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

SCHEDULE 14A

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

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NOTICE OF 20172018 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 201720, 2018

        Notice is hereby given that the 20172018 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Wednesday, June 14, 201720, 2018 at 2:00 p.m., local time, at The Fifth Floor Conference CenterPeachtree Club, located at 999 Peachtree Street, N.E., 28^th Floor, Atlanta, Georgia 30309. The purposes of the meeting are to:

(1)

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



(2)

Approveapprove the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2017;2018;



(3)

Holdhold an advisory, non-binding vote to approve executive compensation; and



(4)

Hold an advisory, non-binding vote on the frequency of future advisory votes on executive compensation; and



(5)

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

        Shareholders of record as of the close of business on April 13, 201720, 2018 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting.

        We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. By providing our proxy materials over the Internet, we believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. A Notice of Internet Availability of Proxy Materials is being mailed to shareholders beginning on or about May 3, 2017.9, 2018. This 20172018 proxy statement and our 20162017 Annual Report on Form 10-K may be accessed by all shareholders athttp://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.

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

        Your vote is important. Regardless of whether you plan to attend the annual meeting, you are encouraged to vote as soon as possible. You may vote over the Internet, you may vote in person at the annual meeting or,Internet; if you request a paper copy of the proxy materials, you may vote via a toll-free telephone number or by signing, dating and mailing a completed proxy card.card; or in person at the annual meeting. Please review the instructions on each of your voting options described in the Notice of Internet Availability. If your shares are held in an account at a bank or broker, your bank or broker will vote your shares for you if you provide voting instructions. In the absence of instructions, your broker can only vote your shares on limited matters.

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

May 2, 20177, 2018		By Order of the Board of Directors,
		Thomas E. Campbell Executive Vice President—LawPresident-Law and Administration, General Counsel and Secretary

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

PROXY STATEMENT

For 20172018 Annual Meeting of Shareholders
To Be Held on June 14, 201720, 2018

INTRODUCTION

        This proxy statement contains information relating to the 20172018 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Wednesday, June 14, 2017,20, 2018, beginning at 2:00 p.m., local time. The annual meeting will be held at The Fifth Floor Conference CenterPeachtree Club, located at 999 Peachtree Street, N.E., 28^th Floor, Atlanta, Georgia 30309. You may contact our Investor Relations Department at (404) 659-2424 to obtain directions to the site of the annual meeting.

        We have elected to provide access to our proxy materials over the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders instead of a paper copy of our proxy materials. We believe thatBy providing our proxy materials over the Internet, increaseswe believe that we are increasing our shareholders' ability to access the information they need while at the same time reducing the environmental impact of our annual meeting. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy over the Internet. The Notice of Internet Availability also contains instructions for requesting a paper copy of our proxy materials. We will begin mailing the Notice of Internet Availability on or about May 3, 20179, 2018 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. A similar notice will be sent by brokers, banks and other nominees to beneficial owners of shares of which they are the shareholder of record.

        This 20172018 proxy statement and our 20162017 Annual Report on Form 10-K are available athttp://www.edocumentview.com/oxford. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by following the instructions set forth in the Notice of Internet Availability.

INFORMATION ABOUT THE MEETING AND VOTING

Shares Outstanding

        You may vote at our 20172018 annual meeting if you owned shares of our common stock as of the close of business on April 13, 2017,20, 2018, the record date for the annual meeting. As of April 13, 2017,20, 2018, there were 16,860,91316,937,267 shares of our common stock issued and outstanding. You are entitled to one vote for each share of our common stock that you owned on the record date.

Matters to be Considered at the Annual Meeting

        At our 2018 annual meeting, shareholders will consider the following:

•

Proposal No. 1 (Election of Directors):  As further described under the discussion of Proposal No. 1 beginning on page 37, shareholders will vote on the election of the following four individuals unanimously nominated by our Board to serve as Class II directors for a three year term expiring at our 2021 annual meeting of shareholders: Mr. Thomas C. Chubb III; Mr. John R. Holder; Mr. Stephen S. Lanier; and Mr. Clarence H. Smith. Messrs. Chubb, Holder and Smith currently serve on our Board and their current term expires at this year's annual meeting. Mr. Lanier does not currently serve on our Board. After careful consideration of his experience and qualifications, and taking into consideration the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, our Board amended our bylaws in March 2018 to increase the number of individuals serving on our Board

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from nine to 10 and nominated Mr. Lanier for election at this year's annual meeting to fill the vacancy created by the amendment to our bylaws.

•

Proposal No. 2 (Approval of Selection of Independent Registered Public Accounting Firm):  As further described under the discussion of Proposal No. 2 on page 39, shareholders will vote on whether to approve our Board's selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2018.



•

Proposal No. 3 (Advisory Vote to Approve Executive Compensation):  As further described under the discussion of Proposal No. 3 beginning on page 39, shareholders will vote on an advisory, non-binding "say-on-pay" proposal to indicate their support for our executive compensation practices, as described in this proxy statement.



•

Other Matters:  Shareholders would have the opportunity to vote on any other business that properly comes before the annual meeting. Our Board is not aware of any other matter that may be considered at the meeting.

Voting

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

•

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



•

after requesting a printed copy of the proxy materials, by signing and returning a proxy card or voting by telephone; or



•

by attending the annual meeting and voting in person.

        If you are a shareholder of record and you sign and return your proxy card but do not include voting instructions, your proxy will be voted as recommended by our Board or, if no recommendation is given, in the discretion of the proxies designated on the proxy card, to the extent permitted under applicable law.

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        If you are a shareholder of record, your shares will not be voted unless you submit a proxy (which can be accomplished by voting over the Internet, by telephone or by signing and returning a proxy card, as noted above) or attend the annual meeting and vote in person. If you vote over the Internet, please have your Notice of Internet Availability available at the time you submit your voting instructions.

        If, like most of our shareholders, your shares of Oxford common stock are held in an account at a bank or broker, you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The bank or broker holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you may direct your bank or broker on how to vote the shares in your account. Telephone and/or Internet voting may be available to direct your bank or broker on how to vote the shares in your account, but the availability of telephone and/or Internet voting will depend on the voting processes of your bank or broker.that firm. Please follow the directions on your proxy card or voting instruction form carefully. Even if your shares are held in an account at a bank or broker, you are invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a valid proxy card from your bank or broker and, in order to gain admission to the meeting, you should bring the notice or voting instruction form you received from your bank or broker or obtain a valid proxy card from your bank or broker.

Broker Discretionary Voting; Broker Non-Votes

        If you hold shares through an account with a bank or broker, your shares may be voted by the bank or broker even if you do not provide voting instructions. Banks and brokerage firms have the authority, under the rules of the New York Stock Exchange (which we refer to as the "NYSE"), to vote shares in their discretion on certain "routine" matters when their customers do not provide voting instructions. Under the NYSE's rules, only Proposal No. 2 (approval of the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2017)2018) is considered a routine matter.

        The other proposals to be addressed at the annual meeting are considered "non-routine" matters under the NYSE's rules. When a bank or brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to a non-routine matter, the bank or brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." Broker non-votes will be counted as present at the annual meeting for quorum purposes but will not be counted as entitled to vote on the non-routine matter.Therefore, if your shares are held in an account at a bank or broker, it is important that you provide voting instructions to your bank or broker so that your vote on these proposals is counted.

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Changing Your Vote

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

•

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



•

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



•

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



•

if you have requested a printed copy of the proxy materials, voting by telephone; or



•

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

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

Quorum

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

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CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our articles of incorporation, or charter, our Board is toshall consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. There areIn March 2018, our Board amended our bylaws to increase the number of our directors from nine to 10 members. We currently 10have nine members serving on our Board; therefore, there is a vacancy on our Board.

