þx
Filed by a Party other than the Registranto þ Filed by the Registranto o Filed by a Party other than the RegistrantCheck the appropriate box:oPreliminary Proxy Statemento Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þxDefinitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Section 240.14a-14a-12240.14a-12
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant))þxNo fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) (1)Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials.materials:o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (1)Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
TIME: | 3:00 p.m., local time on Monday, October | |
PLACE: | Oxford Industries, Inc. 222 Piedmont Avenue, N.E. Atlanta, Georgia 30308 | |
ITEMS OF BUSINESS: | (1) To elect | |
(2) | ||
WHO MAY VOTE: | You | |
DATE OF MAILING: | This notice and the proxy statement are first being mailed to shareholders on or about September |
What is a proxy? |
executive officers as proxies for our 20042005 Annual Meeting of shareholders.Shareholders. These three officers are J. Hicks Lanier, BenThomas Caldecot Chubb III and Sheridan B. Blount, Jr. and Dominic C. Mazzone.Johnson.Who is furnishing this proxy statement?
4, 2004.10, 2005. This proxy statement and the accompanying proxy will be first mailed to shareholders on or about September 2, 2004.6, 2005.What am I voting on?
1. To elect | |
2. | |
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dissenters’dissenter’s rights.Who canmay vote?
How do I vote? |
You have two voting options.
• | By completing, signing and returning the enclosed proxy; or | |
• | By attending the annual meeting and voting in person. |
CanMay I vote at the annual meeting?
What if my shares are registered in more than one person’s name?
What does it mean if I receive more than one proxy?
What if I return my proxy but do not provide voting instructions?
• | FOR the election of the | |
• | FOR the ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June |
• | Giving written notice to the Secretary of our Company. | |
• | Delivering a later-dated proxy. | |
• | Voting in person at the annual meeting. |
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How many votes am I entitled to? |
How many votes must be present to hold the annual meeting?
• | Return a properly executed proxy (even if you do not provide voting instructions); or | |
• | Attend the annual meeting and vote in person. |
How many votes are needed to elect directors? |
IIII directors, the “FOR” votes cast at the annual meeting must exceed the “AGAINST” votes cast at the annual meeting. If you do not vote in person or sign and return a proxy, your shares will not be counted as “FOR” votes or “AGAINST” votes at the annual meeting.How many votes are needed to adopt and approveratify the Oxford Industries, Inc. Employee Stock Purchase Plan?appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006?
adopt and approveratify the Oxford Industries, Inc. Employee Stock Purchase Plan,appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006, the “FOR” votes cast at the annual meeting must exceed the “AGAINST” votes cast at the annual meeting. If you do not vote in person or sign and return a proxy, your shares will not be counted as “FOR” votes or “AGAINST” votes at the annual meeting.How many votes are needed to adopt and approve the Oxford Industries, Inc. Long-Term Incentive Plan?
To adopt and approve the Oxford Industries, Inc. Long-Term Incentive Plan, the “FOR” votes cast at the annual meeting must exceed the “AGAINST” votes cast at the annual meeting. If you do not vote in person or sign and return a proxy, your shares will not be counted as “FOR” votes or “AGAINST” votes at the annual meeting.
To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending June 3, 2005, the “FOR” votes cast at the annual meeting must exceed the “AGAINST” votes cast at the annual meeting. If you do not vote in person or sign and return a proxy, your shares will not be counted as “FOR” votes or “AGAINST” votes at the annual meeting.
How many votes are needed for other matters? |
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Will my shares be voted if I do not provide my proxy? |
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Our directors
Type of Director | Age | |||
Employee directors (other than our Chief Executive Officer) | 65 | |||
Our Chief Executive Officer (if she or he is a director) | 72 | |||
Non-employee directors not actively employed by a company in which such director does not beneficially own a controlling interest | 72 | |||
Non-employee directors actively employed by a company in which such director does not beneficially own a controlling interest | 75 |
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an increase in the size of the Board.
• | to elect substitute nominees recommended by the Board; | |
• | to allow the vacancy created to remain open until filled by the Board; or | |
• | to reduce the number of directors for the ensuing year. |
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Recommendation of the Board of Directors |
The Board recommends a vote
THIS PROPOSAL.
Name | Age | Director Since | Positions Held | |||||||
E. Jenner Wood III | 53 | 1995 | Mr. Wood became Chairman, President and Chief Executive Officer of SunTrust Bank, Central Group, in March 2001. Mr. Wood served as Executive Vice President of SunTrust Banks, Inc. from 1994 until 2001. SunTrust Banks, Inc. is a financial holding company that through its flagship subsidiary, SunTrust Bank, offers deposit, credit and trust and investment services. Mr. Wood is a director of Cotton States Life Insurance Co., Cotton States Mutual Insurance Co., Crawford & Company and Georgia Power Company. | |||||||
Helen B. Weeks | 50 | 1998 | Ms. Weeks founded Ballard Designs, Inc., a home furnishing catalog business, in 1983 and served as Chief Executive Officer until she retired in 2002. | |||||||
S. Anthony Margolis | 62 | 2003 | Mr. Margolis has been a Group Vice President of the Company since 2003. Prior to joining the Company, Mr. Margolis had been the Chief Executive Officer and President of Viewpoint International, Inc., which was acquired by the Company in June 2003, since 1992. |
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Continuing Class I Directors — Terms Expire in 20052008
Name | Age | Director Since | Positions Held | Age | Director Since | Positions Held | ||||||||||||||
J. Reese Lanier, Sr.* | 61 | 1974 | Mr. Lanier is self-employed in farming and related businesses and has had this occupation for more than five years. | 62 | 1974 | Mr. Lanier is self-employed in farming and related businesses and has had this occupation for more than five years. | ||||||||||||||
Cecil D. Conlee | 68 | 1985 | Mr. Conlee is Chairman of CGR Advisors, a real estate advisory company, and has held this position since 1990. He is also a director of Central Parking Corporation. | 69 | 1985 | Mr. Conlee is Chairman of CGR Advisors, a real estate advisory company, and has held this position since 1990. He is also a director of Central Parking Corporation. Mr. Conlee serves on the Audit Committees of Central Parking Corporation and Vanderbilt University. He is Chairman of the Compensation Committee of Central Parking Corporation. | ||||||||||||||
Knowlton J. O’Reilly | 64 | 1987 | Mr. O’Reilly has been Group Vice President of the Company since 1978. | |||||||||||||||||
Robert E. Shaw | 74 | 1991 | Mr. Shaw is Chairman of the Board and Chief Executive Officer of Shaw Industries, Inc., a manufacturer and seller of carpeting to retailers and distributors, and has held those positions since 1995 and 1990, respectively. |
Name | Age | Director Since | Positions Held | Age | Director Since | Positions Held | ||||||||||||||
J. Hicks Lanier* | 64 | 1969 | Mr. Lanier has been Chairman and Chief Executive Officer of the Company since 1981. From 1977 until 2003, Mr. Lanier was also President of the Company. He is also a director of SunTrust Banks, Inc., Crawford & Company, West Point Stevens, Inc., and Genuine Parts Company. | 65 | 1969 | Mr. Lanier has been Chairman and Chief Executive Officer of the Company since 1981. Mr. Lanier also served as President of the Company from 1977 until 2003. He serves as a director of SunTrust Banks, Inc., Crawford & Company and Genuine Parts Company. He serves on the Audit Committee of SunTrust Bank and Crawford & Company. He also serves on the Compensation Committee of Genuine Parts Company and Crawford & Company. | ||||||||||||||
Tom Gallagher | 56 | 1991 | Mr. Gallagher is Chief Executive Officer and President of Genuine Parts Company, a distributor of automotive replacement parts, industrial products, office supplies and electrical and electronic parts. He was appointed Chief Executive Officer in 2004 and President in 1990. He is also a director of Genuine Parts Company, STI Classic Funds, and STI Classic Variable Trust. | |||||||||||||||||
Thomas C. Gallagher | 57 | 1991 | Mr. Gallagher is Chairman, Chief Executive Officer and President of Genuine Parts Company, a distributor of automotive replacement parts, industrial products, office supplies and electrical and electronic parts. He was appointed Chief Executive Officer in 2004 and President in 1990. He is also a director of STI Classic Funds and STI Classic Variable Trust. He is a member of the Audit Committee of STI Classic Funds. | |||||||||||||||||
Clarence H. Smith | 54 | 2003 | Mr. Smith is President and Chief Executive Officer of Haverty Furniture Companies, Inc., a home furnishings retailer, and has held this position since January 2003. He served as President and Chief Operating Officer of Haverty Furniture Companies, Inc. from 2002 to 2003, Chief Operating Officer from 2000 to 2002, and Senior Vice President, General Manager — Stores from 1996 to 2000. He is also a director of Haverty Furniture Companies, Inc. |
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Name | Age | Director Since | Positions Held | |||||||
Robert E. Shaw | 73 | 1991 | Mr. Shaw is Chief Executive Officer of Shaw Industries Group, Inc., a manufacturer and seller of carpeting to retailers and distributors, and has held this position since 1971. | |||||||
Clarence H. Smith | 53 | 2003 | Mr. Smith is President and Chief Executive Officer of Haverty Furniture Companies, Inc., a home furnishings retailer, and has held this position since January 2003. He served as President and Chief Operating Officer of Haverty Furniture Companies, Inc. from 2002 to 2003, Chief Operating Officer from 2000 to 2002, and Senior Vice President, General Manager — Stores from 1996 to 2000. He is also a director of Haverty Furniture Companies, Inc. |
Name | Age | Director Since | Positions Held | |||||||
E. Jenner Wood III | 54 | 1995 | Mr. Wood became Chairman, President and Chief Executive Officer of Sun Trust Bank, Central Group, in March 2001. Mr. Wood served as Executive Vice President of SunTrust Banks, Inc. from 1994 until 2001. SunTrust Banks, Inc. is a financial holding company that through its flagship subsidiary, SunTrust Bank, offers deposit, credit and trust and investment services. Mr. Wood is a director of Crawford & Company and serves on its Compensation Committee. He is also a director of Georgia Power Company and serves on its Audit Committee. | |||||||
Helen B. Weeks | 51 | 1998 | Ms. Weeks founded Ballard Designs, Inc., a home furnishing catalog business, in 1983 and served as Chief Executive Officer until she retired in 2002. | |||||||
S. Anthony Margolis | 63 | 2003 | Mr. Margolis has been a Group Vice President of the Company and Chief Executive Officer of Tommy Bahama Group, Inc. (formerly known as Viewpoint International, Inc.) since 2003. Prior to joining the Company, Mr. Margolis had been the Chief Executive Officer and President of Viewpoint International, Inc. since 1992. | |||||||
