our Board of Directors elect Mr. Holder to our Board of Directors.

 

Our other directors are expected to remain in office for the remainder of their respective terms, as indicated below.

 

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 2009 Annual Meeting of Shareholders, we must have received the nomination not later than the close of business on March 18, 2009. We have not received a shareholder nomination for a director for consideration at the annual meeting. Accordingly, the election of directors at the 2009 Annual Meeting of Shareholders is an uncontested election.

 

Under Georgia law, if, in an uncontested election at the annual meeting, a nominee who is already serving as a director is not elected, the director would continue to serve on our Board of Directors as a “holdover director.”

Under our Bylaws, any holdover director who fails to be elected by a majority of the votes cast with respect to such director in an uncontested election must offer to tender his or her resignation to our Board of Directors. Our Board of Directors, 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 of Directors 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. If a nominee who was not already serving as a director is not elected at the annual meeting, that nominee would not become a director and would not serve on our Board of Directors as a “holdover director.” All of the director nominees for election at the 2009 Annual Meeting of Shareholders are currently serving on our Board of Directors.

 

Abstentions will have no effect on the vote for the election of directors.

 

Each nominee has consented to serve if elected, and our Board of Directors 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 to the annual meeting, then at the recommendation of our Board of Directors:

 

 

Our Board of Directors is also searching for other qualified persons to add to our Board of Directors to fill the remaining vacancy. Because no such candidate was identified at the time that this proxy statement was delivered to our shareholders, our Board of Directors has determined to leave the seat vacant until an appropriate individual has been identified. Proxies cannot be voted for a greater number of persons than the number of nominees named.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO ELECT EACH OF THE CLASS II DIRECTOR NOMINEES LISTED BELOW.

 

The following table sets forth, as of April 15, 2009, certain information concerning the director nominees and our other directors who will be continuing after our 2009 Annual Meeting of Shareholders.

 

Nominees for Election — Class II Directors — Terms Expire in 2012

 

Continuing — Class III Directors — Terms Expire in 2010

 

 

Continuing — Class I Directors — Terms Expire in 2011

 

 

 

 

Our Board of Directors has adopted a Conflict of Interest and Business Ethics Policy for all of our directors, officers and employees. It is our policy that all such covered persons must avoid any activity that is or has the appearance of being hostile, adverse or competitive with our business, or that interferes with the proper performance of the individual’s duties, responsibilities or loyalty to our company. Members of the Executive Committee of our Board of Directors have the authority to grant a waiver of a provision of our Conflict of Interest and Business Ethics Policy to any of our employees (including any officer who is also not a director). Our Board of Directors has the exclusive authority to grant a waiver of a provision of our Conflict of Interest and Business Ethics Policy to any of our directors.

 

In addition, our Board of Directors has adopted an ethical conduct policy for our senior financial officers, including, among others, our chief executive officer, our chief financial officer and our chief accounting officer. These individuals are expected to adhere at all times to this ethical conduct policy. Failure to comply with this ethical conduct policy is a serious offense and will result in appropriate disciplinary action. Our Board of Directors has the authority to approve any deviation or waiver of this ethical conduct policy.

 

We will disclose on our Internet website at www.oxfordinc.com, to the extent and in the manner permitted by Item 5.05 of Form 8-K under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), (i) the nature of any amendment to these conduct policies (other than technical, administrative or other non-substantive amendments), (ii) our approval of any material departure from a provision of these conduct policies granted to any of our executive officers or directors, or (iii) our failure to take action within a reasonable period of time regarding any material departure from a provision of these conduct policies that has been made known to any of our executive officers.

 

We have posted our Conflict of Interest and Business Ethics Policy and our ethical conduct policy for our senior financial officers on our Internet website at www.oxfordinc.com. A copy of each of these policies is available in print to any shareholder who so requests it. Requests for a copy of either of these policies should be mailed to: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.

 

Section 16(a) of the Exchange Act requires that our officers and directors, and persons who beneficially own more than 10% of our common stock, file with the U.S. Securities and Exchange Commission (which we refer to as 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.

 

Based solely on a review of the copies of such reports furnished to us, we believe that during fiscal 2008, our officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

 

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 (i) the 90th day prior to the annual meeting or (ii) 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 Chairman of our Nominating, Compensation & Governance Committee for consideration. In order for a shareholder to nominate a director candidate for consideration at our 2010 Annual Meeting of Shareholders, we must receive notice of such nomination on or before March 17, 2010 unless the date of our 2010 Annual Meeting of Shareholders is advanced more than 30 days prior to or delayed more than 30 days after June 15, 2010. Any such nominations must comply with the other requirements for proper nominations pursuant to our Bylaws.

 

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 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: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.

 

In addition to candidates submitted by shareholders, our Nominating, Compensation & Governance Committee will also consider candidates recommended by directors, management, third party search firms and other valid and reliable sources. Candidates recommended by any of these sources will be equally evaluated and considered. Our Nominating, Compensation & Governance Committee will compile a complete list of candidates recommended from any valid source and evaluate each candidate. Each candidate will be evaluated in the context of the current composition of our Board of Directors, the current needs of our Board of Directors and the long-term interests of our shareholders. In making its evaluation of possible director candidates, our Nominating, Compensation & Governance Committee will consider, among other things, issues such as a candidate’s independence, age, understanding of our industry, general business knowledge and experience, financial literacy and expertise, availability and commitment. After evaluating each candidate, our Nominating, Compensation & Governance Committee will determine which candidates it will recommend to the full Board of Directors.

 

The table below sets forth certain information, as of April 15, 2009 (except as noted), regarding the beneficial ownership of shares of our common stock by:

 

 

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, the address for each shareholder on this table is c/o Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308.

 

 

 

 

 

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 above under this heading “Common Stock Ownership by Management and Certain Beneficial Owners” 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.

 

Our Board of Directors oversees our company’s business in accordance with the Georgia Business Corporation Code, as implemented by our Articles of Incorporation and Bylaws. Directors are elected by our shareholders to oversee their interest in the long-term health and overall success of our company. Our Board of Directors serves as the ultimate decision-making body of our company, except for those matters reserved to or shared with our shareholders. Our Board of Directors selects and oversees the members of senior management, who are charged by our Board of Directors with conducting the day-to-day business of our company.

 

Our Board of Directors annually reviews the independence of our directors. As a result of its review, our Board of Directors has affirmatively determined that none of the following director nominees has a material relationship with our company (either directly or as a partner, shareholder or officer of an organization that has a relationship

with our company), each of the following director nominees meets the categorical standards of the NYSE regarding independence and, as a result, each of the following director nominees is independent: John R. Holder and Clarence H. Smith. In addition to Messrs. Holder and Smith, our Board of Directors has affirmatively determined that the following directors are independent under the NYSE’s categorical standards and do not have a material relationship with our company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our company): Cecil D. Conlee, George C. Guynn, Dennis M. Love and Helen B. Weeks.

 

In determining director independence, our Board of Directors broadly considered all relevant facts and circumstances, including the corporate governance listing standards of the NYSE. Our Board of Directors considered the issue not merely from the standpoint of a director, but also from that of persons or organizations with which the director has an affiliation. An independent director is free of any relationship with our company or management that might impair the director’s ability to make independent judgments.

 

Mr. J. Hicks Lanier is an employee of our company and is not independent. Mr. J. Reese Lanier’s son served as one of our executive officers during the previous three years and, in accordance with the NYSE’s corporate governance listing standards, he is not independent.