        Our charter provides that the members of our Board are to be divided into three classes. Our Board currently consists of three Class I directors (Messrs. J. Reese Lanier, Dennis M. Love, and Clyde C. Tuggle)Tuggle and E. Jenner Wood III), three Class II directors (Messrs. Thomas C. Chubb III, John R. Holder and Clarence H. Smith) and fourthree Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher and Ms. Virginia A. HepnerHepner). The terms of our Class II directors expire at the 2018 annual meeting, while the terms of our Class III directors and Class I directors expire in 2019 and 2020, respectively.

        Our Board has unanimously nominated each of Mr. Thomas C. Chubb III, Mr. John R. Holder, and Mr. E. Jenner Wood III).

        The termClarence H. Smith, who are currently Class II directors, for Mr. J. Reese Lanier, who has served on our Board since 1974, expiresre-election at the annual meeting. Because Mr. Lanier reached the retirement age of 72 priormeeting, each to the beginning of our current fiscal year, he is no longer eligibleserve for election as a director under our bylaws. Therefore, Mr. Lanier will not seek re-election as a director at the annual meeting. We thank Mr. Lanier for his many years of service to our company.

        Our charter provides that successors to the class of directors whose terms expire at an annual meeting are to be elected for three year terms; however, our charter also contemplates that the number of directorsterm expiring in each class will be as nearly equal in number as possible.2021 and until his respective successor is elected and qualified. In order to rebalance our Board,addition, our Board has unanimously nominated Mr. E. Jenner Wood III, who is our lead director and was most recently re-elected as a Class III director at our 2016 annual meeting, to stand for election as a Class I director nominee at this annual meeting and to vacate his position as a Class III director. Our Board expects that, following the annual meeting, it will amend our bylaws to fix the number of directors at nine members effective immediately following the meeting.

        In addition to nominating Mr. E. Jenner Wood III to standStephen S. Lanier for election at the annual meeting to serve as a Class II director and fill the vacancy on our Board. Mr. Lanier is the son of our former Chairman, Chief Executive Officer and President Mr. J. Hicks Lanier, and most of our directors have known him for several years. Several of our directors, including several of the non-management members of our Board, has alsocollectively recommended that our NC&G Committee consider his nomination to serve as a director. After carefully evaluating the experience, qualifications, attributes, skills and independence of Mr. Stephen Lanier, our NC&G Committee unanimously recommended to our Board that he be nominated Mr. Dennis M. Love and Mr. Clyde C. Tuggle for election as Class I directorsa director at the annual meeting.

        The following table sets forth, as of April 13, 2017,May 1, 2018, certain information concerning our nominees for director and our continuing directors, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director.

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Director Independence

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

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        In March 2017,2018, our NC&G Committee and full Board considered director independence. As part of this consideration, our NC&G Committee and Board broadly considered all relevant facts and circumstances, including the NYSE's corporate governance listing standards and all relevant transactions and relationships between each director (including each director's immediate family members and other affiliates) and our company and our management to determine whether any relationship might impair the director's ability to make independent judgments.

        Based on this review and consistent with the recommendation of our NC&G Committee, our Board affirmatively determined that the following nineeight directors are independent: Helen Ballard; Thomas C. Gallagher; Virginia A. Hepner; John R. Holder; J. Reese Lanier; Dennis M. Love; Clarence H. Smith; Clyde C. Tuggle; and E. Jenner Wood III. Additionally, our Board of Directors has determined that if he is elected at the annual meeting, Mr. Stephen S. Lanier would be independent.

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

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

•

Mr. Thomas C. Gallagher is the non-executive Chairman of Genuine Parts Company, where two of our other directors, Mr. John R. Holder and Mr. E. Jenner Wood III, currently serve as directors; and Mr. Gallagher served on our Board from 1991 until 2007, when he resigned in order to eliminate a director interlock relationship that previously existed; and two of our other directors, Mr. John R. Holder and Mr. E. Jenner Wood III, currently serve as directors of Genuine Parts Company;



•

Mr. Clyde C. Tuggle's employer, The Coca-Cola Company,Stephen S. Lanier is a vendor tothe grandson of one of our founders; he is also the son of Mr. J. Hicks Lanier, our former Chairman, Chief Executive Officer and President, who has not been an employee of our company including providing productssince the end of 2012 and retired from his position as our non-executive Chairman in 2015, more than three years prior to the upcoming 2018 annual meeting. Mr. Stephen Lanier's father continues to receive nominal non-cash benefits from our Tommy Bahama operating group's restaurant divisioncompany in the ordinary courseform of business;office space, shared secretarial services and



•

Mr. E. Jenner Wood III retired parking at our headquarters, as well as discounts on merchandise purchased directly from SunTrust Banks, Inc. in 2016; as described below under "Certain Relationships and Related Transactions," during 2016, our company continued its long-standing banking relationshipconsistent with SunTrust, which includes a syndicated revolving credit facility that we maintain with SunTrust, which was amended and restated in 2016the discounts provided to increase the size of the facility and extend the term.other recent retirees from our Board.

        Our Board determined that these payments and relationships were not material to a determination that the applicable directors were independent. As a result andindividuals are independent, particularly taking into consideration, among other things, the objectivity of Messrs.Mr. Gallagher Tuggle and Wood at previous meetings of our Board our Board determined that each is independent.and the gap in time since Mr. J. Hicks Lanier's retirement.

Corporate Governance Guidelines; Conduct Policies

        Our Board has adopted Corporate Governance Guidelines that set forth certain guidelines for the operation of the Board and its committees. In accordance with its charter, our NC&G Committee periodically reviews and assesses the adequacy of our Corporate Governance Guidelines. As provided under our Corporate Governance Guidelines, our Board annually conducts a self-evaluation. Ourself-evaluation, which our NC&G Committee oversees our Board's self-evaluation process.oversees. Our Board has the authority to engage its own advisors and consultants.

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

Board Meetings and Committees of our Board of Directors

        During fiscal 2016,2017, our Board held sixfour meetings and committees of our Board held a total of six meetings. During fiscal 2016,2017, each of our directors attended at least 75%100% of the aggregate number of meetings of our Board and of all committees of which

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the director was a member during the period he or she was a director or committee member. Although we do not have a formal policy requiring attendance by directors at our annual meetings of shareholders, as stated in our Corporate Governance Guidelines, we encourage directors to attend our annual meetings of shareholders in person. In order to help facilitate attendance by our directors, we generally schedule our annual meetings of shareholders to coincide with the date of a quarterly meeting of our Board. NineAll of our directors attended our 2016 Annual Meeting of Shareholders.

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        Our Board has a standing Executive Committee, Audit Committee and NC&G Committee. The following table identifies the members of each of these committees as of April 13, 2017May 1, 2018 and the number of official meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2016.2017.

Executive Committee

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

Audit Committee

        Our Audit Committee was established in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the "SEC") to assist our Board in fulfilling its responsibilities with respect to oversight of the following: (1) the integrity of our financial statements, reporting processes and systems of internal controls; (2) our compliance with applicable laws and regulations; (3) the qualifications and independence of our independent registered public accounting firm; and (4) the performance of our internal audit department and our independent registered public accounting firm.

        The principal duties and responsibilities of our Audit Committee are set forth in its charter. Pursuant to its charter, our Audit Committee has full access to our books, records, facilities and personnel, as well as the express authority to retain, at our company's expense, any outside legal, accounting or other advisors that it deems necessary or helpful to the performance of its responsibilities. Pursuant to its charter, our Audit Committee is also charged with reviewing our guidelines and policies with respect to risk assessment and risk management. In addition,management, including our Audit Committeecompany's major financial risk exposures and the steps taken by our management to monitor and control those risks, and may exercise additional authority prescribed from time to time by our Board.