James A. Rubright | 58 | 2004 | Mr. Rubright has served as Chief Executive Officer of Rock-Tenn Company, a manufacturer of paperboard, paperboard packaging and merchandising displays for sale primarily to non-durable goods producers, since October 1999 and Chairman of its Board of Directors since January 2000. Mr. Rubright is a director of AGL Resources Inc., an energy company, and serves on its Compensation Committee. He is also a director of Avondale Incorporated, a textile manufacturing company, and serves on its Audit Committee. |
* | J. Hicks Lanier and J. Reese Lanier, Sr. are first cousins. J. Reese Lanier, Jr., an executive officer of the Company, is the son of J. Reese Lanier, Sr. |
Director Independence. The Board has determined that the following directors are independent: Cecil D. Conlee, James A. Rubright, Robert E. Shaw, Clarence H. Smith, Helen B. Weeks and E. Jenner Wood III. In determining director independence, the Board broadly considers all relevant facts and circumstances when making a determination of independence, including the corporate governance listing standards of the NYSE. The Board considers the issue not merely from the standpoint of a director, but also from that of persons or organizations with which the director has an affiliation. An independent director is free of any relationship with our Company or our management that impairs the director’s ability to make independent judgments. The Board has determined that each of these directors has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Mr. E. Jenner Wood III has certain relationships with our Company that are described elsewhere in this proxy statement under the heading“Certain Transactions.” The Board has
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(1) the name, age, business address and residence address of the candidate; | |
(2) the candidate’s resume, which must describe, among other things, the candidate’s principal occupation or employment history, other directorships held, material outside commitments and the names of all other business entities of which the candidate owns a 10% beneficial interest; | |
(3) a statement from the candidate describing the reasons for seeking election to the Board of Directors; | |
(4) the number of shares of the Company’s stock that are beneficially owned by the candidate; | |
(5) the candidate’s consent to stand for election if nominated by the Board and to serve if elected by the shareowners; and | |
(6) any other information that may assist the Committee in evaluating the candidate or that the Committee may request. |
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Meetings of the Board of Directors |
fourseven times during our fiscal year that ended on May 28, 2004June 3, 2005 (“fiscal 2004”2005”). Except forEach of the directors other than Robert E. Shaw (who attended 50%), each director attended at least 75% of all meetings of the Board and Committees on which they served in fiscal 2004.2005. While the Company has not adopted a formal policy regarding attendance by members of the Board at the Annual Meeting of Shareholders, each of the directors attended the Company’s 2004 Annual Meeting of Shareholders.Committees of the Board of Directors
(1) to fill vacancies on the Board; | |
(2) to adopt, amend or repeal our Bylaws; or | |
(3) to approve or propose to shareholders action that Georgia law requires to be approved by shareholders. |
2005.
(1) the integrity of our financial statements, reporting processes and systems of internal controls; | |
(2) our compliance with applicable laws and regulations; |
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(3) the qualifications and independence of our independent auditors; and | |
(4) the performance of our internal audit department and our independent auditors. |
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(1) assist our Board in fulfilling its responsibilities with respect to compensation of our executive officers; | |
(2) establish criteria for the selection of new directors to serve on the Board; | |
(3) recommend candidates for all directorships to be filled; | |
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(7) take a leadership role in shaping our corporate governance; | |
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(1) administer our stock option and restricted stock plans; | |
(2) administer our Executive Performance Incentive Plan; | |
(3) review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer (“CEO”); | |
(4) evaluate the CEO’s performance in light of those goals and objectives; | |
(5) determine the compensation of the CEO based upon this evaluation; | |
(6) review and approve the compensation of our executive officers; |
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(7) make recommendations to the Board regarding non-chief executive officer compensation, incentive-compensation plans and equity-based plans; and | |
(8) annually prepare a report on Executive Compensation for inclusion in our proxy statement. |
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The Nominating, Compensation and Governance Committee also has the following responsibilities related to determining the Board selection, composition and evaluation:
The Nominating, Compensation and Governance Committee will consider nominees recommended by shareholders. The procedures that shareholders must follow to nominate persons for election to the Board are set forth under the heading“Additional Information — Shareholder Nominations for Election of Directors” elsewhere in this proxy statement.
Compensation of Directors |
On July 12, 2004, the Board of Directors approved an increase in the compensation of each director who is not our employee and chairs a Committee. Effective in fiscal 2005, each such director will receive an annual retainer of $30,000 each year plus $1,250 for each Board and Committeeor meeting she or he attends and reimbursement for any of her or his out-of-pocket expenses in attending meetings. Beginning in fiscal 2005, each director who is not our employee will receive half of her or his annual retainer in the form of restricted shares of our Common Stock, and may elect to receive part or all of her or his remaining annual retainer in the form of restricted shares of our Common Stock. The compensation for other directors who are not our employees will remain the same in fiscal 2005.
fees.
• | owners of 5% or more of our Common Stock; | |
• | our directors; | |
• | our named executive | |
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• | our directors and executive officers as a group. |
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Beneficial Ownership of | Beneficial Ownership of | |||||||||||||||
Common Stock | Common Stock | |||||||||||||||
Number of | Percent of | Number of | Percent of | |||||||||||||
Name | Shares | Class(1) | Shares | Class(1) | ||||||||||||
Apex Capital, LLC | 1,065,000 | (a) | 6.3 | % | 1,264,000 | (a) | 7.35 | % | ||||||||
Buckingham Capital Management Incorporated | 1,104,200 | (b) | 6.42 | % | ||||||||||||
Columbia Wanger Asset Management, L.P. | 1,675,800 | (c) | 9.75 | % | ||||||||||||
SunTrust Banks, Inc. | 1,027,283 | (b) | 6.1 | % | 947,728 | (d) | 5.51 | % | ||||||||
Columbia Wanger Asset Management, L.P. | 1,065,600 | (c) | 6.3 | % | ||||||||||||
Systematic Financial Management, L.P. | 910,227 | (e) | 5.29 | % | ||||||||||||
Thomas C. Chubb III | 25,903 | (f) | * | |||||||||||||
Cecil D. Conlee | 7,224 | * | ||||||||||||||
Thomas C. Gallagher | 4,289 | * | ||||||||||||||
J. Hicks Lanier | 1,980,947 | (d) | 11.7 | % | 1,673,799 | (g) | 9.74 | % | ||||||||
Cecil D. Conlee | 6,500 | * | ||||||||||||||
Tom Gallagher | 4,000 | * | ||||||||||||||
J. Reese Lanier, Sr. | 624,560 | (e) | 3.7 | % | 600,160 | (h) | 3.49 | % | ||||||||
Clarence B. Rogers, Jr. | 2,000 | * | ||||||||||||||
S. Anthony Margolis | 36,555 | (i) | * | |||||||||||||
Knowlton J. O’Reilly | 23,312 | (j) | * | |||||||||||||
James A. Rubright | 434 | * | ||||||||||||||
Michael J. Setola | 12,500 | (k) | * | |||||||||||||
Robert E. Shaw | 2,000 | * | 2,724 | * | ||||||||||||
Clarence H. Smith | 400 | * | 689 | * | ||||||||||||
Helen B. Weeks | 0 | * | 289 | * | ||||||||||||
E. Jenner Wood III | 1,000 | * | 1,289 | * | ||||||||||||
Ben B. Blount, Jr. | 55,900 | (f) | * | |||||||||||||
S. Anthony Margolis | 49,384 | (g) | * | |||||||||||||
Knowlton J. O’Reilly | 25,062 | (h) | * | |||||||||||||
Michael J. Setola | 0 | * | ||||||||||||||
Thomas C. Chubb III | 16,470 | (i) | * | |||||||||||||
L. Wayne Brantley | 7,600 | (j) | * | |||||||||||||
R. Larry Johnson | 28,970 | * | ||||||||||||||
Frank Sahagian, Jr. | 7,400 | (k) | * | |||||||||||||
John A. Baumgartner | 7,574 | (l) | * | |||||||||||||
K. Scott Grassmyer | 2,600 | (k) | * | |||||||||||||
J. Reese Lanier, Jr. | 76,798 | (m) | * | |||||||||||||
Chris B. Cole | 0 | * | ||||||||||||||
Dominic C. Mazzone | 0 | * | ||||||||||||||
Anne M. Shoemaker | 2,344 | (n) | * | |||||||||||||
All directors and executive officers as a group (23 persons) | 2,901,509 | 17.1 | % | |||||||||||||
All directors and executive officers as a group (18 persons) | 2,450,300 | (l) | 14.26 | % |
* | Less than 1% |
(1) | Based on an aggregate of |
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issuable upon exercise of outstanding stock options that are or will become exercisable on or prior to October |
(a) | The shares shown as beneficially owned by Apex Capital, LLC (“Apex”) include (i) | |
(b) | The shares reported are held by Buckingham Capital Management Incorporated, which has sole voting and investment power with respect to all shares reported. Its address is 750 Third Avenue, Sixth Floor, New York, NY 10017. This information was as of June 30, 2005 and was obtained from a Schedule 13G filed as of | |
(c) | The shares reported are held by Columbia Wanger Asset Management, L.P. and its general partner for their clients in various fiduciary and agency capacities. One client, Columbia Acorn Trust, an investment company, has shared voting and investment power over 1,030,200 of the reported shares. Columbia |
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Wanger Asset Management, L.P. has shared voting and investment power over all of the reported shares. The address for each of the parties is 227 West Monroe Street, Suite 3000, Chicago, IL 60606. This information was as of December 31, 2004 and was obtained from a Schedule 13G/ A filed as of February 11, 2005. | ||
(d) | The shares reported are held by SunTrust Banks, Inc. and its subsidiaries in various fiduciary and agency capacities and include (i) | |
(e) | The shares reported are held | |
(f) | Of this amount, Mr. Chubb has sole voting and investment power with respect to 5,233 shares, and 20,670 shares representing exercisable options. | |
(g) | Of this amount, Mr. Lanier has sole voting and investment power with respect to | |
(h) | Of this amount, Mr. Lanier has sole voting and investment power with respect to |
Of this amount, Mr. Margolis has sole voting and investment power with respect to | ||
(j) | Of this amount, Mr. O’Reilly has sole voting and investment power with respect to |
Of this amount, Mr. | ||
(l) | Of this amount, |
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Name | Age | Position Held | ||||
J. Hicks Lanier | Chairman and Chief Executive Officer | |||||
Michael J. Setola | President | |||||
Thomas C. Chubb III | 41 | Executive Vice President | ||||
S. Anthony Margolis | Group Vice President | |||||
Knowlton J. O’Reilly | ||||||
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Group Vice President | ||||||
John A. Baumgartner | Senior Vice President | |||||
K. Scott Grassmyer | Senior Vice President and Controller | |||||
J. Reese Lanier, Jr. | Senior Vice President and Treasurer | |||||
Christine B. Cole | Vice President | |||||
Anne M. Shoemaker | Vice President |
Messrs. J. Hicks Lanier, S. Anthony Margolis, Ben B. Blount, Jr. and Knowlton J. O’Reilly are also directors. The Board of Directors of the Company elects executive officers annually.