 

Mr. E. Jenner Wood III was designated an executive officer of SunTrust Banks, Inc. on December 12, 2008, at which time our Chairman and Chief Executive Officer Mr. J. Hicks Lanier served as a member of the compensation committee of SunTrust Banks, Inc. Mr. Lanier ceased to serve on the compensation committee of SunTrust Banks, Inc. and was reassigned to SunTrust Banks, Inc.’s Risk Committee at the first meeting of SunTrust Banks’ Board of Directors following Mr. Wood’s promotion. Pursuant to the NYSE’s corporate governance listing standards, because Mr. Lanier served on SunTrust Banks, Inc.’s compensation committee at the time of Mr. Wood’s designation as an executive officer of SunTrust Banks, Inc., Mr. Wood was not independent as of the time of such designation (and would similarly not be independent pursuant to such corporate governance listing standards for a period of three years subsequent to the time that Mr. Wood was an executive officer of SunTrust Banks, Inc. and Mr. Lanier concurrently served as a member of SunTrust Banks, Inc.’s compensation committee).

 

Our Board of Directors has adopted Corporate Governance Guidelines that set forth certain guidelines for the operation of the Board of Directors and its committees. In accordance with its charter, our Nominating, Compensation & Governance Committee periodically reviews and assesses the adequacy of our Corporate Governance Guidelines. We have posted our Corporate Governance Guidelines on our Internet website at www.oxfordinc.com. A copy of our Corporate Governance Guidelines is available in print to any shareholder who so requests it. Requests for a copy of our Corporate Governance Guidelines should be mailed to: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.

 

In accordance with our Corporate Governance Guidelines, our Board of Directors annually conducts a self-evaluation. Our Nominating, Compensation & Governance Committee oversees our Board of Directors’ self-evaluation process.

 

Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately from the other directors in executive sessions. Our non-employee directors include directors who are independent, as determined by our Board of Directors, and any other directors who are not officers or employees of our company

even though they may have another relationship with our company or management that prevents them from being considered independent under the NYSE’s corporate governance listing standards.

 

Cecil D. Conlee is our presiding independent director in accordance with our Corporate Governance Guidelines. The presiding independent director serves in a lead capacity to chair executive sessions of our non-employee directors and coordinate the activities of our other non-employee directors.

 

Our Board of Directors plans for succession to the position of Chief Executive Officer, as well as certain other senior management positions. To assist our Board of Directors, our Chairman and Chief Executive Officer periodically provides our non-employee directors with an assessment of senior executive officers and their potential to succeed him. He also provides our non-employee directors with an assessment of persons considered potential successors to certain senior management positions.

 

Our Board of Directors met four times during fiscal 2008. During fiscal 2008, each of our incumbent directors attended at least 75 percent 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.

 

While we have not adopted a formal policy regarding attendance by directors at our annual meetings of shareholders, we encourage directors to attend the annual meetings of shareholders in person. Seven of the eight directors who served on our Board of Directors at the conclusion of our 2008 Annual Meeting of Shareholders attended the meeting in person.

 

Our Board of Directors has a standing Executive Committee, Audit Committee and Nominating, Compensation & Governance Committee.

 

Executive Committee

 

J. Hicks Lanier, Dennis M. Love and E. Jenner Wood III are the members of our Executive Committee. Mr. Lanier is chairman of our Executive Committee.

 

Our Executive Committee is authorized to exercise the authority of the full Board of Directors in managing the business and affairs of our company. However, our Executive Committee does not have certain powers that are reserved to our full Board of Directors under the Georgia Business Corporation Code, including the following:

 

1. to fill vacancies on our Board of Directors or any of the committees of our Board of Directors;

 

2. to adopt, amend or repeal our Bylaws; or

 

3. to approve or propose to shareholders any action that Georgia law requires to be approved by shareholders.

 

Our Executive Committee met in person once and acted by written consent on three occasions during fiscal 2008.

Audit Committee

 

Cecil D. Conlee, George C. Guynn and John R. Holder are the members of our Audit Committee. Mr. Conlee is chairman of our Audit Committee. We have posted our Audit Committee’s charter on our Internet website at www.oxfordinc.com. A copy of our Audit Committee’s charter is available in print to any shareholder who so requests it. Requests for a copy of our Audit Committee’s charter should be mailed to: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.

 

Our Board of Directors annually evaluates the financial expertise and independence of the members of our Audit Committee. Following its review, our Board of Directors determined that Mr. Conlee is an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K. Our Board of Directors also determined that all members of the Audit Committee are independent and are financially literate in accordance with the NYSE’s governance listing standards and the SEC’s regulations.

 

Our Board of Directors established the Audit Committee in accordance with Rule 10A-3 of the Exchange Act to assist our Board of Directors in fulfilling its responsibilities with respect to the 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. Our Audit Committee may exercise additional authority prescribed from time to time by our Board of Directors.

 

Our Audit Committee met in person five times and acted by written consent on one occasion during fiscal 2008.

 

Nominating, Compensation & Governance Committee

 

Dennis M. Love, Clarence H. Smith and Helen B. Weeks are the members of our Nominating, Compensation & Governance Committee. Mr. Smith is chairman of our Nominating, Compensation & Governance Committee. We have posted our Nominating, Compensation & Governance Committee’s charter on our Internet website at www.oxfordinc.com. A copy of our Nominating, Compensation & Governance Committee’s charter is available in print to any shareholder who so requests it. Requests for a copy of our Nominating, Compensation & Governance Committee’s charter should be mailed to: Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, GA 30308, Attention: Investor Relations.

 

Our Board of Directors has determined that all members of our Nominating, Compensation & Governance Committee are independent in accordance with the NYSE’s corporate governance listing standards. The purpose of our Nominating, Compensation & Governance Committee is to:

 

1. assist our Board of Directors in fulfilling its responsibilities with respect to 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 of Directors;

4. review and recommend committee appointments;

 

5. take a leadership role in shaping our corporate governance;

 

6. develop and recommend to our Board of Directors for adoption our Corporate Governance Guidelines;

 

7. lead our Board of Directors in an annual review of its own performance; and

 

8. perform other functions that it deems necessary or appropriate.

 

Our Nominating, Compensation & Governance Committee also has the following responsibilities, among others, related to compensation of our directors, officers and other key employees:

 

1. administering our stock option and restricted stock plans;

 

2. administering our Executive Performance Incentive Plan;

 

3. reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

 

4. evaluating our Chief Executive Officer’s performance in light of those goals and objectives;

 

5. determining the compensation of our Chief Executive Officer based upon this evaluation;

 

6. reviewing and approving the compensation of our executive officers; and

 

7. making recommendations to our Board of Directors regarding non-chief executive officer compensation, incentive-compensation plans and equity-based plans.

 

To facilitate our Nominating, Compensation & Governance Committee’s fulfillment of its responsibilities relating to the compensation of our Chief Executive Officer, as well as certain of our other executive officers, our Corporate Human Resources Department and other internal resources provide information to the committee, upon request. In addition, in reviewing and approving the compensation of our executive officers other than our Chief Executive Officer, our Nominating, Compensation & Governance Committee considers the recommendation and evaluation of our Chief Executive Officer in evaluating such compensation. Our Nominating, Compensation & Governance Committee met in person on two occasions and acted by written consent on three occasions during fiscal 2008.

 

Pursuant to its charter, our Nominating, Compensation & Governance Committee has sole authority to retain a compensation consultant to assist in the evaluation of director, chief executive officer or executive officer compensation, to retain a search firm to assist in identifying director candidates, to retain outside counsel and to retain any other advisors the committee may deem appropriate. Our Nominating, Compensation & Governance Committee has the sole discretion with respect to the retention and fees payable to any such consultants or advisors.