        Our Board annually evaluates the financial expertise and independence of the members of our Audit Committee. Following its review in March 2017,2018, our Board determined that Mr. Holder and Mr. Love are "audit committee financial experts," as that term is defined by SEC rules and regulations, and that all of the members of our Audit Committee are financially literate in accordance with the NYSE's governance listing standards and SEC rules and regulations.

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

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

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

        Following its review in March 2017,2018, our Board determined that all of the members of our NC&G Committee are independent and meet the enhanced independence standards applicable to compensation committee members under the NYSE's corporate governance listing standards and SEC rules and regulations. For information about the role of executive officers and compensation consultants in determining compensation, see "Executive Compensation—Compensation Discussion and Analysis" below.

Meetings of Non-Employee Directors

        Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately in executive sessions. Mr. Wood, as our lead director, chaired the meetings of our non-employee directors during fiscal 2016.2017.

Board Leadership

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

        Our Board is currently comprised of nineeight independent directors and one management director (our current Chairman, Chief Executive Officer and President, Mr. Chubb). When firstIn electing Mr. Chubb as our Chairman, in June 2015, our Board considered Mr. Chubb's leadership qualities,qualities; management capability,capability; knowledge of theour business and industry, theindustry; long-term, strategic perspective he has demonstrated over the course of many years, hisyears; and performance as our Chief Executive Officer and President and his demonstrated focus on growing long-term shareholder value.President.

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

        We also have a supermajority of independent directors, regular meetings of our non-employee directors in executive session and an Audit Committee and NC&G Committee (each of which reports to our full Board on a quarterly basis on significant committee activities) comprised solely of independent directors. Our Board believes the current leadership structure comprised of an executive chair and CEO, balanced with a strong lead director tasked with significant specified duties, is in the best interests of our company and shareholders.

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Board's Role in Risk Oversight

        Our Board is ultimately charged with overseeing our business, including risks to our business, on behalf of our shareholders. In order to fulfill this responsibility, our Audit Committee, pursuant to its charter, reviews our policies with respect to our company's risk assessment and risk management. AtWith our Audit Committee's direction and with its oversight, we conduct an enterprise risk management, or "ERM," program on an ongoing basis. At each quarterly meeting of our Audit Committee, a significant portion of time is devoted to a management report to the committee on the status of the ERM program and/or particular risks faced by our company.company, including risks relating to cybersecurity and data privacy. Our Audit Committee actively engages management on potential strategies for reducing, eliminating or mitigating the risks to our organization. Our Audit Committee regularly reports to our Board on our ERM program, and our management at least annually provides our Board with a full report on our ERM program.

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In addition to our ERM program, our Board examines specific business risks in its regular reviews of our operating groups and also on a company-wide basis as part of its regular strategic reviews.

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

Website Information

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

Director Nomination Process

        In accordance with our Corporate Governance Guidelines, our NC&G Committee periodically reviews the skills and characteristics required of our directors in the context of the make-up of our Board. This assessment includes issues such as independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment and other criteria that our NC&G Committee finds to be relevant. We believe continuity in director service promotes stability and provides our company with the benefit of accumulated familiarity and insight. Accordingly, our NC&G Committee's process for identifying nominees reflects our company's practice of re-nominating incumbent directors whom the committee believes will continue to beneficially contribute to our Board.

        ConsistentAlthough our Board does not follow any ratio or formula to determine the appropriate mix of directors, consistent with our Corporate Governance Guidelines, our NC&G Committee recognizes that a diversity of viewpoints and practical experiences can enhance our Board's effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating the diversity of potential director candidates to give particular consideration to the diverse experiences and perspectives that a prospective candidate may bring to our Board. In order to accomplish its objectives, our NC&G Committee's evaluations of potential candidates generally involve a review of the candidate's background and credentials, interviews of a candidate by members of our Board and discussions among our directors. Based on its evaluation in light of the foregoing factors, our NC&G Committee recommends candidates to our full Board which, in turn, selects candidates to be nominated for election by the shareholders or to be elected by our Board to fill a vacancy.

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Director Compensation

Compensation Program for Fiscal 20162017

        DuringFor fiscal 2016,2017, our non-employee directors received compensationwere compensated in accordance with the following program guidelines:

•

an annual stock retainer in the form of restricted stock (subject to a vesting period generally coinciding with one year of service on our Board) granted to each non-employee director with a grant date fair value of $60,000;$65,000 (an increase of $5,000 from the 2016 program);



•

an annual cash retainer of $30,000$35,000 payable in quarterly installments to each non-employee director;director (an increase of $5,000 from the 2016 program);



•

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



•

an annual cash retainer of $5,000 payable in quarterly installments to each member, including the chairs, of our Audit Committee and of our NC&G Committee.

        In addition, prior to June 2017, we paid our non-employee directors a $1,250 meeting attendance fee of $1,250 for each committeeBoard or Boardcommittee meeting attended.

        To further encourage our directors to enhance their ownership of our stock, our non-employee directors are given the option to elect to receive their annual cash retainers in the form of a one-time restricted stock grant having a grant date fair value equal to the retainer. For fiscal 2016,2017, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock.

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

        Under our Deferred Compensation Plan, our non-employee directors are eligible to defer receipt of up to 100% of their cash retainers and/or board and committee meeting fees.retainers. Non-employee directors are permitted to "invest" their deferred fees among a platform of investment options that are available to our eligible employees who participate in the plan. Our Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating directors with the long-term interests of our shareholders. Because our Deferred Compensation Plan does not provide above-market, fixed rates of return, earnings under the plan are not included in the table below under "—Director Compensation for Fiscal 2017." Three of our non-employee directors participated in our Deferred Compensation Plan during fiscal 2016.2017.

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

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Director Compensation for Fiscal 20162017

        The table below summarizes the compensation for our non-employee directors for fiscal 2016.2017.

Stock Ownership and Retention Guidelines

        To reinforce the alignment of the interests of our directors with the long-term interests of our shareholders, our Board has established stock ownership guidelines applicable to our non-employee directors. Under these guidelines, each of our non-employee directors is expected to accumulate and hold shares of our common stock having a fair market value equal to 2.0x the director's annual retainer. Our non-employee directors have four years from their appointment to meet their ownership guideline requirement. Each of our non-employee directors has met or is on track to meet, his/her ownership guideline.

In addition, if elected as a director at the annual meeting, our new director nominee, Mr. Stephen S. Lanier, beneficially owns shares of our common stock which would more than meet his ownership guideline.

        Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our non-employee directors.

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EXECUTIVE OFFICERS

        All of our executive officers are elected by and serve at the discretion of our Board. The following table sets forth information about our executive officers as of April 13, 2017:May 1, 2018:

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EXECUTIVE COMPENSATION

Introduction

        In this section of the proxy statement, we provide information about our executive compensation program specifically as it relates to our "named executive officers," or NEOs. This information includes: (1) a Compensation Discussion and Analysis discussing, among other things, how and why our NC&G Committee (which we refer to in this section of the proxy statement as our "compensation committee") made its fiscal 20162017 compensation decisions for our NEOs; (2) the compensation tables required by the SEC's rules and regulations; and (3) a summary of certain limited arrangements with our NEOs that provide for payments upon defined change of control events or upon termination of employment.

        Under the SEC's rules, our NEOs for purposes of this proxy statement consist of our principal executive officer, principal financial officer and three other most highly compensated executive officers who were serving at the end of fiscal 2017. For fiscal 2016,2017, our NEOs were as follows:

•

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



•

Mr. Thomas E. Campbell, Executive Vice President-Law and Administration, General Counsel and Secretary;



•

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



•

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



•

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

        Because Ms. Kelly and Mr. Wood first became NEOs in fiscal 2016, in accordance with SEC rules and regulations, we have not included compensation information for them for fiscal 2014 and fiscal 2015.