Mr. Ben B. Blount, Jr. has served as Executive Vice President and Chief Financial Officer since 1995. On June 30, 2004, the Company announced that Mr. Blount will retire on October 4, 2004, at which time he will also resign from the Company’s Board of Directors.
Mr. S. Anthony Margolis has served as Group Vice President since 2003. Prior to joining Salant Corporation filed a petition for relief under Chapter 11 of the Company, Mr. Margolis had been the Chief Executive OfficerBankruptcy Code in 1998, and President of Viewpoint International, Inc. since 1992.
Mr. Knowlton J. O’Reilly has served as Group Vice President since 1978.
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was reorganized in 1999.
Mr. R. Larry Johnson has served as Group Vice President since 1997.
Mr. Frank Sahagian, Jr. has served as Group Vice President since 2002. From 2000 to 2002, he served as President of the Oxford Shirt Group. From 1994 to 2000, he served as President of the OxSport Group.
1978.
1997.
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Mr. Dominic C. Mazzone was appointed as Vice President, General Counsel and Secretary in 2004. Prior to joining the Company, Mr. Mazzone had been Corporate Counsel at The Home Depot, Inc., a home improvement retailer, since 2002 and an attorney at the law firm of Alston & Bird LLP from 1997 to 2002.
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Long-Term | Long-Term | |||||||||||||||||||||||||||||||||||||||||||||
Compensation | Compensation Awards | |||||||||||||||||||||||||||||||||||||||||||||
Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Annual Compensation | Annual Compensation | Securities | ||||||||||||||||||||||||||||||||||||||||||||
Stock | Restricted | Underlying | ||||||||||||||||||||||||||||||||||||||||||||
Salary | Bonus | Options | All Other | Salary | Bonus | Stock | Options | All Other | ||||||||||||||||||||||||||||||||||||||
Name and Principal Position | Name and Principal Position | Year | ($) | ($) | (# shares)(1) | Compensation($)(2) | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | (# shares)(3) | Compensation($)(4) | |||||||||||||||||||||||||||||||||
J. Hicks Lanier | J. Hicks Lanier | 2004 | 581,154 | 709,734 | 13,000 | 54,563 | J. Hicks Lanier | 2005 | 738,461 | 1,000,000 | 253,155 | None | 71,072 | |||||||||||||||||||||||||||||||||
Chairman of the Board & | 2003 | 505,052 | 736,950 | 10,000 | 57,861 | Chairman of the Board and | 2004 | 581,154 | 709,734 | None | 13,000 | 54,563 | ||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2002 | 471,976 | 25,000 | 10,000 | 26,344 | Chief Executive Officer | 2003 | 505,052 | 736,950 | None | 10,000 | 57,861 | ||||||||||||||||||||||||||||||||||
S. Anthony Margolis | 2004 | (3) | 1,035,697 | 741,942 | None | 12,000 | ||||||||||||||||||||||||||||||||||||||||
Michael J. Setola | Michael J. Setola | 2005 | 770,584 | 500,000 | 216,990 | None | 12,969 | |||||||||||||||||||||||||||||||||||||||
Group Vice President | 2003 | N/A | N/A | N/A | N/A | President | 2004 | (5) | 382,846 | 350,000 | None | None | None | |||||||||||||||||||||||||||||||||
2002 | N/A | N/A | N/A | N/A | 2003 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Ben B. Blount, Jr. | 2004 | 427,173 | 275,000 | None | 35,064 | |||||||||||||||||||||||||||||||||||||||||
Thomas Caldecot Chubb III | Thomas Caldecot Chubb III | 2005 | 358,071 | 250,000 | 144,660 | None | 8,153 | |||||||||||||||||||||||||||||||||||||||
Executive Vice President | 2003 | 419,750 | 300,000 | 10,000 | 31,280 | Executive Vice President | 2004 | (6) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||
& Chief Financial Officer | 2002 | 394,788 | 14,887 | 10,000 | 22,071 | 2003 | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
Michael J. Setola | 2004 | (4) | 382,846 | 350,000 | None | None | ||||||||||||||||||||||||||||||||||||||||
S. Anthony Margolis | S. Anthony Margolis | 2005 | 1,130,981 | 673,381 | None | None | 9,984 | |||||||||||||||||||||||||||||||||||||||
President | 2003 | N/A | N/A | N/A | N/A | Group Vice President | 2004 | 1,035,697 | 741,942 | None | None | 12,000 | ||||||||||||||||||||||||||||||||||
2002 | N/A | N/A | N/A | N/A | 2003 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Knowlton J. O’Reilly | Knowlton J. O’Reilly | 2004 | 470,770 | 180,000 | 13,000 | 9,507 | Knowlton J. O’Reilly | 2005 | 478,986 | 125,000 | 108,495 | None | 19,624 | |||||||||||||||||||||||||||||||||
Group Vice President | 2003 | 450,480 | 300,000 | 10,000 | 6,744 | Group Vice President | 2004 | 470,770 | 180,000 | None | 13,000 | 9,507 | ||||||||||||||||||||||||||||||||||
2002 | 403,559 | None | 10,000 | 5,925 | 2003 | 450,480 | 300,000 | None | 10,000 | 6,744 |
(1) | Salary includes additional compensation paid under the executive savings program, which was discontinued as of December 31, 2004, in the amount of (i) $31,738 for Mr. Setola, (ii) $9,929 for Mr. Chubb and (iii) $18,265 for Mr. O’Reilly. Salary also includes for Mr. Chubb compensation of $2,046 attributable to certain contributions under the Employee Stock Purchase Plan. |
(2) | Certain executives were awarded the opportunity to earn shares of restricted stock based on the performance of the Company during the second half of fiscal 2005 (see the “Report on Executive Compensation” below for additional information on these awards). Following the end of fiscal 2005, the Nominating, Compensation and Governance Committee determined that the named executive officers had earned shares of restricted stock as follows for the performance period ending June 3, 2005: (i) 5,250 shares for Mr. Lanier, (ii) 4,500 shares for Mr. Setola, (iii) 3,000 shares for Mr. Chubb and (iv) 2,250 shares for Mr. O’Reilly. The restricted stock was issued on August 15, 2005. The dollar value of the restricted stock disclosed above is based on the number of shares awarded multiplied by $48.22, which was the closing value of the Company’s common stock on August 15, 2005 as reported by the NYSE. The shares of restricted stock will become fully vested and nonforfeitable on June 3, 2008. Recipients are entitled to cash dividends paid on the shares of restricted stock during the restricted period. |
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Adjusted to reflect our two-for-one stock split on December 1, 2003. | |
All other compensation includes the following items in the amounts set forth |
Matching Contributions to our | Matching Non-Qualified | |||||||||||||||||||||||||||||||||
Excess Group Life | Split Dollar Life | Matching Contributions to | Non-Qualified Deferred | Excess Group Life | Executive Medical | Matching 401(k) | Deferred Compensation | |||||||||||||||||||||||||||
Executive Officer | Insurance($) | Insurance($) | our 401(k) Plan($) | Compensation Plan($) | Insurance($) | Plan($) | Contributions($) | Contributions($) | ||||||||||||||||||||||||||
J. Hicks Lanier | 7,524 | 471 | 4,130 | 42,438 | 8,176 | 14,242 | 5,538 | 43,116 | ||||||||||||||||||||||||||
Michael J. Setola | None | 10,061 | 2,908 | None | ||||||||||||||||||||||||||||||
Thomas C. Chubb III | 335 | 1,834 | 5,984 | None | ||||||||||||||||||||||||||||||
S. Anthony Margolis | None | None | 6,000 | 6,000 | 1,584 | None | 8,400 | None | ||||||||||||||||||||||||||
Ben B. Blount, Jr. | 8,878 | 532 | 4,130 | 21,524 | ||||||||||||||||||||||||||||||
Michael J. Setola | None | None | None | None | ||||||||||||||||||||||||||||||
Knowlton J. O’Reilly | 9,036 | 471 | None | None | 11,161 | 4,909 | 3,554 | None |
Mr. Setola’s 2004 compensation | |
(6) | Mr. Chubb was first appointed as an executive officer in fiscal 2005. |
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Options/SAR Grantsofficers in Last Fiscal Year
Individual Grants | ||||||||||||||||||||
Number of Shares | Percent of | |||||||||||||||||||
Underlying | Total Options | Exercise of | ||||||||||||||||||
Options | Granted to | Base Price | Expiration | Grant Date | ||||||||||||||||
Name | Granted(#)(1) | Employees | ($/SH) | Date | Present Value(2) | |||||||||||||||
J. Hicks Lanier | 13,000 | 2.82 | 26.44 | August 18, 2013 | $ | 150,410 ($11.57/SH | ) | |||||||||||||
S. Anthony Margolis | 0 | 0 | N/A | N/A | N/A | |||||||||||||||
Ben B. Blount, Jr. | 0 | 0 | N/A | N/A | N/A | |||||||||||||||
Michael J. Setola | 40,000 | 8.68 | 32.15 | November 13, 2013 | $ | 566,800 ($14.17/SH | ) | |||||||||||||
Knowlton J. O’Reilly | 13,000 | 2.82 | 26.44 | August 18, 2013 | $ | 150,410 ($11.57/SH | ) |
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Aggregated Options Table
fiscal 2005. The table below shows information with respect to options exercised during fiscal 20042005 and options held at the end of fiscal 20042005 by each named executive officer. All options are options to purchase our Common Stock.