 

Compensation Philosophy and Objectives

 

Our executive compensation programs are designed to motivate our key employees to achieve short- and long-term corporate goals that enhance shareholder value and enable us to attract and retain exceptionally talented individuals who can deliver outstanding business performance.

 

Our compensation programs have historically been designed to provide our executive officers (other than our Chief Executive Officer) with total cash compensation between the median and 75th percentile of total cash compensation paid to similarly situated individuals in our industry with the specific responsibilities and experience of our executive officers. In approving the total cash compensation that may become payable to our Chief Executive Officer, our Nominating, Compensation & Governance Committee (which we refer to in this section of the proxy statement as our “compensation committee”) historically targeted total cash compensation at the median of the total cash compensation paid to chief executives at a comparison group of “peer companies” (as further described below under “— Benchmarking”).

 

To meet these objectives, our compensation committee has traditionally aimed to provide pay for performance by setting challenging company-related performance goals for our executives and conditioning a significant proportion of their compensation on the achievement of those goals. As a result, a significant proportion of our executive officers’ compensation for fiscal 2008 and prior periods disclosed in this proxy statement, as described below, is based on corporate, divisional and/or individual performance. Our compensation committee reviews all components of the compensation payable to our executive officers, including base salaries, bonuses, and long-term equity incentive compensation.

 

Named Executive Officers for Fiscal 2008

 

Our “named executive officers” for fiscal 2008 are as follows:

 

 

Because Mr. Grassmyer was not a named executive officer prior to our eight month transition period ended February 2, 2008, compensation information for Mr. Grassmyer prior to such transition period is not included in this proxy statement in accordance with the SEC’s rules. Messrs. Pillow and O’Reilly were not named executive officers prior to fiscal 2008 and, accordingly, compensation information for these individuals for periods prior to fiscal 2008 is not included in this proxy statement.

 

Eight Month Transition Period Ended February 2, 2008

 

On October 8, 2007, our Board of Directors approved a change to our fiscal year end. Effective with our fiscal year which commenced on June 2, 2007, our fiscal year ends at the end of the Saturday closest to January 31 and

will, in each case, begin at the beginning of the day next following the last day of the preceding fiscal year. Accordingly, there was an eight month transition period from June 2, 2007 through February 2, 2008, which we refer to as our “eight month transition period ended February 2, 2008.”

 

We also refer in this section of our proxy statement to “fiscal 2007,” which is the 52 week period which commenced on June 3, 2006 and ended June 1, 2007, “fiscal 2008,” which is the 52 week period which commenced on February 3, 2008 and ended on January 31, 2009, and “fiscal 2009,” which is the 52 week period which commenced on February 1, 2009 and will end on January 30, 2010. Because our eight month transition period ended February 2, 2008 represents an eight month period, compensation amounts disclosed with respect to the eight month transition period are not directly comparable to amounts presented for fiscal 2007 and fiscal 2008.

 

Significant Considerations during Fiscal 2008 and Fiscal 2009

 

In light of the considerable deterioration in the economic environment, we took certain actions in response to the challenging business conditions faced by our company during fiscal 2008 and for fiscal 2009. As further described below under “— Base Salary” and “— Short-Term Incentive Compensation (Bonuses),” these actions included the following:

 

 

The table below summarizes the target total cash compensation (base salary and short-term incentive compensation) levels for each of our named executive officers during fiscal 2008 and for fiscal 2009.

 

 

 

 

Role of Executive Officers in Compensation Decisions

 

Our compensation committee is responsible for the oversight of our executive compensation program, including compensation paid to each of our named executive officers. To assist our compensation committee, the agenda for each meeting of the committee is prepared by our compensation committee in consultation with our senior management, as appropriate. Our senior management, in particular our General Counsel and our Senior Vice President-Human Resources, is responsible for providing appropriate agenda materials for our compensation committee’s review and consideration and documenting the actions of the committee. Our Chief Executive Officer, Executive Vice President, General Counsel and Senior Vice President-Human Resources regularly attend meetings of our compensation committee, excluding portions of meetings during which the committee may request to meet without one or more of such officers present.

 

With the oversight of our compensation committee and our Chief Executive Officer, our Senior Vice President-Human Resources and our Executive Vice President are tasked with reviewing and summarizing executive compensation at peer companies, analyzing trends in executive compensation, reviewing with our compensation committee summary data relating to the range(s) of compensation for chief executive officers at peer companies, and making preliminary recommendations on executive officer compensation (other than the compensation of our Chief Executive Officer) to our Chief Executive Officer. Our Chief Executive Officer reviews the materials relating to compensation of other executive officers and makes recommendations to our compensation committee annually. Our compensation committee considers our Chief Executive Officer’s recommendations with respect to the compensation paid to other executive officers in approving the components of those officers’ compensation.

 

To assist our compensation committee with establishing company and divisional performance goals and in making determinations that relate to our or a division’s satisfaction of applicable performance criteria, our Chief Financial Officer provides our compensation committee with requested information relating to our budgeted plans for future periods and to our historical financial performance, including offering a certification as to actual performance relative to established performance measures. Our compensation committee considers our Chief Financial Officer’s information and certifications in establishing performance measures and in determining whether we have, or the applicable division has, met or exceeded the applicable performance measure.

Elements of Executive Officer Compensation

 

Total compensation for our named executive officers during fiscal 2008 consisted of the following components:

 

 

In approving the total compensation paid to our named executive officers, our compensation committee does not expressly allocate a specified percentage of total compensation to base salary, short-term incentive compensation and/or long-term equity compensation. However, in determining base salary and the short-term incentive compensation that a named executive officer may receive at target (as further described below under “— Base Salary” and “— Short-Term Incentive Compensation (Bonuses)”), our compensation committee considers the total cash compensation that would become payable to that officer in comparison to the total cash compensation ranges that are developed at the direction of our compensation committee and our Chief Executive Officer based on market surveys (as further described below under “— Benchmarking”).

 

Base Salary

 

Salaries are used to provide a fixed amount of compensation to our named executive officers for the performance of their duties.

 

Overview and Objectives.  The base salaries of our named executive officers are reviewed on an annual basis. All of the employment positions within our corporate headquarters function are assigned a job level based on the requirements and responsibilities of the position. At the direction of our compensation committee and our Chief

Executive Officer, our Corporate Human Resources Department reviews published market surveys of compensation of similarly positioned employees within our industry in order to develop salary ranges for each of these job levels (other than for our Chief Executive Officer). These published surveys include industry specific reports from Mercer HR Consulting, Salary.com (formerly ICR Limited), Towers Perrin and Watson Wyatt (as further described below under “— Benchmarking”). Our Chief Executive Officer, together with other members of our senior management, reviews the salary ranges developed by our Corporate Human Resources Department for each of our executive officers.

 

Each executive officer’s base salary is determined based on the person’s job level and individual responsibilities and performance. Our Chief Executive Officer recommends the salaries of all of our executive officers (other than our Chief Executive Officer) to our compensation committee based on his review of the salary ranges developed by our Corporate Human Resources Department. Our compensation committee determines the salary of our Chief Executive Officer and reviews and approves (with or without modification) the recommended salaries of all of our other executive officers. In evaluating and determining the salary of our Chief Executive Officer, our compensation committee considers our performance and our Chief Executive Officer’s performance during the preceding fiscal year and the salaries of chief executive officers at peer companies. While our compensation committee has not established a formal policy regarding the evaluation of the base salaries of our executive officers relative to executive officers at peer companies or within our company, it does evaluate compensation levels to ensure fairness based on individual performance and the size, importance and complexity of each executive officer’s position.