Compensation Discussion and Analysis

Executive Summary

        We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands, other owned brands and licensed brands as well as private label apparel products. During fiscal 2016,2017, 92% of our net sales were from products bearing brands that we own and 66% of our net sales were through our direct to consumerdirect-to-consumer channels of distribution. In fiscal 2016, 96%2017, 97% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama productsproduct sales in Canada and the Asia-Pacific region.

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

        Overall, we believe that fiscal 20162017 was a relatively challengingsuccessful year for various aspectsin terms of both our company, affected byfinancial performance and our achievement of operational objectives. Despite the challenges in the retail landscape and our response to this environment, which included scaling back on our brand exposure to the department store channels of distribution, we were able to deliver a retail climate that saw significant declines in consumer traffic in traditional brick-and-mortar retail locations. Wesolid return to our shareholders, and we believe that the compensation paid to our NEOs in respect of fiscal 2016 properly gave effect2017 was directly tied to the results of our operations. Highlights from our fiscal 2016 performance include:financial successes. Notably:

•

we were able to drive a 6% increase in our consolidated net sales rose 5% to $1.023$1.086 billion from $969.3 million infor fiscal 2015, driven in part by2017, with increased sales at each of our acquisition of Southern Tide and a net sales increase of 14% in our Lilly Pulitzer operating group;groups;



•

our earnings per share, or EPS, forduring the year, was $3.27 comparedwe continued to $3.54focus on enhancing our already strong ecommerce and mobile capabilities, realizing over $200 million in fiscal 2016, withrevenue from our fiscal 2016 results being impacted by $0.27 per share of charges incurred byenterprise-wide ecommerce business during the Tommy Bahama operating group in the fourth quarter relating to inventory markdowns, outlet store closures and staff reductions;year;



•

we made tremendous progress on our fiscal 2017 initiatives to improve the profitability of Tommy Bahama's net sales remained steady, at $658.9 million in fiscal 2016 compared to $658.4 million in fiscal 2015, reflecting a comparable store sales decrease of 3% forBahama during the year, while itswhich generated 100+ basis point expansion in both gross margins and operating income dropped $21.9 million to $44.1 million in fiscal 2016;margins during the year; drove

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5% comparable store sales, which resulted in part from new marketing initiatives; and was able to grow its women's direct-to-consumer business and improve its inventory clearance strategies;

•

Lilly Pulitzer experienced another solidcontinued to be an industry exemplar, with nearly $250 million in net sales and operating margins in the high-teens for fiscal 2017;



•

our earnings per share from continuing operations, or EPS, for the year with sales of $233.3 millionwas $3.87 compared to $3.27 in fiscal 2016, and a 22% increase inwhich reflected significantly improved operating income at Tommy Bahama, as well as the net positive impact of the December 2017 changes to $44.1 million for the year;U.S. tax laws partially offset by the impact of LIFO accounting; and



•

strategically, we consummated our acquisition of Southern Tide in April 2016, adding a high quality lifestyle brand offering an extensive collection of men's, women's and youth apparel products to our portfolio; refinanced our $325 million syndicated revolving credit facility, providing us greater liquidity to executemost importantly, based on our business strategy; modified some$79.20 per share stock price at the end of fiscal 2017, we delivered a 3-year and 5-year cumulative total shareholder return of 49% and 72%, respectively, demonstrating our initiatives in our Lanier Apparel operating group to allow it to take advantage of its platform capabilities; invested in our ITfocus on enhancing and distribution infrastructure to further capitalize on opportunities in today's digital and omni-channel market environment; and undertook key initiatives at Tommy Bahama to improve its operating performance, including revamping its outlet and clearance strategy.

        Our focus remains on delivering long-term shareholder value, and we believe that each of our key lifestyle brands has competitive advantages that will enable it to thrive in the new retailing paradigm and contribute to meaningful growth in our business.

Consideration of Last Year's Advisory Shareholder Vote on NEO CompensationSay-On-Pay Votes

        At our 20162017 annual meeting, we held an advisory vote seeking shareholder approval of a "say-on-pay" proposal approving our NEO compensation program. At the 20162017 annual meeting, approximately 95%over 99.5% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 20162017 proxy statement. Recognizing the shareholder support on last year's say-on-pay proposal, our compensation committee has continued to apply the same principles and general compensation programs for fiscal 2016. However, ourOur compensation committee regularly evaluates market compensation practices, taking into consideration information relating to compensation paid by peers, and implements changes as it deems appropriate. Recognizing the strong shareholder support on last year's say-on-pay proposal, our compensation committee has continued to apply the same principles and general compensation programs.

        In addition, at our 2017 annual meeting, we held an advisory vote seeking shareholder input on the frequency with which we hold a vote on a say-on-pay proposal to consider our NEO compensation program. Consistent with our Board's recommendation, over 80% of our shareholders expressed a preference that we hold a vote on the say-on-pay proposal annually. Accordingly, our Board has decided to hold the advisory say-on-pay vote on executive compensation annually, until circumstances dictate otherwise.

Compensation Philosophy and Objectives

        Our executive compensation programs are designed to:

•

maintain a strong link between pay and performance;



•

align our executive officers' interests with those of our shareholders; and



•

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

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

•

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



•

we do not have employment agreements with our NEOs;



•

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



•

our equity compensation awards are subject to a "double trigger" acceleration of vesting;



•

we maintain a stand-alone recoupment or "clawback" policy with respect to incentive-based cash and equity compensation for our executive officers;NEOs;



•

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



•

repricing of stock options is prohibited under our Long-Term Stock Incentive Plan (which we refer to as the "LTIP") absent shareholder approval;



•

we maintain stock ownership guidelines for our executive officers;NEOs;

award target amounts payable to any individual executive officer,NEO, our compensation committee takes into consideration a number of factors, such as the specific individual's duration with our company and in a specific role, prior performance and accomplishment of significant business strategies, the size of an operating group or business unit, the oversight and other responsibilities of the individual, the individual's prior employment experience, the individual's compensation history at our company, other factors related to the scope or unique nature of the incumbent's job responsibilities, retention considerations and geographic distinctions. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 20162017 was approximately 92%94% of the market median studied by the committee, which took into consideration Mr. Chubb's election as our Chief Executive Officer at the beginning of 2013.committee.

        In approving the amount of long-term equity compensation granted to our executive officers,NEOs, our compensation committee reviews market data to understand trends and general compensation practices (for example, typical vesting periods, types and values of equity grants and/or the mix of cash and equity compensation). In approving our fiscal 2016

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2017 equity compensation program, which is described under"—Long-Term Equity Incentive Compensation," our compensation committee also took into consideration market survey data on equity compensation ranges and recommendations made by the compensation consultant engaged by our compensation committee.

        Compensation Mix.    Our compensation committee reviews all components of the compensation payable to our executive officers,NEOs, including base salaries, cash incentive awards and long-term equity compensation. Our compensation committee generally increases target incentive award levels for an executive officerNEO as such officer's responsibilities within our organization increase, thereby more heavily weighting the variable elements of compensation for our most senior executive officersexecutives who are more likely to have a strong and direct impact in achieving strategic and financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by tying pay to performance and subjecting a meaningful proportion of our NEOs' total compensation to the achievement of company and/or operating group performance that benefits our company and shareholders. In approving the total target compensation of our NEOs, however, our compensation committee does not expressly allocate a specified percentage of total compensation to base salary, short-term incentive compensation and/or long-term equity compensation.

        We have four different elements of direct compensation for our NEOs, which are described below: base salary; short-term (cash) incentive compensation; performance-based long-term equity awards with additional service requirements; and service-based long-term equity awards. As illustrated below, a significant portion of our NEOs' total target direct compensation for fiscal 20162017 was performance based.based and/or further aligned the interests of our NEOs with those of our shareholders*:

CEO		Other NEOs

---

*

Numbers may not equal 100% due to rounding. The depiction for "Other NEOs" excludes a special, one-time service-based grant of restricted shares under the LTIP to Ms. Kelly with a four year service period prior to vesting.