Number of Shares | Number of Shares | |||||||||||||||||||||||||||||||
Underlying Unexercised | Value(2) of Unexercised | Underlying Unexercised | Value(1) of Unexercised | |||||||||||||||||||||||||||||
Shares | Options at | In-the-Money Options at | Shares | Options at | In-the-Money Options at | |||||||||||||||||||||||||||
Acquired | Value | Fiscal Year-End(#) | Fiscal Year-End($) | Acquired | Value | Fiscal Year-End(#) | Fiscal Year-End($) | |||||||||||||||||||||||||
Name | on Exercise(#)(1) | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | on Exercise(#) | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||||||||||||||
J. Hicks Lanier | 0 | N/A | 54,000/ 39,000 | 1,221,588/796,880 | 0 | 0 | 68,600/24,400 | 1,879,538/584,898 | ||||||||||||||||||||||||
Michael J. Setola | 0 | 0 | 8,000/32,000 | 73,160/292,640 | ||||||||||||||||||||||||||||
Thomas C. Chubb III | 0 | 0 | 14,470/19,000 | 382,582/412,680 | ||||||||||||||||||||||||||||
S. Anthony Margolis | 0 | N/A | 0/0 | 0/0 | 0 | 0 | 0/0 | 0/0 | ||||||||||||||||||||||||
Ben B. Blount, Jr. | 20,000 | 140,137 | 34,000/26,000 | 848,150/666,100 | ||||||||||||||||||||||||||||
Michael J. Setola | 0 | N/A | 0/40,000 | 0/174,000 | ||||||||||||||||||||||||||||
Knowlton J. O’Reilly | 50,000 | 447,637 | 0/39,000 | 0/796,880 | 14,600 | 347,336 | 0/24,400 | 0/584,898 |
(1) | |
These amounts reflect the difference between: |
• | the fair market value of the shares of our Common Stock underlying the options held by each officer based on an average of the “high” and “low” sale price per share of our Common Stock of | |
• | the aggregate exercise price of such options. |
Equity Compensation Plan Information
The table below shows information as of May 28, 2004 with respect to the shares of our Common Stock that may be issued under our existing equity compensation plans, consisting of the 1997 Stock Option Plan and the 1997 Restricted Stock Plan.
(a) | (b) | (c) | ||||||||||
Number of securities | Weighted-average | Number of securities remaining | ||||||||||
to be issued upon | exercise price of | available for future issuance under | ||||||||||
exercise of | outstanding | equity compensation plans | ||||||||||
outstanding options, | options, warrants | (excluding securities reflected in | ||||||||||
Plan category | warrants and rights | and rights | column (a)) | |||||||||
Equity compensation plans approved by security holders | 1,003,920 | $ | 19 | 1,547,776 | (1) | |||||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | |||||||||
Total | 1,003,920 | $ | 19 | 1,547,776 |
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Nominating, Compensation and Governance Committee Interlocks and Insider Participation
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2005.
Service | Fees and interest | |||
Agent for credit facility | $ | 4,749,190 | ||
Cash management and senior notes related services | $ | 82,000 | ||
Trustee for deferred compensation plan and industrial revenue bonds | $ | 8,000 | ||
Stock transfer services | $ | 9,600 |
Service | Fees and Interest | |||
Agent for credit facility | $ | 2,998,591 | ||
Cash management, trust and other services | $ | 151,089 |
2004.
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2005.
Fees |
Audit Fees. The aggregatefollowing table summarizes certain fees that we paid to Ernst & Young LLP for professional services rendered for fiscal 2005 and fiscal 2004:
Fee Category | Fiscal 2005 Fees($) | Fiscal 2004 Fees($) | ||||||
Audit fees | 1,391,000 | 644,000 | ||||||
Audit-related fees | 72,000 | None | ||||||
Tax fees | 63,000 | 28,000 | ||||||
All other fees | None | None | ||||||
Total fees | 1,526,000 | 672,000 |
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Tax Fees. The aggregate Tax fees we paid in fiscal 2004 for professional services rendered by Ernst & Young LLPare fees for tax compliance, tax advice,planning and tax planning totaled $27,885. The aggregate fees we paid in fiscal 2003 for professional services rendered by Ernst & Young LLP for tax compliance, tax advice, and tax planning totaled $82,767.
Other Fees. None.
advisory services.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors |
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services.
Unless a service to be provided by the independent auditors has received general pre-approval under the policy, it requires specific pre-approval by the Audit Committee or the Chair of the Audit Committee before the commencement of the service.
• | audit services associated with a change in the scope of the annual audit engagement and additional audit procedures arising out of the Company’s adoption of (1) new accounting pronouncements or (2) business transactions, regulatory matters, or unanticipated matters arising in the conduct of the audit; | |
• | work associated with registration statements under the Securities Act of 1933 (for example, comfort letters or consents); | |
• | statutory audits, employee benefit plan audits or other financial audit work for non-U.S. subsidiaries that is not required for the | |
• | due-diligence work for potential acquisitions or disposals; | |
• | attest services not required by statute or regulation; | |
• | ||
• | assistance and consultation as to questions from the Company and access to the Ernst & Young internet-based accounting | |
• | assistance to the Company with understanding its internal control | |
• | review of information systems security and controls; | |
• | tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities; | |
• |
For each proposed service,
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The
performed under the general pre-approval guidelines are reviewed with the Audit Committee on at least an annual basis.
Compensation Policy |
Executive Compensation Program
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2005.
It is the responsibility of the Committee to address the issues raised by Section 162(m) of the Internal Revenue Code of 1986. This Section limits our Company’s annual deduction to $1,000,000 for compensation paid to its chief executive officer and to the next four most highly compensated executives of our Company. Certain compensation that qualifies as performance-based or that meets other requirements under the Code may be exempt from the Code Section 162(m) limit. Our shareholders ratified the Oxford Industries, Inc. Executive Performance Incentive Plan so that a portion of the bonuses paid under that Plan may be treated as performance-based compensation not subject to the limits of Code Section 162(m). The Committee will continue to monitor the impact of Code Section 162(m), and reserves the right to award compensation in excess of the limits as it deems necessary or appropriate.
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• | the S&P SmallCap 600 Index and | |
• | the S&P 500 Apparel, Accessories and Luxury Goods. |
5/28/99 | 6/2/00 | 6/1/01 | 5/31/02 | 5/30/03 | 5/28/04 | |||||||||||||||||||||||||||||||||||||||||||
Company/ Index | 6/2/00 | 6/1/01 | 5/31/02 | 5/30/03 | 5/28/04 | 6/3/05 | ||||||||||||||||||||||||||||||||||||||||||
Oxford Industries, Inc. | $ | 100 | $ | 61.02 | $ | 85.88 | $ | 111.81 | $ | 171.42 | $ | 313.76 | $ | 100 | $ | 140.73 | $ | 183.22 | $ | 280.91 | $ | 514.17 | $ | 590.68 | ||||||||||||||||||||||||
S&P SmallCap 600 Index | $ | 100 | $ | 120.31 | $ | 131.04 | $ | 142.04 | $ | 126.59 | $ | 166.44 | $ | 100 | $ | 108.92 | $ | 118.06 | $ | 105.21 | $ | 138.33 | $ | 161.49 | ||||||||||||||||||||||||
S&P 500 Apparel, Accessories, Luxury | $ | 100 | $ | 82.25 | $ | 109.59 | $ | 121.11 | $ | 95.07 | $ | 114.47 | ||||||||||||||||||||||||||||||||||||
S&P 500 Apparel, Accessories & Luxury Goods | $ | 100 | $ | 133.25 | $ | 147.25 | $ | 115.59 | $ | 139.18 | $ | 173.04 |
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ADOPTION OF THE OXFORD INDUSTRIES, INC.