 

Base Salaries for Fiscal 2008

 

Chief Executive Officer’s Base Salary.  In March 2008, our compensation committee reviewed our Chief Executive Officer’s base salary and performance during our eight month transition period ended February 2, 2008. Our compensation committee noted that Mr. Lanier’s annual base salary of $832,000 approximated the average base salary paid to other chief executive officers of companies based in the metro-Atlanta area (excluding financial services companies), as reported by Watson Wyatt based on information publicly available by March 2008, and was significantly below the $926,000 average base salary paid to chief executive officers of apparel companies with annual revenues between $500 million and $1.5 billion, as reported by a 2008 Salary.com Apparel Industry Survey. As part of its review, our compensation committee also considered our recent financial performance relative to the peer companies described below. During the review process, Mr. Lanier recommended that our compensation committee consider not increasing his base salary in light of the prevailing challenging economic environment and its impact on our company. Although our compensation committee believed that Mr. Lanier’s performance had been noteworthy and that an increase in his base salary would have been justified, in light of Mr. Lanier’s recommendation, our compensation committee determined not to increase Mr. Lanier’s base salary for fiscal 2008.

 

Mr. Pillow’s Base Salary.  In connection with the pending retirement of the former CEO of the Tommy Bahama Group, our Chief Executive Officer and other members of senior management conducted a nationwide search for a successor chief executive of this operating division. Mr. Pillow was identified and hired in March 2008. In connection with his employment, Mr. Pillow’s annual base salary, as reviewed and approved by our compensation committee, was set at $750,000. Our Chief Executive Officer believed the base salary payable to Mr. Pillow was appropriate in order to attract Mr. Pillow to join our company and was consistent with the base compensation paid to similarly situated executives in the apparel industry with the qualifications and expertise that Mr. Pillow possessed.

 

Base Salaries of our Other Named Executive Officers.  In connection with our annual compensation review, Mr. Lanier recommended to our compensation committee that there be no increase in base salary for any of our other named executive officers for fiscal 2008. Mr. Lanier believed this recommendation was appropriate in light of the challenging economic environment and its impact on us. After consideration, our compensation

committee approved the recommendation, and none of our other named executive officers was given a base salary increase for fiscal 2008.

 

The actual base salaries paid to each of our named executive officers for fiscal 2008 are set forth under the column heading “Salary” in the table below under “— Summary Compensation Table for Fiscal 2008.”

 

Base Salaries for Fiscal 2009

 

Chief Executive Officer’s Base Salary.  In March 2009, our compensation committee reviewed Mr. Lanier’s performance during fiscal 2008. Despite Mr. Lanier’s effective leadership in the face of challenging business conditions and recent successes in transitioning our company from our historical domestic manufacturing roots towards a lifestyle branded apparel company, our compensation committee approved a forty percent reduction in Mr. Lanier’s annual base salary from $832,000 to $500,000. The reduction in base salary was proposed by Mr. Lanier as part of our overall initiative to reduce costs in response to the difficult economic environment. At Mr. Lanier’s request, the reduction in annual base salary was made retroactive to the beginning of fiscal 2009 and, as a result, the rate of payment of Mr. Lanier’s base salary for the remainder of fiscal 2009 was reduced to an amount which would bring Mr. Lanier’s total base salary for fiscal 2009 to $500,000.

 

Base Salaries of our Named Executive Officers (other than our Chief Executive Officer).  In connection with our annual compensation review in March 2009, Mr. Lanier recommended to our compensation committee that there be no increase in base salary for any named executive officer for fiscal 2009. Mr. Lanier believed this recommendation was consistent with our company’s overall initiative to contain or reduce costs in response to the difficult economic environment. After consideration, our compensation committee approved the recommendation, and none of these named executive officers was given a base salary increase for fiscal 2009.

 

Short-Term Incentive Compensation (Bonuses)

 

Overview and Objectives of our Executive Performance Incentive Plan.  Our executive officers have historically been eligible to receive annual cash bonuses based on performance awards granted under our Executive Performance Incentive Plan (which we refer to as the “EPIP”). The EPIP was re-approved by our shareholders in 2008 and is administered by our compensation committee. A performance award under the EPIP generally entitles the participant to cash compensation based upon the achievement by us or one or more of our business units of certain pre-established performance measures. For each EPIP participant, the bonus may be calculated as a percentage of base salary or as a percentage of a target bonus amount. Our compensation committee also has the authority under the EPIP to award discretionary bonuses to participants based on their individual personal performance.

 

The EPIP is used, among other things, to:

 

 

In administering the EPIP, our compensation committee establishes target bonus levels for our executive officers that are intended to reflect the individual’s responsibility within the organization and his or her ability to impact our performance as a whole. Target bonus levels for our executive officers typically are expressed as a percentage of base salary (as specified below) and, generally, such bonus percentages increase as an officer’s

responsibilities within our organization increase. Our compensation committee believes that our shareholders’ interests are better served by having a relatively greater percentage of total compensation of our most senior executives tied to our performance.

 

For fiscal 2008, our compensation committee approved an annual target bonus level expressed as a percentage of base salary for each of the named executive officers (other than Mr. Pillow, as described below) as follows:

 

 

Bonuses for Fiscal 2008.  Under the EPIP bonus program for fiscal 2008, the target bonus levels for each of our named executive officers (other than Mr. Pillow) consisted of two elements:

 

 

The formula bonus element represented 67% of the target bonus level for each participant, while the individual performance bonus element represented 33% of the target bonus level. Accordingly, the target formula bonus and target individual performance (which together comprise the annual target bonus level described above) for each of Messrs. Lanier, Grassmyer, O’Reilly and Chubb for fiscal 2008 were broken down as follows:

 

 

In March 2008, our compensation committee approved performance measures (as may be adjusted for non-recurring or unusual items) for each of our operating divisions. Bonuses for each of our named executive officers (other than Mr. Pillow) with respect to fiscal 2008 were contingent on satisfaction of the relevant performance measures.

 

Formula Bonuses.  For fiscal 2008, each of Mr. Lanier’s, Mr. Grassmyer’s and Mr. Chubb’s formula bonus was allocated as follows:

 

 

 

100% of the formula bonus for Mr. O’Reilly was based on the satisfaction by our Oxford Apparel division (which Mr. O’Reilly oversees) of a specified RONA target for that division.

 

With respect to the formula bonuses for fiscal 2008, if the applicable threshold performance measure for a particular operating division(s) was not met or exceeded for the performance period, no formula bonus would be awarded in respect of the portion of the officer’s formula basis allocated to that operating division(s). For actual performance between the threshold performance goal and the target performance goal or between the target performance goal and the maximum performance goal for the applicable operating division(s), the formula bonus allocated to the operating division(s) would be adjusted on a pro rata basis as a percentage of actual performance compared to the target performance goal. If the maximum performance goal was met or exceeded for an operating division(s), a named executive officer would be eligible to receive 150% of his target formula bonus allocated to the applicable operating division(s). As a result, the maximum formula bonus a named executive officer would have been able to earn under the EPIP for fiscal 2008 would have been 150% of his aggregate target formula bonus.