Base Salary

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

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Base Salaries for Fiscal 20162017

        Chief Executive Officer's Review.    In March 2016,2017, our compensation committee evaluated Mr. Chubb's performance during fiscal 2015.performance. As part of its review, our compensation committee considered theMr. Chubb's and our company's performance and achievements during fiscal 2015,2016, including in particular:

•

the successful dispositiontransition of executive management at our former Ben Shermantwo largest operating group;groups, with the promotions of Mr. Douglas B. Wood and Ms. Michelle Kelly to Chief Executive Officer, Tommy Bahama and Chief Executive Officer, Lilly Pulitzer, respectively, early in fiscal 2016;



•

the implementationsuccessful addition of executive succession plans atanother strong lifestyle brand, Southern Tide, to our key Tommy Bahama and Lilly Pulitzer operating groups in anticipation of executives of those operating groups retiring, with Mr. Douglas B. Wood being promoted to Chief Executive Officer, Tommy Bahama at the beginning ofportfolio during fiscal 2016, as well as the comprehensive integration of Southern Tide's business into our shared services and Ms. Michelle M. Kelly being first promoted to President, Lilly Pulitzercorporate functions during fiscal 2015 and subsequently being promoted to Chief Executive Officer, Lilly Pulitzer following the conclusion of the year;



•

increased top-the initiation and bottom-lineearly execution of strategic initiatives to improve the operating performance for at Tommy Bahama;



•

the company on a consolidated basis, despite an overwhelmingly challenging consumer retail environment;continued financial excellence at Lilly Pulitzer, which generated 14% year-over-year growth in net sales to $233 million with $52 million of operating income;



•

the progress at Lanier Apparel of identifying opportunities to align its operational competencies with sales and marketing opportunities that can drive long-term profitable growth, including its re-positioning and re-launch of our Oxford line of men's sportswear; and



•

execution and/or progressoverall mixed results for the year in light of the challenging retail marketplace, with respect to several other strategic initiativesour EPS for the year falling below our organization.initial goals.

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Base Salaries for our NEOs

        Following a review of relevant market data with respect to each of our NEOs, individual performance and contributions to our company and the financial performance of our company and various business units (including, in particular with respect to Ms. Kelly, her efforts and the significant contributions from Lilly Pulitzer's fiscal 2016 performance), our compensation committee approved the following merit-based increases in base salary (which became effective following the committee's meeting in March 2016)2017):

		Base Salary
								Percentage Change
Name		Fiscal 2016			Fiscal 2015
Thomas C. Chubb III		$	830,000		$	800,000		​	3.8	%
Thomas E. Campbell		$	400,000		$	385,000			3.9	%
K. Scott Grassmyer		$	400,000		$	385,000		​	3.9	%
Michelle M. Kelly		$	500,000		$	465,000			7.5	%
Douglas B. Wood(1)		$	700,000		$	660,000		​	6.1	%

---

(1)

Mr. Wood's base salary was increased on January 31, 2016, in connection with his promotion to Chief Executive Officer, Tommy Bahama.

		Base Salary
								Percentage Change
Name		Fiscal 2017			Fiscal 2016
Thomas C. Chubb III		$	855,000		$	830,000		​	3.0	%
Thomas E. Campbell		$	412,000		$	400,000			3.0	%
K. Scott Grassmyer		$	412,000		$	400,000		​	3.0	%
Michelle M. Kelly		$	530,000		$	500,000			6.0	%
Douglas B. Wood		$	721,000		$	700,000		​	3.0	%

Short-Term Incentive Compensation

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

        For fiscal 2016,2017, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 20162017 program was generally similar in structure and operation to the program utilized in recent years.

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        Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2016,2017, as follows:

		Cash Incentive Awards (% of Base Salary)
Name		At Threshold			At Target			At Maximum
Thomas C. Chubb III		​	25	%	​	100	%	​	175	%
Thomas E. Campbell			12.5	%		50	%		87.5	%
K. Scott Grassmyer		​	12.5	%	​	50	%	​	87.5	%
Michelle M. Kelly			15	%		60	%		105	%
Douglas B. Wood		​	15	%	​	60	%	​	105	%

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

        For cash incentive awards that could become payable to Ms. Kelly, the incentive award was based entirely on our Lilly Pulitzer operating group's satisfaction of applicable PBT targets. For cash incentive awards that could become payable to Mr. Wood, the incentive award was based entirely on our Tommy Bahama operating group's satisfaction of applicable PBT targets.

        For each of our NEOs, no cash incentive would be payable under the EPIP unless the applicable threshold performance measure for the applicable operating group and/or our company was satisfied.

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        In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2016,2017, our compensation committee took into consideration our forecasts for the fiscal year and anticipated changes in our business(es) from the prior year.

•

For purposes of the cash incentive award for Mr. Chubb, Mr. Campbell and Mr. Grassmyer, the table below sets forth the threshold, target and maximum performance targets established by our compensation committee for each of our operating groups and our company as a whole; the actual performance of each of our operating groups and our company as a whole during fiscal 2016;2017; the applicable weighting allocated to each of our operating groups and our company as a whole; and the weighted contribution to the actual incentive award earned by each of these executive officers.



•

For purposes of the cash incentive awards to Ms. Kelly and Mr. Wood, the table below includes the threshold, target and maximum performance targets established by our compensation committee for our Lilly Pulitzer operating group and our Tommy Bahama operating group, respectively, and the actual performance of each of those operating groups during fiscal 2016.2017.

																	Weighting for Corporate Composite Bonus			Weighted Contribution to Actual Corporate Composite Bonus Earned*
		Performance Target												Actual Achievement as a Percent of Target
											Actual Performance
Performance Measure(s) ($ in 000s)		Threshold			Target			Maximum
PBT of total company		$	51,646		$	60,760		$	69,874		$	61,599		​	106.9	%	​	50.0	%	​	53.5	%
PBT of Tommy Bahama		$	22,918		$	26,962		$	31,006			>Maximum			175	%		25.0	%		43.8	%
PBT of Lilly Pulitzer		$	40,083		$	47,156		$	54,229		$	41,461		​	39.6	%	​	20.0	%	​	7.9	%
PBT of Lanier Apparel		$	3,077		$	4,593		$	6,109		$	4,368			88.9	%		2.5	%		2.2	%
PBT of Southern Tide		$	2,805		$	3,506		$	4,207		​	<Threshold		​	0.0	%	​	2.5	%	​	0.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
																		100.0	%		107.3	%

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																	Weighting for Corporate Composite Bonus			Weighted Contribution to Actual Corporate Composite Bonus Earned
		Performance Target												Actual Achievement as a Percent of Target
											Actual Performance
Performance Measure(s) ($ in 000s)		Threshold			Target			Maximum
PBT of total company		$	56,431		$	66,389		$	76,347		$	58,313		​	39.2	%	​	50.0	%	​	19.6	%
PBT of Tommy Bahama		$	33,665		$	39,606		$	45,547			<Threshold			0	%		28.0	%		0	%
PBT of Lilly Pulitzer		$	35,991		$	42,342		$	48,693		$	45,441		​	136.6	%	​	16.0	%	​	21.9	%
PBT of Lanier Apparel		$	4,608		$	6,878		$	9,148		$	4,886			34.2	%		6.0	%		2.1	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		​	​		​	​		​	100.0	%	​	43.5	%

*

The sum of the component contributions may not equal the total due to rounding.

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        The target PBT for each group and for our total company took into consideration our forecasts for fiscal 2016, as well as anticipated disruptions in2017, while focusing our industryoperating groups on achieving growth within their respective businesses. In particular, the target PBT measure for each of our operating groups and business, but emphasizing for our executive managementtotal company for fiscal 2017 were set between 3% and 12% higher than the necessity to achieve and/or exceed our own plans in order to receive a target level incentive award.actual PBT performance during fiscal 2016.