What am I voting on?
You are voting onNovember 5, 2004; and (3) for L. Wayne Brantley, a proposal to adoptForm 4 reporting the Oxford Industries, Inc. Employee Stock Purchase Plan and to provide for the issuancesale of up to 250,000 shares under the Plan, a copy of which is attached hereto as Exhibit B. On July 27, 2004, the Board adopted the Plan, subject to the approval of our shareholders. If our shareholders approve the Plan, it will take effect on January 1, 2005 and will remain in effect until terminated by the Company.
Why does the Board want to adopt the Employee Stock Purchase Plan?
We believe that the Plan will provide employees with an opportunity to become more personally invested in our Company. We feel that employee participation in the ownership of the business will be to the mutual benefit of the employee and our Company.
Who is eligible to participate in the Employee Stock Purchase Plan?
All United States-based employees who have been employed for at least 90 days and who are regularly scheduled to work at least 25 hours per week and at least five months per year are eligible to participate in the Plan. An employee will not be eligible to participate in the Plan if the employee owns five percent (5%) or more of our Common Stock. This limitation currently applies only to our Chief Executive Officer. An employee must be employed on the last day of the purchase period to receive his or her shares under the Plan. If an employee terminates employment prior to the end of a purchase period, the Company will refund to the employee any funds held in the employee’s name under the Plan.
Participation in the Plan is voluntary. As of August 16, 2004, approximately 2,500 employees were eligible to participate in the Plan.
How does the Employee Stock Purchase Plan work?
The Plan consists of four three-month purchase periods, beginning on the first day of each calendar quarter. Employees may participate in one or more of the purchase periods. Employees fund their purchases through voluntary payroll deductions that accumulate in accounts maintained in each employee’s name. The funds are held until the given purchase period ends or until the employee’s employment with our Company terminates.
At the end of each purchase period, the amount credited to the employee’s account is applied to the purchase of our Common Stock at a price equal to 85% of the market price on the last day of the purchase period.
An employee who has elected to participate in the Plan 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.
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Yes. There are two limitations:
The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. An employee is not subject to any tax (other than on dividends issued on shares purchased under the Plan) until shares purchased under the Plan are sold. When the shares are sold, the employee will generally be subject to tax, and the amount of the tax will depend upon on how long the employee had held the stock. If the employee has held the stock for two years from the start of the purchase periodandfor one year from the date of purchase, all of the employee’s gain will be treated as a capital gain. If the employee sells the stock prior to the end of the required holding period, the employee will recognize ordinary income equal to the original discount to the purchase price. All other gain will be treated as capital gain.
Stock issued under the Plan will have the same voting and other rights as all other shares of our Common Stock.
This summary is not a complete description of all of the provisions of the Plan. The summary is qualified in its entirety by the full text of the Plan, a copy of which has been attached to this proxy statement. You are encouraged to read the full text of the Plan if you need more information.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
ADOPTION OF THE OXFORD INDUSTRIES, INC.
�� What am I voting on?
You are voting on a proposal to adopt the Oxford Industries, Inc. Long-Term Stock Incentive Plan, a copy of which is attached hereto as Exhibit C. On July 27, 2004, the Board adopted the Plan, subject to the approval of our shareholders. If our shareholders approve the Plan, it will take effect on July 27, 2004 and will remain in effect until terminated by the Company.
Why does the Board want to adopt the Long-Term Stock Incentive Plan?
We believe that the Plan will provide our Company with the ability to attract and retain employees and directors and to provide eligible employees and directors with incentives and rewards for superior performance.
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Who is eligible to participate in the Long-Term Stock Incentive Plan?
Employees of the Company and its subsidiaries and members of the Board who are not employees may be selected by the Nominating, Compensation and Governance Committee to receive benefits under the Plan. The benefits or amounts that may be received by or allocated to participants in the Plan will be determined in the discretion of the Committee and are not presently determinable.
How many shares are available for issuance pursuant to the Long-Term Stock Incentive Plan?
The number of shares available for issuance under the Plan is 1,000,000 shares. In addition, shares that are currently available for grant or that become available for grant under our existing stock option and restricted stock plans will be added to that total. As of August 16, 2004, there were 1,662,168 shares available for issuance under our existing stock option and restricted stock plans.
Shares issued under the Plan may be shares of original issuance, shares held in Treasury or shares that have been reacquired by the Company. The Nominating, Compensation and Governance Committee can make adjustments in the number of shares as it, in its sole discretion, may in good faith determine to be appropriate in order to reflect certain transactions or events described in the Plan. The fair market value of our Common Stock on August 16, 2004 was $38.37 per share.
Are there any other limits on awards made under the Long-Term Stock Incentive Plan?
Yes. An individual may not receive awards representing more than 300,000 shares of our Common Stock in any one year. The aggregate number of shares issued upon the exercise of Incentive Stock Options may not exceed 200,000. The number of shares released from substantial risk of forfeiture and the number of shares issued or transferred in payment of Restricted Share Units may not in the aggregate exceed 200,000.
What kinds of awards can be made under the Long-Term Stock Incentive Plan?
Subject to the terms of the Plan, the Nominating, Compensation and Governance Committee has the discretion to determine the terms of each award.
Upon what terms may stock options be awarded?
The Nominating, Compensation and Governance Committee may grant stock options that entitle the optionee to purchase shares of our Common Stock at a price equal to or greater than the fair market value of the stockwas filed on the date of grant. The option may specify that the option price is payable (i) in cash, (ii) by the transfer to the Company of unrestricted shares of our Common Stock, (iii) with any other legal consideration the Committee may deem appropriate or (iv) any combination of these. No stock option may be exercised more than ten years from the date of grant. Each grant may specify a period of continuous employment with the Company or any subsidiary (or in the case of a non-employee director, service on the Board) that is necessary before the stock option or any portion thereof will become exercisable, and may provide for the earlier exercise of the option in the event of a change in control of the Company or similar event. Each grant
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November 5, 2004.
Upon what terms may stock appreciation rights be awarded?
The Nominating, Compensation and Governance Committee may grant stock appreciation rights that entitle the participant to receive a payment equal to a percentage of the difference between the fair market value of our Common Stock on the date of grant and on the date of exercise of the stock appreciate right. The grant may specify that the amount payable upon exercise of the stock appreciation right may be paid by the Company (i) in cash, (ii) in shares of our Common Stock or (iii) any combination of these. Any grant may specify a waiting period or periods before the stock appreciation rights may become exercisable and permissible dates or periods on or during which the stock appreciation rights shall be exercisable. Each grant of a stock appreciation right must specify the period of continuous employment of the participant by the Company or any subsidiary that is necessary before the stock appreciation right or installments thereof may be exercisable.
Upon what terms may restricted shares be awarded?
The Nominating, Compensation and Governance Committee may authorize grants to participants of restricted shares. An award of restricted shares involves the immediate transfer by the Company to a participant of ownership of a specific number of shares in return for the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such shares, subject to the discretion of the Committee. The transfer may be made without additional consideration from the participant. The Committee may specify performance objectives that must be achieved for the restrictions to lapse or for the restricted shares to be granted. Restricted shares may be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code for a period to be determined by the Committee on the grant date, and any grant or sale may provide for the earlier termination of such risk of forfeiture in the event of a change of control of the Company or similar event.
Upon what terms may restricted share units be awarded?
The Nominating, Compensation and Governance Committee may authorize grants to participants of restricted share units. Each grant will specify one or more performance objectives to be met within a specified period (the “performance period”), which may be subject to earlier termination in the event of a change in control of the Company or a similar event. If by the end of the performance period the participant has achieved the specified performance objectives, the participant will be deemed to have fully earned the restricted share units. If the participant has not achieved the level of acceptable achievement, the participant may be deemed to have partly earned the restricted share units in accordance with a predetermined formula. To the extent earned, the restricted share units will be paid to the participant at the time and in the manner determined by the Committee in cash, shares of our Common Stock or any combination thereof. Any grant of restricted share units may provide for the payment to the participant of dividend equivalents in cash or in additional shares of stock on a current, deferred or contingent basis.
What is the Section 162(m) exemption?
Section 162(m) of the Internal Revenue Code prevents a publicly held corporation from claiming tax deductions for compensation in excess of $1,000,000 paid to certain of its senior executives. Compensation is exempt from this limitation if it is “qualified performance-based compensation.” Stock options and stock
28
What are the performance objectives?
The Plan provides that grants of restricted shares and restricted share units may be made or become vested based upon “performance objectives.” Performance objectives applicable to awards that are intended to be exempt from the limitations of Section 162(m) may include the achievement of a specified target, or target growth in, one or more of the following:
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How are the performance objectives for an award determined?
The Nominating, Compensation and Governance Committee decides what performance objectives will be used for a specific award. Performance objectives may be described in terms of either Company-wide objectives or objectives that are related to the performance of the individual participant or subsidiary, division, department or function within the Company or a subsidiary in which the participant is employed. Except in the case of an award intended to qualify under Section 162(m), if the Committee determines that a change in the business, operation, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives, or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems equitable or appropriate.
Are awards made under the Long-Term Stock Incentive Plan transferable?
Except as provided below, no award under the Plan may be transferred by a participant other than by will or the laws of descent and distribution, and stock options and stock appreciation rights may be exercised during the participant’s lifetime only by the participant or, in the event of the participant’s legal incapacity, the guardian or legal representative acting on behalf of the participant. The Committee may expressly provide in an award agreement (other than an incentive stock option) that the participant may transfer the option to a spouse or lineal descendant, a trust for the exclusive benefit of such family members, a partnership or other entity in which all the beneficial owners are such family members, or any other entity affiliated with the participant that the Committee may approve.