 

For fiscal 2008, our compensation committee approved the following performance goals for each of Mr. Lanier, Mr. Grassmyer and Mr. Chubb for the applicable operating division(s):

 

 

Following the end of fiscal 2008, our compensation committee certified our fiscal 2008 results for purposes of determining satisfaction of the formula bonus performance measures. Specifically, as it relates to Mr. Lanier’s, Mr. Grassmyer’s and Mr. Chubb’s bonuses for fiscal 2008, only our Oxford Apparel division met or exceeded the applicable threshold performance measure. The actual performance of our Oxford Apparel division was 90.0% of target RONA. Since the portion of the formula bonus allocated to the Oxford Apparel division for each of Messrs. Lanier, Grassmyer and Chubb was 10% of their respective total formula bonus, each of these named executive officers earned 9.0% of his respective target formula bonus. As a result, each of Mr. Lanier, Mr. Grassmyer and Mr. Chubb earned $52,678 (or 9.0% of $585,312), $7,191 (or 9.0% of $79,898), and $13,432 (or 9.0% of $149,243), respectively, in respect of the formula bonus for fiscal 2008.

 

However, in light of the difficult economic conditions and in view of our company’s overall challenges during fiscal 2008 and anticipated for fiscal 2009, each of these named executive officers decided to turn down the formula

bonus that he would have otherwise received in respect of fiscal 2008 and, with the approval of our compensation committee, no such bonuses were paid to these named executive officers.

 

Mr. O’Reilly’s Formula Bonuses.  For Mr. O’Reilly, a threshold RONA, target RONA and maximum RONA of 10.0%, 15.0% and 20.0%, respectively, for our Oxford Apparel division were established for fiscal 2008 (which were different performance measures than were applicable to the formula bonus allocated to our Oxford Apparel division for Messrs. Lanier, Grassmyer and Chubb because, for purposes of determining satisfaction of the performance measures of the Oxford Apparel division, the calculation of RONA for each of Messrs. Lanier, Grassmyer and Chubb gave effect to certain corporate-level charges that were not applied in the calculation of RONA for Mr. O’Reilly). Following the end of fiscal 2008, our compensation committee certified that, for purposes of Mr. O’Reilly’s formula bonus, our Oxford Apparel division exceeded the threshold RONA and achieved 94.0% of the target RONA. Accordingly, Mr. O’Reilly earned a formula bonus of $173,193 (or 94.0% of his target formula bonus of $184,250) in respect of fiscal 2008. In light of Mr. O’Reilly’s achievements in executing our company’s strategies in restructuring the Oxford Apparel business and satisfaction of the applicable RONA goals, Mr. Lanier recommended, and our compensation committee approved, the award of the formula bonus to Mr. O’Reilly.

 

Individual Performance Bonuses.  For fiscal 2008, the potential individual performance bonus for each of our named executive officers (other than Mr. Pillow) was contemplated to be determined as a function of the percentage of the target formula bonus payable in respect of our performance for fiscal 2008 and the individual’s personal performance during the fiscal year, subject to the compensation committee’s discretion as described below. As noted above, each of Mr. Lanier, Mr. Grassmyer and Mr. Chubb decided to turn down his cash bonus for fiscal 2008 and, as a result, no individual performance bonus was paid to any of these named executive officers for fiscal 2008.

 

Since Mr. O’Reilly received 94.0% of his formula bonus for fiscal 2008, the individual performance bonus opportunity at target individual performance for Mr. O’Reilly was 94.0% of his target individual performance bonus. As described above, the individual performance bonus at target comprises 33.0% of the total bonus level at target for an individual. Mr. O’Reilly’s target individual performance bonus for fiscal 2008 was $90,750 (or 33.0% of his target bonus amount of $275,000). Because Oxford Apparel’s actual performance during fiscal 2008 was 94.0% of target, Mr. O’Reilly’s individual performance at target for fiscal 2008 was reduced to $85,304 (or 94.0% of $90,750).

 

Generally, our compensation committee retains the discretion to determine the amount of the individual performance bonus for each of our executive officers from 0% to 200% of the target individual performance bonus (as adjusted to give effect to the satisfaction of the relevant performance targets, as described above) based upon an individual’s performance during the performance period. For example, our compensation committee had the discretion to award Mr. O’Reilly an individual performance bonus between $0 and $170,608 (i.e., between 0% and 200% of his target individual performance bonus after giving effect to the satisfaction of the RONA targets). After considering Mr. O’Reilly’s individual performance during fiscal 2008 and in light of Mr. Lanier’s recommendation, our compensation committee approved an individual performance bonus of $85,304 for Mr. O’Reilly in respect of fiscal 2008.

 

Mr. Pillow’s Bonus for Fiscal 2008.  In connection with Mr. Pillow’s employment by our company in March 2008, Mr. Pillow was guaranteed a bonus, solely with respect to fiscal 2008, in an amount equal to the greater of (1) 75% of his annualized base salary for fiscal 2008 (pro-rated for the portion of fiscal 2008 during which Mr. Pillow was employed by our company), or (2) an amount up to 100% of Mr. Pillow’s annualized base salary (pro-rated for the portion of fiscal 2008 during which Mr. Pillow was employed by our company) based on the satisfaction by the Tommy Bahama Group of certain PBT measures. In March 2008, our compensation committee established threshold, target and maximum PBT performance goals for our Tommy Bahama Group of $60,000,703, $66,007,374 and $72,007,444, respectively, for fiscal 2008. Because the Tommy Bahama Group did not achieve threshold PBT during fiscal 2008, Mr. Pillow received the pro-rated portion of 75% of his base salary, or $493,151, for fiscal 2008.

 

Fiscal 2009 Bonus.  For fiscal 2009, our management recommended, and our compensation committee approved, the suspension of our EPIP bonus program for our named executive officers. The decision to suspend the bonus program is part of our company’s overall initiative to reduce costs in light of the challenging economic conditions faced by the company. This decision also reflects the inherent difficulty these economic conditions present with respect to establishing meaningful bonus performance targets that serve the best interests of our shareholders.

 

Long-Term Equity Incentive Compensation

 

Overview and Objectives of our Long-Term Stock Incentive Plan.  Our Long-Term Stock Incentive Plan (which we refer to as the “LTIP”) was initially approved by our shareholders in 2004 and amended with the approval of our shareholders in 2006. As described under Proposal No. 2 below, our shareholders are voting at this annual meeting on an amendment to the LTIP that would increase the number of shares available for future grant under the LTIP and remove a sub-limit on the number of shares that can be transferred to participants (a) free of a “substantial risk of forfeiture” in connection with grants of restricted shares under the LTIP or (b) in satisfaction of restricted share units awarded under the LTIP.

 

Under the LTIP, our compensation committee has the authority to award equity grants to our non-employee directors and key employees (including our named executive officers). LTIP awards can be made in the form of non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. Since the LTIP went into effect, our compensation committee has granted awards under the LTIP exclusively in the form of restricted stock and restricted share units.

 

Our compensation committee has the discretion under the LTIP to determine whether dividends will be paid on restricted stock and restricted share units that have been granted. All previous grants of restricted stock under the LTIP have entitled the recipient to cash dividends that are generally payable to our shareholders. All previous grants of restricted share units under the LTIP have provided for the accrual of dividends which the recipient would be entitled to receive in cash following, and subject to, the satisfaction of applicable vesting requirements.

 

Our compensation committee utilizes the LTIP to, among other things:

 

 

Participation in the LTIP is limited and approved by our compensation committee based upon input from management.

 

Our compensation committee does not currently have a policy or practice with respect to the timing of stock or option awards coinciding with the release of material non-public information. Since we have granted equity awards under the LTIP exclusively in the form of restricted stock with a delayed vesting period, our compensation committee does not believe that such a policy or practice is necessary or appropriate.