        Based on our fiscal 20162017 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2016:2017:

Name		Bonus Award at Target ($)			Bonus Award Earned (as % of Target)			Bonus Award Earned ($)				Bonus Award at Target ($)			Bonus Award Earned (as % of Target)			Bonus Award Earned ($)
Thomas C. Chubb III		$	830,000		​	43.5	%	$	361,050			$	855,000		​	107.3	%	$	917,415
Thomas E. Campbell		$	200,000			43.5	%	$	87,000			$	206,000			107.3	%	$	221,038
K. Scott Grassmyer		$	200,000		​	43.5	%	$	87,000			$	206,000		​	107.3	%	$	221,038
Michelle M. Kelly		$	300,000			136.6	%	$	409,800			$	318,000			39.6	%	$	125,928
Douglas B. Wood		$	420,000		​	0.0	%	$	0			$	432,600		​	175	%	$	757,050

        Although our compensation committee retains "downward discretion" to reduce (but not to increase) the total cash incentive awards payable to any of our NEOs, it did not exercise its discretion in respect of fiscal 2016.

Long-Term Equity Incentive Compensation

        Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. In March 2016,2017, our compensation committee approved the equity compensation program for fiscal 2016.2017.

        For fiscal 2016,2017, the program included two equity elements:

•

performance-based restricted stock awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievement of certain earnings per share performance goals for our company during fiscal 2016,2017, with any restricted shares earned by recipients further subject to a two year vesting period, with the shares subject to cliff vesting on April 15, 2019;9, 2020; and



•

service-based restricted shares under the LTIP that are subject to a three year vesting period, with the awards cliff vesting on April 15, 2019.9, 2020.

Table        In addition to the annual LTIP awards, to provide a meaningful retention incentive and further align her interests with those of Contentsour shareholders, our compensation committee granted a special, one-time service-based grant of restricted shares to Ms. Kelly, with the award cliff vesting on April 9, 2021.

        Our compensation committee believes that a mix of performance-based and service-based equity awards is in line with market data and furthers the program's incentive and retention objectives. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 20162017 LTIP program.

		Performance-Based Restricted Shares (# of shares)
											Service-Based Restricted Shares (# of shares)
Name		At Threshold			At Target			At Maximum
Thomas C. Chubb III		​	2,993		​	11,970		​	23,940		​	5,130
Thomas E. Campbell			875			3,500			7,000			1,500
K. Scott Grassmyer		​	875		​	3,500		​	7,000		​	1,500
Michelle M. Kelly			1,138			4,550			9,100			8,450	(1)
Douglas B. Wood		​	1,138		​	4,550		​	9,100		​	1,950

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		Performance-Based Restricted Shares (# of shares)
											Service-Based Restricted Shares (# of shares)
Name		At Threshold			At Target			At Maximum
Thomas C. Chubb III		​	2,100		​	8,400		​	14,700		​	3,600
Thomas E. Campbell			639			2,555			4,472			1,095
K. Scott Grassmyer		​	639		​	2,555		​	4,472		​	1,095
Michelle M. Kelly			740			2,959			5,179			1,268
Douglas B. Wood		​	1,138		​	4,550		​	7,963		​	1,950

(1)

Service-based restricted share awards to Ms. Kelly consist of a grant of 1,950 restricted shares which are subject to cliff vesting on April 9, 2020 and a grant of 6,500 restricted shares which are subject to cliff vesting on April 9, 2021.

        The 20162017 earnings per share performance goals established by the compensation committee for the performance-based restricted stock awards were as follows: threshold—$3.27;3.09; target—$3.85;3.64; and maximum—$4.43.4.19. Our actual fiscal 20162017 earnings per share, as defined under the program, was $3.60.$3.78. The earnings per share for our performance-based restricted stock awards utilizes a performance target definition established by the compensation committee at the beginning of fiscal 20162017 and, as a result, differs from the adjusted earnings per share that we subsequently reportedreport in our earnings releases.

        As a result of our performance, 68%125.5% of the target performance-based restricted shares for fiscal 20162017 were earned. From the actual grant of earned restricted shares in March 20172018 through the applicable vesting date, our NEOs receive

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dividends on these restricted shares and are entitled to voting rights. The fiscal 20162017 equity awards would generally be forfeited if the recipient is not continuously employed by us through April 15, 2019.the applicable vesting date. Accelerated vesting of the award is limited to a "double trigger" scenario (i.e., a change of control of our company and a termination of employment by the individual with good reason or by us or our acquiror without cause). In addition, amounts received or that may be received under the fiscal 20162017 equity compensation program in respect of performance-based awards are subject to a clawback provision in the event of certain material restatements of our financial statements.

Other Benefit Plans and Perquisites

        Retirement Savings Plan.    During fiscal 2016,2017, we provided retirement benefits to our eligible employees, including our NEOs, under the terms of our tax-qualified retirement savings plan (which we also refer to as our "401(k) plan"). Our 401(k) plan is intended to promote retirement savings by providing employees with an opportunity to save in a tax-efficient manner. During calendar year 2016,2017, we made matching contributions to participants who had achieved a minimum of one year of service under the plan of (1) 100% of the first 3% of the participant's compensation that is deferred and (2) 50% of the next 2% of the participant's compensation that was deferred.

        Our company contributions under the 401(k) plan are subject to limitations prescribed by the Internal Revenue Code. Our company contributions to the 401(k) plan vest immediately. Our NEOs are permitted to make contributions to the plan solely from pre-tax compensation and participate in our 401(k) plan on the same terms as other "highly compensated employees" (determined under applicable Internal Revenue Service guidelines) of our company. During fiscal 2016,2017, all of our NEOs participated in our 401(k) plan. Company contributions for each NEO during fiscal 20162017 under our 401(k) plan are included in the table below under "—"—Compensation Tables—Summary Compensation Table for Fiscal 2016.2017."

        Non-Qualified Deferred Compensation Plan.    We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the "Deferred Compensation Plan," to certain highly compensated employees based in the United States, including our NEOs (other than Ms. Kelly, who is an employee of our Lilly Pulitzer operating group, which does not currently participate in our Deferred Compensation Plan). Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2016,2017, Messrs. Chubb, Campbell, Grassmyer and Wood participated in the Deferred Compensation Plan.

        All deferral elections are irrevocable except in the case of a hardship. In respect of calendar year 2016,2017, we made a contribution to each participant's account of (1) 4% of the amount that a participant's compensation during the calendar year exceeded the 401(k) compensation limit for the calendar year (which for calendar year 20162017 was $265,000)$270,000), and (2) 4% of any compensation that is excluded from receiving a company match in the 401(k) plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year in the Deferred Compensation Plan. Company contributions for each NEO during fiscal

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2016 2017 under our Deferred Compensation Plan are included in the table below under "—"—Compensation Tables—Summary Compensation Table for Fiscal 2016.2017."

        The Deferred Compensation Plan is intended to offer our highly compensated employees, including our eligible NEOs, a tax-efficient method for accumulating retirement savings, as well as to provide an opportunity for our executives to accumulate savings in a tax-efficient manner for significant expenses while continuing in service. The Deferred Compensation Plan constitutes an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the Deferred Compensation Plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating NEOs with the long-term interests of our shareholders.

        Because none of our NEOs receivedDeferred Compensation Plan does not provide above-market, fixed rates of return, under the Deferred Compensation Plan, earnings under the plan are not included in the table below under "—"—Compensation Tables—Summary Compensation Table for Fiscal 2016.2017." Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 20162017 are described below under "—"—Compensation Tables—Fiscal 20162017 Non-Qualified Deferred Compensation."