When does the Long-Term Stock Incentive Plan terminate?
The plan will remain in effect until terminated by the Board. Incentive Stock Options may not be granted under the Plan after July 27, 2014.
How can the Long-Term Stock Incentive Plan be amended?
The Plan may be amended from time to time by the Board of Directors, but without further approval by the shareholders of the Company, no such amendment may increase the limitations set forth in the plan on the number of shares underlying certain types of awards, or on the number of shares that may be granted or issued in the aggregate, or to individual participants during any given time period, under the Plan.
What are the tax consequences of the Long-Term Stock Incentive Plan?
The following is a brief summary of certain of the federal income tax consequences of certain transactions under the Plan. This summary is not intended to be exhaustive and does not describe state or local tax consequences.
Non-Qualified stock options. In general, an optionee will not recognize income at the time a non-qualified stock option is granted. At the time of exercise, the optionee will recognize ordinary income in an
30
Incentive stock options. An optionee generally will not recognize income upon the grant or exercise of an incentive stock option. If shares issued to an optionee upon the exercise of an incentive stock option are not disposed of in a disqualifying disposition within two years after the date of grant or within one year after the transfer of the shares to the optionee, then upon the sale of the shares any amount realized in excess of the option price generally will be taxed to the optionee as long-term capital gain and any loss sustained will be a long-term capital loss. If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to any excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the option price paid for the shares. Any further gain (or loss) realized by the optionee generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.
Subject to certain exceptions for death or disability, if an optionee exercises an incentive stock option more than three months after termination of employment, the exercise of the option will be taxed as the exercise of a nonqualified stock option. In addition, if an optionee is subject to federal “alternative minimum tax,” the exercise of an incentive stock option will be treated essentially the same as a nonqualified stock option for purposes of the alternative minimum tax.
Restricted Shares. A recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient) at such time as the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Section 83 of the Code. However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the restricted shares will recognize ordinary income on the date of transfer of the shares equal to the excess of the fair market value of the restricted shares (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient.
Restricted Share Units. A participant generally will not recognize income upon the grant of restricted share units. Upon payment in respect of restricted share units, the participant generally will recognize as ordinary income an amount equal to the amount of cash received and the fair market value of any unrestricted shares received.
To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code.
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Where can I get a copy of the Long-Term Stock Incentive Plan?
This summary is not a complete description of all of the provisions of the Plan. The summary is qualified in its entirety by the full text of the Plan, a copy of which has been attached to this proxy statement. You are encouraged to read the full text of the Plan if you need more information.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRMAUDITORS
3225
Q. | How do |
Q. | How can a shareholder communicate with the Company’s outside directors? |
By Order of the Board of Directors | |
3326
OXFORD INDUSTRIES, INC. AUDIT COMMITTEE CHARTER
PURPOSE
The purpose of the Audit Committee is to assist the Company’s Board of Directors in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, reporting processes and systems of internal controls, (ii) the Company’s compliance with applicable laws and regulations, (iii) the qualifications and independence of the Company’s independent auditors and (iv) the performance of the Company’s internal audit department and its independent auditors. The Committee shall also serve as an open avenue of communication among Company management, the independent auditors, the internal audit department and the Board of Directors.
COMPOSITION
The Committee shall be appointed by and shall report to the Board of Directors. The Committee shall consist of three or more members, as determined by the Board of Directors, each of whom shall satisfy New York Stock Exchange listing standards and federal laws and regulations regarding audit committee members, as such listing standards, laws and regulations become applicable to the Company. No member shall serve on the audit committee of more than two other public companies. Committee members shall receive no compensation from the Company other than director fees. Each Committee member shall be financially literate, and at least one member of the Committee shall have accounting or financial management expertise, all as determined by the Board of Directors. If the Board of Directors does not designate a Committee Chair or if the Chair is not present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Committee may form one or more subcommittees, and delegate authority to those subcommittees, as it deems appropriate. The Committee Chair shall have the authority to act on behalf of the full Committee.
MEETINGS
The Committee shall meet at least quarterly and shall determine whether circumstances dictate additional meetings. Meetings shall be at such times and places as the Committee shall determine, and may take place in person, by teleconference or by videoconference as the Committee deems appropriate. A majority of the members of the Committee shall constitute a quorum. Any action that may be taken by the Committee at a meeting of its members may also be taken by unanimous written consent of the members.
At least twice per year, the Committee shall hold a private session with the independent auditors and, if the Committee desires, one or more representatives of the Company’s internal audit department. Other than employees of the internal audit department, no employee of the Company shall be present at such private session.
AUTHORITY AND RESPONSIBILITIES
The Committee shall have the authority to conduct or authorize any investigation appropriate to fulfilling the responsibilities set forth in this Charter and shall have direct access to the Company’s independent auditors, the Director of the Company’s internal audit department and other members of Company
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The Committee’s authority and responsibilities shall also include the following:
1. Review and assess the adequacy of this Charter at least annually. Recommend any proposed changes to the Board of Directors for approval. Have the Charter published in the proxy statement in accordance with SEC requirements.
2. Review the Company’s annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” with management and the independent auditors prior to filing or distribution.
The review shall include discussion with Company management and the independent auditors of (i) significant issues regarding accounting principals and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principals, and significant issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies, (ii) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements, (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company, and (iv) the type and presentation of information to be included in earnings press releases (paying particular attention to any use or “pro forma” or “adjusted” non-GAAP information).
3. Review and discuss with management the Company’s policies and procedure with respect to earnings releases, financial information and earnings guidance provided to analysts and rating agencies.
4. In consultation with Company management, the independent auditors and the internal audit department, help to ensure the integrity of the Company’s financial reporting processes and controls.
5. Review and discuss with management, the Company’s internal auditors and the Company’s independent auditors the Company’s policies with respect to risk assessment and risk management.
6. Meet separately, periodically, with management, with the Director of the Internal Audit Department and with the independent auditors.
1. Appoint, retain, compensate, evaluate and terminate the Company’s independent auditors, subject to shareholder ratification. Discuss with the independent auditors the overall scope of and plans for the audit and the adequacy of staffing and compensation. Approve in advance all engagement fees and terms for audit and non-audit services by the independent auditors. Have the independent auditors report directly to the Committee. Be directly responsible for the oversight of the independent auditors, including resolution of disagreements between management and the independent auditors.
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2. At least annually, the Committee shall obtain and review a report by the independent auditors describing the firm’s internal quality-control procedures; any material issues raised by the most recent quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues.
3. On an annual basis (i) ensure that the independent auditors submit to the Committee a formal written statement detailing all relationships between the auditors and the Company, (ii) discuss with the independent auditors any disclosed relationships or services that may impact the auditors’ objectivity and independence and (iii) recommend that the Board take appropriate action in response to the auditors’ report to satisfy itself of the auditors’ independence.
4. Review the qualifications, independence and performance of the independent auditors and annually, or earlier if warranted, recommend to the Board of Directors the appointment and/or discharge of the independent auditors.
5. Review with the independent auditors any audit problems or difficulties and management’s response.
1. Review the appointment, performance and replacement of the Director of the internal audit department, with such Director to be ultimately responsible to the Committee and the Board of Directors.
2. At least annually review and approve the internal audit department’s work schedule, staffing plan and financial budget.
3. Review the internal audit department’s report on the status of work conditions (as related to health and safety) at Company locations and contractor facilities annually.
4. Review with the director of the internal audit department significant audit findings and recommendations.
1. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Establish procedures for the receipt, retention and treatment of confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.
2. Annually prepare a report to shareholders for inclusion in the Company’s proxy statement as required by the SEC.
3. Set clear hiring policies with regard to employees and employees of the Company’s independent auditors.
4. Annually evaluate the Committee’s own performance.
5. Perform any other activities consistent with this Charter and governing law that the Committee or Board of Directors deems necessary or appropriate.
6. Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities. Review with the Board of Directors any issues that arise with respect to the quality or
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The Committee is responsible for the duties set forth in this Charter but is not responsible for either the preparation of the Company’s financial statements or the auditing of those financial statements. Company management has the responsibility of preparing the financial statements and implementing internal controls, and the independent auditors have the responsibility of auditing the financial statements and monitoring the effectiveness of the internal controls. The review of the financial statements by the Committee is not intended to be of the same quality as the audit performed by the independent auditors. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible so that it can best react to a changing environment.
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EXHIBIT B
OXFORD INDUSTRIES, INC.
1. Purpose.
(a) The purpose of this Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to become more personally invested in the Company by purchasing the Common Stock of the Company at a discount through payroll deduction. The Company believes that employee participation in the ownership of the business will be to the mutual benefit of both the employees and the Company. This Plan document is an omnibus document that includes a sub-plan (“Statutory Plan”) designed to permit offerings of grants to employees of certain Subsidiaries that are Designated Subsidiaries where such offerings are intended to satisfy the requirements of Section 423 of the Code (although the Company makes no undertaking nor representation to obtain or maintain qualification under Section 423 for any Subsidiary, individual, offering or grant) and also separate sub-plans (“Non-Statutory Plans”) which permit offerings of grants to employees of certain Designated Subsidiaries which are not intended to satisfy the requirements of Section 423 of the Code. Section 3 of the Plan sets forth the maximum number of shares to be offered under the Plan (and its sub-plans), subject to adjustments as permitted under Section 12. The Committee shall determine from time to time the method for allocating the number of such total shares to be offered under each sub-plan. Such determination shall be in the Committee’s discretion and shall not require shareholder approval.