 

In determining the size of equity grants for our key employees, our compensation committee considers the employee’s position and level of responsibility, both of which reflect the individual’s ability to influence our long-term performance. The number of restricted shares of our common stock that a key employee, including certain of our named executive officers, would receive at target performance pursuant to a performance share award or a restricted share unit award is considered by our senior management and our compensation committee when analyzing whether the total compensation opportunity for our executives is competitive in the relevant employment market.

 

LTIP Awards for Fiscal 2008.  In March 2008, our compensation committee reviewed the effectiveness of our historical equity compensation program and considered the merits of a service-based (time-based) restricted stock grant to our named executive officers. In considering this grant, our compensation committee wanted to provide awards that would incent these recipients to remain with us during a multi-year vesting period and further align the interests of our shareholders and the recipients, all of whom were key management employees. In accordance with the provisions of our LTIP, our compensation committee approved the following grants of restricted stock to our named executive officers: Mr. Lanier — 25,000 restricted shares; Mr. Grassmyer — 15,000 restricted shares; Mr. Pillow — 50,000 restricted shares; Mr. O’Reilly — 25,000 restricted shares; and Mr. Chubb — 25,000 restricted shares. The grant to Mr. Pillow was consistent with and part of the terms of his initial employment offer to join our company. All of these restricted shares will vest on March 28, 2011, subject to certain conditions including the recipient’s continued employment with our company. Our compensation committee believes these awards are appropriately designed to achieve the goals of incenting these key members of management to remain with our company and further align the interests of our shareholders and management.

 

LTIP Awards for Fiscal 2009.  When our compensation committee met in March 2009 as part of its annual review of named executive officer compensation, our compensation committee decided to defer the consideration of LTIP awards to our named executive officers and other key employees. Our compensation committee expects to reconsider LTIP awards to our named executive officers later in fiscal 2009.

 

LTIP Awards in respect of Prior Periods.  Under the LTIP, grants of restricted stock and restricted share units may be made or become vested based upon our achievement of “performance objectives,” which further facilitates alignment of the interests of shareholders and our directors and executive officers. Prior to the March 2008 restricted share grants to certain of our key employees, all of the LTIP awards to our employees were conditioned on our achievement of an earnings per share threshold for a designated performance period. In light of the service-based restricted stock grants in March 2008, our compensation committee did not grant any performance-based restricted stock awards during fiscal 2008.

 

Other Benefit Plans

 

Employee Stock Purchase Plan.  We have a tax-qualified Employee Stock Purchase Plan, which we refer to as the “ESPP,” generally available to all eligible employees based in the United States, including our named executive officers other than Mr. Lanier, who is not permitted to participate because he owns more than 5% of our outstanding common stock. The ESPP allows participants to acquire shares of our common stock at a discount price.

 

The ESPP consists of four purchase periods each calendar year. Pursuant to the ESPP, participants are allowed to make voluntary payroll deductions that accumulate in individual accounts beginning on the first day of each calendar quarter. An employee who has elected to participate in the ESPP for a purchase period may not cancel that election or reduce the amount of his or her payroll deduction until the start of the next purchase period. At the end of each calendar quarter, the amount credited to each individual employee’s account is applied to the purchase of our common stock at a price equal to 85% of the market price as of the close of business on the last day of the applicable calendar quarter. During fiscal 2008, Messrs. Grassmyer and Chubb participated in the ESPP.

 

Retirement Savings Plan.  We provide retirement benefits to our eligible employees, including the named executive officers who have achieved a minimum of one year of service, 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. Our named executive officers participate in our 401(k) plan on substantially the same terms as our other highly compensated employees.

During fiscal 2008, we made matching contributions of 100% of the first 3% of a participant’s compensation that was deferred, and matched 50% of the next 2% of a participant’s compensation that was deferred. Our company contributions are subject to limitations prescribed by the Internal Revenue Code. Our company contributions to the 401(k) plan vest immediately.

 

Although the terms of our 401(k) plan permit participants to make contributions to the plan from pre-tax compensation or after-tax compensation (or a combination of the two), after-tax contributions to our 401(k) plan are not permitted for individuals designated as “highly compensated employees” under applicable Internal Revenue Service guidelines. All of our named executive officers are deemed highly compensated employees under applicable Internal Revenue Service guidelines. During fiscal 2008, Messrs. Lanier, Grassmyer, O’Reilly and Chubb participated in our 401(k) plan. Mr. Pillow was not eligible to participate in our 401(k) plan during fiscal 2008 because he had not yet satisfied the minimum service requirements for eligibility.

 

Non-Qualified Deferred Compensation Plan.  We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the “Deferred Compensation Plan,” to employees based in the United States with a minimum base salary of $130,000, including the named executive officers. Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based bonus. The named executive officers participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2008, all of our named executive officers participated in the Deferred Compensation Plan.

 

All deferral elections are irrevocable except in the case of a hardship. During fiscal 2008, we made an annual 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 2008 was $230,000 and for calendar year 2009 will be $245,000), 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.

 

The Deferred Compensation Plan is intended to offer our highly-compensated employees, including our named executive officers, 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. Because none of the named executive officers have received above-market rates of return under the Deferred Compensation Plan, earnings under the plan are not included in the table below under “— Summary Compensation Table for Fiscal 2008.” However, earnings and related activity under the Deferred Compensation Plan by our named executive officers during fiscal 2008 are described below under “— Fiscal 2008 Non-Qualified Deferred Compensation.”

 

Under the Deferred Compensation Plan, participants may elect to have their contributions, as well as our contributions, during a given calendar year distributed as either:

 

 

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. The Deferred Compensation Plan constitutes an unfunded, non-qualified deferred compensation plan.

Executive Medical Insurance Plan.  Certain key employees based in the United States, including our named executive officers, are 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 under an insurance contract we entered into effective January 1, 2007. 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. Company contributions to each named executive officer during fiscal 2008 under our executive medical plan are included in the table below under “— Summary Compensation Table for Fiscal 2008.”

 

Other Benefits.  In addition to some of the other compensation policies discussed above, our named executive officers are generally eligible to participate in and receive the same health, life insurance and disability benefits available to our U.S.-based, eligible employees generally, subject to certain distinctions in our plans that are applicable to employees of our subsidiaries.

 

Perquisites

 

From time to time, our named executive officers receive discounts on merchandise purchased directly from our distribution centers or in our retail stores, 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. The aggregate amount of these discounts and benefits to each of our named executive officers is not readily ascertainable and is therefore excluded from the compensation disclosed in the tables set forth in this proxy statement. However, we do not believe that the aggregate cost to us of these discounts and benefits exceeds $10,000 for any of our named executive officers.

 

Benchmarking

 

We review compensation paid by “peer companies” in determining the target cash compensation provided to our Chief Executive Officer. We use Equilar, Inc.’s database to access competitive market compensation, where available. The following publicly-traded companies, representing, among others, a mix of Georgia-based companies, apparel marketing companies and retailers (including certain department stores that are also our customers), constitute the peer company group we reviewed in connection with compensation evaluations for fiscal 2008 (which was substantially the same peer company group we reviewed in connection with compensation evaluations for fiscal 2009):

 

This list of peer companies is developed at the direction of our compensation committee and Chief Executive Officer by our Corporate Human Resources Department with input from our Executive Vice President. Our compensation committee utilized compensation data from the foregoing peer companies in setting Mr. Lanier’s base salary for our eight month transition period ended February 2, 2008, which at the time was below the 40th percentile compared to the base salary paid to chief executives at peer companies, and in reviewing total compensation paid to chief executives at peer companies when establishing Mr. Lanier’s target bonus percentage. In determining Mr. Lanier’s target bonus percentage, which was set at 105% of his base salary for fiscal 2008, our compensation committee targeted total cash compensation that was at the median of total cash compensation paid to chief executives at our peer companies.