        Executive Medical Insurance Plan.    During calendar year 2016,2017, certain of our key employees, based in the United States, including Messrs. Chubb, Campbell and Grassmyer, were eligible to participate in a fully insured executive medical plan that covers medical expenses, including deductibles, as well as dental, vision and similar coverage, not covered under a base medical plan. The plan provides for coverage of up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive officer'sexecutive's beneficiary the lump sum

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amount in the event of death as a result of a covered accident. Our Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Ms. Kelly and Mr. Wood were not eligible to participate in this plan.

        Premiums and administration fees paid by us for each participating NEO during fiscal 20162017 under the executive medical insurance plan are included in the table below under"—Compensation Tables—Summary Compensation Table for Fiscal 2016.2017."

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

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

Written Arrangements

        Subject to the effect of local labor laws, all of our employees are terminable at our discretion. We do not currently have a written employment agreement with any of our NEOs.

Clawback Policy

        We maintain a recoupment or "clawback" policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover incentive-based cash and equity compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we announce that we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.

        Under the policy, the amount to be recovered will be determined by the compensation committee taking into account such considerations as it deems appropriate, including the overpayment relative to the incentive based-compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our incentive compensation or bonus plans, including but not limited to the LTIP and the EPIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy.

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

        Our Board has established stock ownership guidelines for our executive officers, including the NEOs. The ownership guidelines specify a target number of shares of our common stock that our executive officers are expected to accumulate and hold within five years of appointment to the applicable position. Pursuant to these guidelines, each of our executive officers is expected to own or acquire shares of our common stock having a fair market value of a multiple of his or her base salary as follows: Chief Executive Officer—4.0x; President—2.5x; Executive Vice Presidents—2.0x; and All Other Executive Officers—1.5x. Each of our NEOs has satisfied the applicable stock ownership guideline.

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

        Pursuant to our Corporate Governance Guidelines and our insider trading policy, our directors and executive officers, including our NEOs, are prohibited from hedging the economic risk of ownership of our company's stock, including through the use of puts, calls, equity swaps or other derivative securities or from entering into any pledge arrangements that use our company's stock as collateral for a loan or other purposes.

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Tax Deductibility Considerations

        It is the responsibility of our compensation committee to address the issues raised by Section 162(m) of the Internal Revenue Code. Section 162(m)Code generally prohibits us from deductingdenies a tax deduction to publicly-traded companies for annual compensation exceeding $1 million paid to a company's named executive officers. Prior to the compensationDecember 2017 enactment of certain NEOs that exceeds $1,000,000 during any year. Thethe Tax Cuts and Jobs Act, this limitation doesdid not apply to compensation paid based on achievement of pre-established performance goals if certain requirements are met.were met or to compensation paid to the chief financial officer. Our cash incentive awards under the EPIP for fiscal 2017 and LTIP are structured to permit certainprior years, and the performance-based restricted stock awards granted in fiscal 2017 and prior years, were intended to qualify as performance-based compensation to maximize thequalify for a tax deductibility of such awards.deduction. Our compensation committee, as it deems appropriate, uses and intendshowever, expressly reserved the discretion to useaward compensation that is not exempt from the deduction limits of Section 162(m).

        Effective for taxable years beginning after December 31, 2017, the Section 162(m) deduction limit for performance-based compensation to limitand the amountexclusion of the chief financial officer from the limit's exceptions have been repealed. As a result, compensation paid by us that wouldto our NEOs in fiscal 2018 and in future years in excess of $1 million will not be eligibledeductible unless it qualifies for deductibility. However,transition relief that applies to certain arrangements in place as of November 2, 2017. Our compensation committee has taken steps that it deemed appropriate to preserve the deductibility of certain awards granted prior to the enactment of the Tax Cuts and Jobs Act.

        Despite our compensation committee's efforts to structure our fiscal 2017 and prior year performance-based awards to be fully tax-deductible, including actions taken by our compensation committee believesin response to the Tax Cuts and Jobs Act, there can be no assurance that we mustany awards which are realized by our NEOs after November 2, 2017 will be ablefully deductible because of ambiguities and uncertainties as to attract, retainthe application and rewardinterpretation of the executive leadership necessary to develop and execute our strategic plans and thattransition relief under the loss of a taxlegislation repealing Section 162(m)'s exemption from the deduction may be necessary and appropriate in some circumstances. Accordingly, ourlimit.

        Our compensation committee may exercise itswill continue to retain the discretion to award compensation in excess of the Section 162(m) limits as it deemsmay be deemed necessary or appropriate.appropriate to achieve its compensation objectives.

Compensation Tables

Summary Compensation Table for Fiscal 20162017

        The table below shows the compensation for each of our NEOs for the applicable fiscal years:

Name and Principal Position		Fiscal Year			Salary ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)(3)			Total ($)				Fiscal Year			Salary ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)(3)			Total ($)(4)
Thomas C. Chubb III		​	2016		​	825,385		​	912,600		​	361,050		​	126,698		​	2,225,733			​	2017		​	851,154		​	957,600		​	917,415		​	112,401		​	2,838,570
Chairman, Chief Executive		​	2015		​	796,154		​	605,061		​	883,200		​	86,978		​	2,371,393			​	2016		​	825,385		​	912,600		​	361,050		​	126,698		​	2,225,733
Officer and President		​	2014		​	767,308		​	1,067,430		​	614,575		​	52,232		​	2,501,544			​	2015		​	796,154		​	605,061		​	883,200		​	86,978		​	2,371,393
Thomas E. Campbell			2016			397,692			277,583			87,000			65,180			827,456				2017			410,154			280,000			221,038			61,830			973,022
Executive Vice President-Law and			2015			381,154			213,379			212,520			54,395			861,448				2016			397,692			277,583			87,000			65,180			827,456
Administration, General Counsel and Secretary			2014			354,615			414,460			142,740			23,299			935,115				2015			381,154			213,379			212,520			54,395			861,448
K. Scott Grassmyer		​	2016		​	397,692		​	277,583		​	87,000		​	56,175		​	818,450			​	2017		​	410,154		​	280,000		​	221,038		​	61,831		​	973,022
Executive Vice President-Finance,		​	2015		​	381,154		​	213,379		​	212,520		​	44,291		​	851,344			​	2016		​	397,692		​	277,583		​	87,000		​	56,175		​	818,450
Chief Financial Officer and Controller		​	2014		​	354,615		​	414,460		​	142,740		​	29,122		​	940,937			​	2015		​	381,154		​	213,379		​	212,520		​	44,291		​	851,344
Michelle M. Kelly			2016			494,615			321,463			409,800			28,905			1,254,784				2017			544,615			728,000			125,928			39,530			1,438,074
Chief Executive Officer, Lilly Pulitzer																						2016			494,615			321,463			409,800			28,905			1,254,784
Douglas B. Wood		​	2016		​	700,001		​	494,325		​	—		​	56,891		​	1,251,218			​	2017		​	744,688		​	364,000		​	757,050		​	57,368		​	1,923,107
Chief Executive Officer, Tommy Bahama		​			​			​			​			​			​				​	2016		​	700,001		​	494,325		​	—		​	56,891		​	1,251,218

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(1)

The values for stock awards in this column represent the aggregate grant date fair value of service-based and performance-based equity incentive compensation awards approved in fiscal 2017, fiscal 2016 and fiscal 2015, and fiscal 2014, as applicable, computed in accordance with FASB ASC Topic 718; however, pursuant to SEC regulations, no reduction has been applied for estimated forfeitures.718. Awards with performance conditions are computed based on the probable outcome of the performance conditions as of the grant date for the award. Information about the assumptions used to value these awards can be found under the captions "Equity Compensation" and "Long-Term Stock Incentive Plan" in Notes 1 and 7, respectively, in our Fiscal 20162017 Annual Report on Form 10-K.