(b) The Statutory Plan shall be a separate and independent plan from the Non-Statutory Plans; provided, however, that the total number of shares authorized to be issued under the Plan applies in the aggregate to both the Statutory Plan and the Non-Statutory Plans. Offerings under the Non-Statutory Plans may be made to achieve desired tax or other objectives in particular locations outside the United States of America or to comply with local laws applicable to offerings in such foreign jurisdictions.
(c) The terms of the Statutory Plan shall be those set forth in this Plan document to the extent such terms are consistent with the requirements for qualification under Code Section 423. The Committee may adopt Non-Statutory Plans applicable to particular Designated Subsidiaries or locations that are not participating in the Statutory Plan. The terms of each Non-Statutory Plan may take precedence over other provisions in this document, with the exception of Sections 3 and 12 with respect to the total number of shares available to be offered under the Plan for all sub-plans. Unless otherwise superseded by the terms of such Non-Statutory Plan, the provisions of this Plan document shall govern the operation of each Non-Statutory Plan. Except to the extent expressly set forth herein or where the context suggests otherwise, any reference herein to “Plan” shall be construed to include a reference to the Statutory Plan and the Non-Statutory Plans.
2. Definitions.
As used in the Plan, the following terms, when capitalized, have the following meanings:
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3. Reserved Shares. Subject to adjustments as provided in Section 12, the maximum number of Shares available for purchase on or after the Effective Date is 250,000 Shares. Shares issued under the Plan may be Shares of original issuance, Shares held in treasury, or Shares that have been reacquired by the Company.
4. Eligibility.
(a) Eligible Employees. Any person who, as of an Offering Date in a given Purchase Period, (i) has been an Employee for a period of at least 90 days, (ii) is regularly scheduled to work at least 25 hours per week and (iii) is regularly scheduled to work at least five months per year, will be eligible to participate in the Plan for that Purchase Period, subject to the requirements of Section 5 and the limitations imposed by Code Section 423(b).
(b) Five Percent Shareholders. Notwithstanding any other provision of the Plan, no Employee will be eligible to participate in the Plan if the Employee (or any other person whose stock would be attributed to the Employee pursuant to Code Section 424(d)) owns capital stock of the Company and/or holds outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary.
5. Participation. An Employee may become a Participant in the Plan by completing a payroll deduction authorization form and any other required enrollment documents provided by the Committee or its designee and submitting them to the Committee or its designee in accordance with the rules established by the Committee. The enrollment documents will set forth the dollar amount to be paid as Contributions pursuant to the Plan. In countries where payroll deductions are not feasible, the Committee may permit an Employee to participate in the Plan by an alternative means, such as by check.
6. Contributions.
(a) Payroll Deductions. A Participant’s payroll deductions will begin with the first payroll paid following the Offering Date and will end on the last payroll paid on or before the Purchase Date of the Purchase Period. A Participant’s enrollment documents will remain in effect for successive Purchase Periods unless the Participant timely submits new enrollment documents to change the rate of payroll deductions for a subsequent Purchase Period in accordance with rules established by the Committee.
(b) Payroll Deduction Account. The Committee will credit the amount of each Participant’s Contributions to the Participant’s Payroll Deduction Account. A Participant may not make any additional payments to the Participant’s Payroll Deduction Account, except as expressly provided in the Plan or as authorized by the Committee.
(c) No Changes to Payroll Deductions. A Participant may not change or cease payroll deductions once a Purchase Period has begun.
(d) No Interest. No interest or other earnings will accrue on a Participant’s Contributions to the Plan except to the extent payment of interest on such amount is required by the laws of any applicable jurisdiction.
(e) Foreign Currency. Except as otherwise specified by the Committee, payroll deductions made with respect to Employees paid in currencies other than U.S. dollars will be accumulated in local currency and converted to U.S. dollars as of the Purchase Date.
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7. Limitation on Purchases.
Participant purchases are subject to the following limitations:
8. Stock Purchases.
(a) Automatic Purchase. On each Purchase Date, each Participant will be deemed, without further action, to have elected to purchase the number of whole Shares that the Participant’s Payroll Deduction Account balance can purchase at the Purchase Price on that Purchase Date. Except as otherwise specified by the Committee, any amounts that are not sufficient to purchase a whole Share will be retained in the Participant’s Payroll Deduction Account for the subsequent Purchase Period. Any other amounts remaining in the Participant’s Payroll Deduction Account after the Purchase Date will be returned to the Participant.
(b) Delivery of Shares. As soon as practicable after each Purchase Date, the Committee will arrange for the delivery of the Shares purchased by Participants on the Purchase Date. The Committee may permit or require that Shares purchased under the Plan be deposited directly with a provider designated by the Committee. The Committee may require that Shares be retained by the designated provider for a specified period of time and may restrict dispositions during that period, and the Committee may establish other procedures to permit tracking of disqualifying dispositions of the Shares or to restrict transfer of the Shares.
(c) Notice Restrictions. The Committee may require, as a condition of participation in the Plan, that each Participant agree to notify the Company if the Participant sells or otherwise disposes of any Shares within two years of the Offering Date or one year of the Purchase Date for the Purchase Period in which the Shares were purchased.
(d) Shareholder Rights. A Participant will have no interest or voting right in a Share until a Share has been purchased on the Participant’s behalf under the Plan.
9. Employment Termination.
(a) Termination of Employment. If a Participant’s employment with the Company or a Designated Subsidiary terminates for any reason, the Participant will cease to participate in the Plan and the Company or its designee will refund the balance in the Participant’s Payroll Deduction Account to the Participant or the
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(b) Ineligible Employee. In the a Participant ceases to be an eligible Employee for any reason other than employment termination at any time during a Purchase Period, at the election of the Participant, the Participant’s Payroll Deduction Account balance will, in the Committee’s discretion, be (i) distributed to the Participant, or (ii) held until the end of the Purchase Period and applied to purchase Shares in accordance with Section 6.
(c) Leaves of Absence. The Committee may establish rules regarding when leaves of absence will be considered a termination of employment.
10. Plan Administration.
(a) The Plan shall be administered by the Board. The Board may delegate any or all of its authority and obligations under this Plan to such committee or committees (including without limitation, a committee of the Board) or officer(s) of the Company as it may designate. Notwithstanding any such delegation of authority, the Board may itself take any action under the Plan in its discretion at any time, and any reference in this Plan document to the rights and obligations of the Committee shall be construed to apply equally to the Board. Any references to the Board mean only the Board. The authority that may be delegated by the Board includes, without limitation, the authority to (i) establish Non-Statutory Plans and determine the terms of such sub-plans, (ii) designate from time to time which Subsidiaries will participate in the Statutory Plan, which Subsidiaries will be Designated Subsidiaries, and which Designated Subsidiaries will participate in a particular Non-Statutory Plan, (iii) determine procedures for eligible employees to enroll in or withdraw from a sub-plan, setting or changing payroll deduction percentages, and obtaining necessary tax withholdings, (iv) allocate the available shares under the Plan to the sub-plans for particular offerings, and (v) adopt amendments to the Plan or any sub-plan including, without limitation, amendments to increase the shares available for issuance under the Plan pursuant to Section 13 (but not including increases in the available shares above the maximum permitted by Section 3 which shall require Board and shareholder approval).
(b) The Committee shall be vested with full authority and discretion to construe the terms of the Plan and make factual determinations under the Plan, and to make, administer, and interpret such rules and regulations as it deems necessary to administer the Plan, and any determination, decision, or action of the Committee in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive, and binding upon all participants and any and all persons claiming under or through any participant. The Committee may retain outside entities and professionals to assist in the administration of the Plan including, without limitation, a vendor or vendors to perform enrollment and brokerage services. The authority of the Committee will specifically include, without limitation, the power to make any changes to the Plan with respect to the participation of employees of any Subsidiary that is organized under the laws of a country other than the United States of America when the Committee deems such changes to be necessary or appropriate to achieve a desired tax treatment in such foreign jurisdiction or to comply with the laws applicable to such non-U.S. Subsidiaries. Such changes may include, without limitation, the exclusion of particular Subsidiaries from participation in the plan; modifications to eligibility criteria, maximum number or value of shares that may be purchased in a given period, or other requirements set forth herein; and procedural or administrative modifications. Any modification relating to offerings to a particular Designated Subsidiary will apply only to such Designated Subsidiary, and will apply equally to all similarly situated employees of such Designated Subsidiary. The rights and privileges of all employees granted options under the Statutory
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11. Rights Not Transferable. Rights under the Plan are not transferable by a Participant and, during the Participant’s lifetime, may be exercised only by the Participant.
12. Capital Changes. In the event of a Corporate Transaction, other than a Corporate Transaction in which the Company is not the surviving corporation, the number and kind of shares of stock or securities of the Company to be subject to the Plan, the maximum number of shares or securities that may be delivered under the Plan, and the selling price and other relevant provisions of the Plan will be appropriately adjusted by the Committee, whose determination will be binding on all persons. If the Company is a party to a Corporate Transaction in which the Company is not the surviving corporation, the Committee may take such actions with respect to the Plan as the Committee deems appropriate.
13. Amendment. The Board may at any time, or from time to time, amend the Plan in any respect. The stockholders of the Company, however, must approve any amendment that would increase the number of Shares that may be issued under the Plan pursuant to options intended to qualify under Code Section 423 (other than an increase merely reflecting a change in capitalization of the Company pursuant to Section 12) or a change in the designation of any corporations (other than a Subsidiary) whose employees become Employees under the Plan.