 

We also review market data to help us establish the range of reasonable compensation for our other executive officers, assuming achievement of corporate, divisional and individual performance objectives. During fiscal 2008, we reviewed the following published surveys and related resources in reviewing compensation levels for our other executive officers: Watson Wyatt — Executive Management Survey; Salary.com (formerly ICR Limited) Apparel Industry Survey; Mercer Executive Survey; Mercer Apparel Industry Survey; and the Equilar, Inc. database of peer companies. Historically, our executive officers’ target bonus levels have been established to provide total cash compensation between the median and 75th percentile of total cash compensation paid to similarly situated individuals in our industry with the specific responsibilities and experience of our executive officers. Total compensation ranges (including bonus levels) for our executive officers are reviewed and revised periodically based upon similar reviews of the published market surveys. As noted above, our compensation committee approved the suspension of our EPIP bonus program for our named executive officers for fiscal 2009.

 

Stock Ownership Guidelines

 

Our Board of Directors has established stock ownership guidelines for our executive officers, including the named 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 the later of (1) July 27, 2007, which is the effective date of the guidelines, or (2) the date of appointment to the applicable position set forth in the guidelines (which we refer to as the “executive’s determination date”). The specific guidelines for each applicable individual are established based on the fair market value of our common stock (based on a 365-day trailing average for our common stock price as reported on the NYSE as of the executive’s determination date) and the executive officer’s base salary as of the executive’s determination date. 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 indicated below:

 

 

Shares owned outright by an executive officer or by members of his or her immediate family sharing the same household, restricted stock, shares acquired pursuant to the exercise of stock options, shares held in trust for the benefit of the executive officer or his or her immediate family and shares acquired through our ESPP are counted towards satisfying the applicable guideline. Unexercised stock options do not count towards satisfying the guidelines.

As of April 15, 2009, each of our named executive officers had satisfied the stock ownership guideline applicable to him.

 

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. As it relates to us, Section 162(m) generally prohibits us from deducting the compensation of certain named executive officers 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 the formula-based incentive compensation paid under the EPIP, are structured to permit such awards to qualify as performance-based compensation to maximize the tax deductibility of such awards. Our compensation committee, as much as possible, uses and intends to use performance-based compensation to limit the amount of compensation paid by us that would not be eligible for deductibility. However, our compensation committee believes that we must be able to attract, retain and reward the executive leadership necessary to develop and execute our strategic plans and that the loss of a tax deduction may be necessary and appropriate in some circumstances. Accordingly, our compensation committee may exercise its discretion to award compensation in excess of the Section 162(m) limits as it deems necessary or appropriate.

 

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

 

Named Executive Officer Severance and Change-in-Control Arrangements

 

None of our named executive officers is party to any written employment, severance and/or change in control agreement (except as described in the next paragraph with respect to the acceleration of certain restricted stock grants upon a change in control).

 

The restricted stock grants under the LTIP in March 2008 provide for an acceleration of vesting in the event of a change of control. For these purposes, a change of control is defined as any of the following:

 

 

 

The following table summarizes the value of the restricted stock grants under the LTIP made in March 2008 that would be realized by each named executive officer if a change in control (as described above) had occurred on January 31, 2009 (which was the last day of fiscal 2008):

 

 

 

 

Other Potential Post-Employment Payments

 

Stock Options.  All of the outstanding stock options held by our named executive officers as of January 31, 2009 were granted under the Oxford Industries, Inc. 1992 Stock Option Plan or the Oxford Industries, Inc. 1997 Stock Option Plan. The outstanding options as of January 31, 2009 are set forth in the table under “— Outstanding Equity Awards at Fiscal 2008 Year-End” below. The outstanding stock options, in accordance with the terms of the relevant option plans, provide that the options are not exercisable after employment ends (other than for death or disability). The option holder’s estate may exercise the option upon the holder’s death (including portions of the options that had not vested) for a period of one year. Similarly, the option holder may exercise the option upon termination due to disability (including portions of the options that had not vested) for a period of three months following termination of employment.

 

LTIP.  The restricted stock grants under the LTIP held by our named executive officers and outstanding as of January 31, 2009 (other than the March 2008 grants described above) do not provide for an acceleration of vesting or payments in the event of a change of control. In addition, our named executive officers would forfeit their entire interest in these equity-based awards if their service with us terminates for any reason whatsoever before the awards become vested and non-forfeitable, unless our Nominating, Compensation & Governance Committee waives this forfeiture condition at the time service terminates.

 

Retirement Savings Plan.  Our matching contributions under the 401(k) plan are immediately vested at the time they are made, and each participant is always fully vested in the value of his or her contributions under the plan.

Deferred Compensation Plan.  Each of our named executive officers is fully vested in account assets held in the Deferred Compensation Plan. Under the terms of the Deferred Compensation Plan, if a participant (other than one eligible for retirement) terminates employment with us, the participant’s account balance under the plan would continue to be adjusted for earnings and losses in the investment choices selected by the participant and would be paid six months following termination of employment. If a participant who is eligible for retirement (one who is 55 years of age with five years of service to us) terminates employment with us for any reason, the participant’s account balance under the plan would continue to be adjusted for earnings and losses in the investment choices selected by the participant until paid in accordance with the retirement distribution election made by the participant.

 

Employee Stock Purchase Plan.  Upon termination of employment, all deferred amounts in the participant’s account are paid to the participant.

 

Executive Medical Insurance Plan.  Upon termination of employment, our named executive officers are ineligible to continue participation under the Executive Medical Insurance Plan and our other benefit and welfare plans (subject to rights to participate in continuation coverage).

 

General.  We do not have any other written or unwritten arrangement, policy or plan which would provide payments, equity or acceleration of vesting on unvested stock awards to any of our named executive officers as a result of a termination of any kind, including following a change in control.

 

The table below shows the compensation earned during each of fiscal 2008, our eight month transition period ended February 2, 2008 and fiscal 2007 by our named executive officers:

 

 

 

 

 

 

 

 

 

 

The following table presents information for fiscal 2008 regarding possible awards that could be earned for fiscal 2008 performance under the Oxford Industries, Inc. Executive Performance Incentive Plan to the named executive officers and equity awards granted under the Oxford Industries, Inc. Long-Term Stock Incentive Plan:

 

 

 

 

The following table provides information with respect to outstanding stock options and restricted stock held by our named executive officers as of January 31, 2009.

 

 

 

 

 

The following table provides information concerning exercises of stock options and the vesting of restricted stock for each of our named executive officers during fiscal 2008. The table reports the number of securities for which the options were exercised; the aggregate dollar value realized upon exercise of options; the number of shares of stock that have vested; and the aggregate dollar value realized upon vesting of stock.

 

 

 

 

The following table shows the activity under our Deferred Compensation Plan for each of our named executive officers during fiscal 2008.

 

 

 

 

 

 

See “— Compensation Discussion and Analysis — Other Benefit Plans — Non-Qualified Deferred Compensation Plan” for additional discussion about our Deferred Compensation Plan.

 

Compensation Program for Fiscal 2008.

 

In fiscal 2008, our Board of Directors, based upon the recommendation of our management and our Nominating, Compensation & Governance Committee, revised our non-employee director compensation to bring total compensation paid to our non-employee directors more in line with the compensation paid to non-employee directors of our peer companies (which was generally the same list of peer companies described above under “— Compensation Discussion and Analysis — Benchmarking”). During fiscal 2008, our non-employee directors received compensation in accordance with the following program guidelines:

 

 

The number of shares of our restricted stock to be issued in respect of each non-employee director’s annual stock retainer was based on the fair market value (based on the closing price of our common stock as reported on the NYSE) as of the grant date for the restricted stock. The grant date for restricted shares issued in respect of each non-employee director’s annual stock retainer (other than for Mr. Holder) for fiscal 2008 was June 16, 2008 (the date of our 2008 Annual Meeting of Shareholders) and these shares will vest on June 15, 2009 (the date of this year’s annual

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

 

Mr. Holder was elected to our Board of Directors on March 26, 2009 and received a pro-rated portion of the annual cash and stock retainers. The grant date for restricted shares issued in respect of Mr. Holder’s stock retainer was March 26, 2009, and the number of shares of our restricted stock issued to Mr. Holder was based on the closing price of our common stock as reported on the NYSE as of March 26, 2009. The restricted shares issued to Mr. Holder in connection with his fiscal 2008 annual retainer will vest on June 15, 2009 (consistent with the vesting of restricted shares granted to our other non-employee directors).

 

In respect of our eight month transition period ended February 2, 2008, our Nominating, Compensation & Governance Committee previously determined that it would provide our non-employee directors with the opportunity to receive restricted shares of our common stock under the LTIP pursuant to performance share awards. The grants under these performance share awards provided for a minimum grant to each non-employee director of 500 restricted shares, as well as up to an additional 250 restricted shares based upon our earnings per share (calculated after giving effect to certain accounting adjustments) during our eight month transition period ended February 2, 2008. We did not achieve the minimum threshold for grants in excess of the minimum grant, and on March 27, 2008, our Nominating, Compensation & Governance Committee granted 500 restricted shares pursuant to these performance share awards to each of our non-employee directors who were serving in such capacity as of such date.

 

Director Compensation for Fiscal 2008

 

The table below summarizes the compensation we paid to our non-employee directors for fiscal 2008. Because Mr. John R. Holder was elected to our Board of Directors following the conclusion of fiscal 2008, no compensation was paid to him or expensed by our company in respect of compensation payable to him during fiscal 2008.

 

 

 

 

 

Director Stock Ownership Guidelines

 

On July 27, 2007, our Board of Directors established stock ownership guidelines for our non-employee directors. The ownership guidelines specify a target number of shares of our common stock that our non-employee directors are expected to accumulate and hold within three years of the later of the effective date of the guidelines or the date of appointment to our Board of Directors (which we refer to as the “director’s determination date”). The specific guidelines for each applicable individual are established based on the fair market value of our common stock (based on a 365-day trailing average for our common stock price as reported on the NYSE as of the director’s determination date) and the amount of the director’s annual retainer as of the director’s determination date. Pursuant to these guidelines, each of our non-employee directors is expected to own or acquire shares of our common stock having a fair market value equal to one times his or her annual retainer.

 

Shares owned outright by a non-employee director or by members of his or her immediate family sharing the same household, restricted stock and shares held in trust for the benefit of the non-employee director or his or her immediate family are counted towards satisfying the applicable guideline.

 

The following table sets forth information concerning our equity compensation plans as of January 31, 2009:

 

 

 

 

As of April 15, 2009, the record date for our annual meeting, there were options outstanding pursuant to which an aggregate of 197,505 shares of our common stock could be issued. The weighted-average remaining term of these outstanding options is 4.02 years, and the weighted-average exercise price of these outstanding options is $24.73 per share.

 

The members of the Nominating, Compensation & Governance Committee as of January 31, 2009 were Dennis M. Love, Clarence H. Smith and Helen B. Weeks. The Board of Directors of Oxford Industries, Inc. has determined that all members of the Nominating, Compensation & Governance Committee are independent in accordance with the NYSE corporate governance listing standards.

 

The Nominating, Compensation & Governance Committee has reviewed and discussed with management the 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 Annual Report on Form 10-K for fiscal 2008.

 

Respectfully submitted,

 

Clarence H. Smith, Chairman

Dennis M. Love

Helen B. Weeks

 

Dennis M. Love, Robert E. Shaw, Clarence H. Smith and Helen B. Weeks served on our Nominating, Compensation & Governance Committee during fiscal 2008. 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 have any other direct or indirect relationship with our company or any other entity that could reasonably be expected to influence their actions as members of the Nominating, Compensation & Governance Committee.

 

One of our directors, E. Jenner Wood III, was designated an executive officer of SunTrust Banks, Inc. on December 12, 2008, at which time our Chairman and Chief Executive Officer J. Hicks Lanier served as a member of the compensation committee of SunTrust Banks, Inc. Mr. Lanier ceased to serve on the compensation committee of SunTrust Banks, Inc. and was reassigned to SunTrust Banks, Inc.’s Risk Committee at the first meeting of SunTrust Banks’ Board of Directors following Mr. Wood’s promotion.

 

Our Board of Directors reviews all related party transactions and relationships that are disclosable under Item 404(a) of Regulation S-K. To help identify related party transactions and relationships, each director and executive officer annually completes a questionnaire that requires the disclosure of any transaction or relationship that the person, 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 by our company and our subsidiaries to determine if 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 of Directors should review.

 

Our Board of Directors will only approve those related party transactions or relationships 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 or relationship, our Board of Directors considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to our company.

 

Our Board of Directors has identified the following related party relationship:

 

Mr. E. Jenner Wood III, one of our directors, is Chairman, President and Chief Executive Officer of SunTrust Bank, Central Group, a subsidiary of SunTrust Banks, Inc. (to which we refer collectively with its subsidiaries as “SunTrust”) and is an executive officer of SunTrust Banks, Inc. We maintain a syndicated credit facility which was amended and restated during fiscal 2008 under which subsidiaries of SunTrust serve as agent and lender. This loan 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.

 

The Audit Committee, which operates under a written charter adopted by the Board of Directors of Oxford Industries, Inc., is composed of independent directors and oversees, on behalf of the Board of Directors, the Company’s financial reporting process and system of internal control over financial reporting. The Audit Committee’s charter is posted on the Company’s Internet website at www.oxfordinc.com.

 

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. The Company has a full-time Internal

Audit Department that reports to the Audit Committee and the Company’s senior management. The Internal Audit Department is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal controls related to, among other things, the reliability and integrity of the Company’s financial information and the safeguarding of the Company’s assets.

 

Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In accordance with law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating and, when appropriate, replacing the Company’s independent auditors. The Audit Committee has the authority to engage its own outside advisers, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisers hired by management.

 

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2008, including a discussion of the quality and acceptability of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

 

The Audit Committee discussed with Ernst & Young LLP its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and as amended by applicable law.

 

In addition, Ernst & Young LLP provided to the Audit Committee the written disclosures and the letter regarding their independence from management and the Company as required by applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee discussed this information with the independent auditors. The Audit Committee discussed with Ernst & Young LLP and the Company’s Internal Audit Department the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee also considered whether the independent auditors’ provision of other non-audit services to the Company is compatible with the auditors’ independence.

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2008 for filing with the U.S. Securities and Exchange Commission.

 

Respectfully Submitted,

 

Cecil D. Conlee, Chairman

George C. Guynn

John R. Holder