14. Plan Termination. The Plan and all rights of Employees under the Plan will terminate: (a) on the Purchase Date on which Participants become entitled to purchase a number of Shares greater than the number of reserved Shares remaining available for purchase as set forth in Section 3, or (b) at any date at the discretion of the Board. In the event that the Plan terminates under circumstances described in (a) above, reserved Shares remaining as of the termination date will be made available for purchase by Participants on the Purchase Date on a pro rata basis based on the amount credited to each Participant’s Payroll Deduction Account. Upon termination of the Plan, each Participant will receive the balance in the Participant’s Payroll Deduction Account.
15. Government Regulations. The Plan, the grant and exercise of the rights to purchase Shares under the Plan, and the Company’s obligation to sell and deliver Shares upon the exercise of rights to purchase Shares, will be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or government agency as may, in the opinion of counsel for the Company, be required or desirable. To the extent any (i) grant of an option to purchase Shares hereunder, (ii) purchase of Shares hereunder, or (iii) disposition of Shares purchased hereunder gives rise to any tax withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), the Committee may implement appropriate procedures to ensure that such tax withholding obligations are met. Such procedures may include, without limitation, increased withholding from an employee’s current compensation, cash payments to the Company or another Designated Subsidiary by an employee, or a sale of a portion of the stock purchased under the Plan, which sale may be required and initiated by the Company. Any such procedure, including offering choices among procedures, will be applied consistently with respect to all similarly situated employees participating in the Plan (or in an offering under the Plan), except to the extent any procedure may not be permitted under the laws of the applicable jurisdiction.
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EXHIBIT C
OXFORD INDUSTRIES, INC.
1. Purpose. The purpose of the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the “Plan”) is to attract and retain employees and directors for Oxford Industries, Inc. and its subsidiaries and to provide such persons with incentives and rewards for superior performance.
2. Definitions. The following terms shall be defined as set forth below:
(a) “Award” means any Option, Stock Appreciation Right, Restricted Share or Restricted Share Unit.
(b) “Board” means the Board of Directors of the Company.
(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(d) “Committee” means the committee described in Section 4 of this Plan.
(e) “Company” means Oxford Industries, Inc., a Georgia corporation, or any successor corporation.
(f) “Employee” means any person, including an officer, employed by the Company or a Subsidiary.
(g) “Fair Market Value” means the fair market value of the Shares as determined by the Committee from time to time. Unless otherwise determined by the Committee, the fair market value shall be the closing price for the Shares reported on a consolidated basis on the New York Stock Exchange on the relevant date or, if there were no sales on such date, the closing price on the nearest preceding date on which sales occurred.
(h) “Grant Date” means the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.
(i) “Option” means any option to purchase Shares granted under Section 5 of this Plan.
(j) “Optionee” means the person so designated in an agreement evidencing an outstanding Option.
(k) “Participant” means an Employee or nonemployee Director who is selected by the Committee to receive benefits under this Plan, provided that nonemployee Directors shall not be eligible to receive grants of Incentive Stock Options.
(l) “Performance Objectives” means the performance objectives that may be established pursuant to this Plan for Participants who have received grants of Restricted Shares or Restricted Share Units. Performance Objectives may include the achievement of a specified target, or target growth in, one or more of the following: (i) earnings before interest expense, taxes, depreciation and amortization (“EBITDA”); (ii) earnings before interest expense and taxes (“EBIT”); (iii) net earnings; (iv) net income; (v) operating income; (vi) earnings per share; (vii) book value per share; (viii) return on shareholders’ equity; (ix) capital expenditures; (x) expenses and expense ratio management; (xi) return on investment; (xii) improvements in capital structure; (xiii) profitability of an identifiable business unit or product; (xiv) maintenance or improvement of profit margins; (xv) stock price; (xvi) market share; (xvii) revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi) return on (net) assets; (xxii) economic value added; (xxiii) gross or net profit before or after taxes or (xxiv) objectively determinable goals with respect to service or product delivery, service or product quality, inventory management, customer satisfaction, meeting budgets and/or
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(m) “Performance Period” means a period of time established under Sections 7 and 8 of this Plan within which the Performance Objectives relating to a Restricted Share or Restricted Share Unit are to be achieved.
(n) “Restricted Share” means a Share granted under Section 7 of this Plan.
(o) “Restricted Share Unit” means a bookkeeping entry that records the equivalent of one Restricted Share awarded pursuant to Section 8 of this Plan.
(p) “Shares” means shares of the Common Stock of the Company, $1.00 par value, or any security into which Shares may be converted by reason of any transaction or event of the type referred to in Section 10 of this Plan.
(q) “Stock Appreciation Right” means a right granted under Section 6 of this Plan.
(r) “Subsidiary” means a corporation or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest (representing the right generally to make decisions for such other entity) is, now or hereafter owned or controlled directly or indirectly by the Company, provided that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation at the time of such grant.
3. Shares Available Under the Plan.
(a) Subject to adjustment as provided in Section 10 of this Plan, the number of Shares that may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and released from substantial risk of forfeiture, or (iii) issued or transferred in payment of Restricted Share Units, on or after the effective date specified in Section 16, shall not in the aggregate exceed 1,000,000 Shares. In no event, however, shall the number of Shares issued upon the exercise of Incentive Stock Options exceed 200,000 Shares. Further, in no event shall the number of Restricted Shares released from substantial risk of forfeiture and the number of shares issued or transferred in payment of Restricted Share Units exceed an aggregate of 200,000 Shares, subject to adjustment as provided in Section 10. Such Shares may be Shares of original issuance, Shares held in Treasury, or Shares that have been reacquired by the Company. Shares that are currently available for grant or that become available for grant under the Company’s existing stock option and restricted stock plans will be added to the aggregate number of Shares authorized under the Plan, and all subsequent grants shall be made pursuant to the Plan.
(b) Upon payment of the Option Price upon exercise of a Nonqualified Stock Option by the transfer to the Company of Shares or upon satisfaction of tax withholding obligations under the Plan by the transfer or
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(c) No Participant may receive Awards representing more than 300,000 Shares in any one calendar year.
4. Administration of the Plan. This Plan shall be administered by one or more committees appointed by the Board. The interpretation and construction by the Committee of any provision of this Plan or of any agreement or document evidencing the grant of any Award and any determination by the Committee pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Committee shall be liable to any person for any such action taken or determination made in good faith.
5. Options. The Committee may from time to time authorize grants to Participants of options to purchase Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:
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6. Stock Appreciation Rights. The Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the difference between the Fair Market Value of the Shares on the Grant Date and the Fair Market Value of the Shares on the date of exercise. Any grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions:
7. Restricted Shares. The Committee may also authorize grants to Participants of one or more Restricted Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:
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8. Restricted Share Units. The Committee may also authorize grants of Restricted Share Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:
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9. Transferability.
(a) Except as provided in Section 9(b), no Award granted under this Plan shall be transferable by a Participant other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer an Award in violation of this Plan shall render such Award null and void.
(b) The Committee may expressly provide in an Award agreement (or an amendment to an Award agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal descendant (a Family Member), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant that may be approved by the Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 9(b). All terms and conditions of the Award, including provisions relating to the termination of the Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 9(b).
(c) Any Award made under this Plan may provide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights or upon payment under any grant of Restricted Share Units, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7 of this Plan, shall be subject to further restrictions upon transfer.
10. Adjustments. The Committee may make or provide for such adjustments in the (a) number of Shares covered by outstanding Options, Stock Appreciation Rights, Restricted Shares and Restricted Share Units granted hereunder, (b) prices per share applicable to such Options and Stock Appreciation Rights, and (c) kind of Shares covered thereby, as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that otherwise would result from (x) any stock dividend, stock split, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company, (y) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities or (z) any other corporate transaction or
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11. Fractional Shares. The Company shall not issue any fractional Shares pursuant to this Plan and shall settle any such fractional Shares in cash.
12. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit.
13. Certain Terminations of Employment, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Restricted Share Units that have not been fully earned, or any Shares that are subject to any transfer restriction pursuant to Section 9(c) of this Plan, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan.
14. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders of the Company.
15. Amendments and Other Matters.
(a) This Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations specified in Section 3 of this Plan, other than to reflect an adjustment made in accordance with Section 10, without the further approval of the Stockholders of the Company.
(b) The Committee shall not re-price any Option granted under the Plan except with the approval of the affirmative vote of the majority of Shares voting at a meeting of the Company’s stockholders.
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(c) This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time.
(d) To the extent that any provision of this Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option, provided that such provision shall remain in effect with respect to other Options, and there shall be no further effect on any provision of this Plan.
16. Effective Date and Stockholder Approval. This Plan shall become effective upon its approval by the Board, subject to approval by the Stockholders of the Company at the next Annual Meeting of Stockholders. The Committee may grant Awards subject to the condition that this Plan shall have been approved by the Stockholders of the Company.
17. Governing Law. The validity, construction and effect of this Plan and any Award hereunder will be determined in accordance with the laws of the State of Georgia.
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1. | Proposal to elect the |
o FORall nominees listed below (except as marked to the contrary*) | o WITHHOLD AUTHORITYto vote for all nominees listed below |
Shaw
2. Proposal to approve the Oxford Industries, Inc. Employee Stock Purchase Plan.
2. | Proposal to ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 2, 2006. |
3. Proposal to approve the Oxford Industries, Inc. Long-Term Incentive Plan.
oFOR oAGAINST oABSTAIN
oFOR oAGAINST oABSTAIN
Please sign and date below and return this proxy immediately in the enclosed envelope, whether or not you plan to attend the annual meeting.
Signature | ||||||
Signature if held jointly | ||||||
Dated: | , |
IMPORTANT: Please date this proxy and sign exactly as your name or names appear. If shares are jointly owned, both owners should sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If signing as a corporation, please sign in full corporate name by President or other authorized officer. If signing as a partnership, please sign in partnership name by authorized person. |