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With respect to the value of performance-based restricted share awards included for fiscal 2016,2017, the following sets forth the grant date fair value that was included in the table above (as also set forth below under "—"—Grants of Plan-Based Awards in Fiscal 20162017") and the corresponding grant date fair value of these awards assuming the maximum level of performance conditions was met:

Name		Fair Value included in Summary Compensation Table ($)			Fair Value Assuming Maximum Performance ($)				Fair Value included in Summary Compensation Table ($)			Fair Value Assuming Maximum Performance ($)
Thomas C. Chubb III		​	638,820		​	1,117,935			​	670,320		​	1,340,640
Thomas E. Campbell			194,308			340,096				196,000			392,000
K. Scott Grassmyer		​	194,308		​	340,096			​	196,000		​	392,000
Michelle M. Kelly			225,032			393,863				254,800			509,600
Douglas B. Wood		​	346,028		​	605,586			​	254,800		​	509,600

(2)

Amounts reported under "Non-Equity Incentive Plan Compensation" reflect cash incentive awards earned by each of our NEOs in respect of company and/or operating group performance during the applicable fiscal year under our EPIP, as described above under "—Compensation Discussion and Analysis—Short-Term Incentive Compensation."

(3)

Amounts reported under "All Other Compensation" for fiscal 20162017 reflect the following amounts:

Name		Company Paid Life Insurance ($)			Executive Health Insurance ($)			Company Contributions to Defined Contribution Plans ($)			Company Contributions to Non-Qualified Deferred Compensation Plan ($)			Dividends on Unvested Stock Awards ($)				Company Paid Life Insurance ($)			Executive Health Insurance ($)			Company Contributions to Defined Contribution Plans ($)			Company Contributions to Non-Qualified Deferred Compensation Plan ($)			Dividends on Unvested Stock Awards ($)
Thomas C. Chubb III		​	365		​	26,231		​	10,690		​	58,777		​	30,635			​	365		​	31,264		​	10,875		​	38,886		​	31,011
Thomas E. Campbell			—			29,216			10,645			14,177			11,141				—			31,264			10,836			9,483			10,247
K. Scott Grassmyer		​	—		​	20,211		​	10,646		​	14,177		​	11,141			​	—		​	31,264		​	10,837		​	9,483		​	10,247
Michelle M. Kelly			—			—			10,635			—			18,270				—			—			11,708			—			27,822
Douglas B. Wood		​	—		​	—		​	10,920		​	18,185		​	27,786			​	—		​	—		​	11,786		​	18,914		​	26,669

In addition, our NEOs, from time to time, receive discounts on merchandise purchased directly from our company and may, from time to time, receive complimentary meals at our Tommy Bahama restaurants or allowances for apparel merchandise. We do not believe that the aggregate incremental cost to us of these discounts and benefits exceeds $10,000 for any of our NEOs and are excluded from this table.

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(4)

Totals may not add due to rounding. In addition, compensation for fiscal 2017 may not be directly comparable to compensation paid in respect of Contents

fiscal 2016 and fiscal 2015, as amounts paid in respect of "Salary" and "All Other Compensation" represent amounts paid during the 53-week fiscal 2017 period compared to 52-week fiscal 2016 and fiscal 2015 periods. By way of example, the base salary for each of Ms. Kelly and Mr. Wood for fiscal 2017 included 27 bi-weekly pay periods.

Grants of Plan-Based Awards in Fiscal 20162017

        The following table presents information for fiscal 20162017 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 20162017 performance under our EPIP or other special cash long-term incentive opportunities.EPIP.

																							All other stock awards: Number of shares of stock (#)(3)																												All other stock awards: Number of shares of stock (#)(3)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)												Grant Date Fair Value of Stock Awards ($)(4)							Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)												Grant Date Fair Value of Stock Awards ($)(4)
		Grant Date																										All other stock awards: Number of shares of stock (#)(3)		Grant Date																										All other stock awards: Number of shares of stock (#)(3)
Name					Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)													Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
Thomas C. Chubb III		​	​		​	207,500		​	830,000		​	1,452,500		​	​		​	​		​	​		​	​		​	​			​	​		​	213,750		​	855,000		​	1,496,250		​	​		​	​		​	​		​	​		​	​
​		​	3/16/16		​	​		​	​		​	​		​	2,100		​	8,400		​	14,700		​	​		​	638,820			​	3/16/17		​	​		​	​		​	​		​	2,993		​	11,970		​	23,940		​	​		​	670,320
​		​	3/16/16		​	​		​	​		​	​		​	​		​	​		​	​		​	3,600		​	273,780			​	3/16/17		​	​		​	​		​	​		​	​		​	​		​	​		​	5,130		​	287,280
Thomas E. Campbell						50,000			200,000			350,000																						51,500			206,000			360,500
			3/16/16												639			2,555			4,472						194,308				3/16/17												875			3,500			7,000						196,000
			3/16/16																					1,095			83,275				3/16/17																					1,500			84,000
K. Scott Grassmyer		​	​		​	50,000		​	200,000		​	350,000		​	​		​	​		​	​		​	​		​	​			​	​		​	51,500		​	206,000		​	360,500		​	​		​	​		​	​		​	​		​	​
​		​	3/16/16		​	​		​	​		​	​		​	639		​	2,555		​	4,472		​	​		​	194,308			​	3/16/17		​	​		​	​		​	​		​	875		​	3,500		​	7,000		​	​		​	196,000
​		​	3/16/16		​	​		​	​		​	​		​	​		​	​		​	​		​	1,095		​	83,275			​	3/16/17		​	​		​	​		​	​		​	​		​	​		​	​		​	1,500		​	84,000
Michelle M. Kelly						75,000			300,000			525,000																						79,500			318,000			556,500
			3/16/16												740			2,959			5,179						225,032				3/16/17												1,138			4,550			9,100						254,800
			3/16/16																					1,268			96,431				3/16/17																					8,450			473,200
Douglas B. Wood		​	​		​	105,000		​	420,000		​	735,000		​	​		​	​		​	​		​	​		​	​			​	​		​	108,150		​	432,600		​	757,050		​	​		​	​		​	​		​	​		​	​
​		​	3/16/16		​	​		​	​		​	​		​	1,138		​	4,550		​	7,963		​	​		​	346,028			​	3/16/17		​	​		​	​		​	​		​	1,138		​	4,550		​	9,100		​	​		​	254,800
​		​	3/16/16		​	​		​	​		​	​		​	​		​	​		​	​		​	1,950		​	148,298			​	3/16/17		​	​		​	​		​	​		​	​		​	​		​	​		​	1,950		​	109,200

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(1)

Reflects potential cash incentive awards in respect of company and/or operating group performance during fiscal 20162017 under the EPIP, which is described above under"—Compensation Discussion and Analysis—Short-Term Incentive Compensation."

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(2)

Reflects potential restricted stock awards in respect of our performance during fiscal 20162017 under the LTIP, which is described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."

(3)

Reflects service-based restricted shares granted under the LTIP whichLTIP. All of the awards to Messrs. Chubb, Campbell, Grassmyer and Wood cliff vest on April 15, 20199, 2020. Of the awards to Ms. Kelly, 1,950 of the restricted shares cliff vest on April 9, 2020 (and had a grant date fair value of $109,200) and 6,500 of the restricted shares cliff vest on April 9, 2021 (and had a grant date fair value of $364,000). These stock awards are described above under "—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation."

(4)

The values for stock awards in this column are computed in accordance with FASB ASC Topic 718. For awards with performance conditions, the grant date fair value assumes achievement at target performance. Pursuant to SEC regulations, no reduction has been applied for estimated forfeitures.

Outstanding Equity Awards at Fiscal 20162017 Year-End

        The following table provides information with respect to unvested equity awards held by our NEOs as of January 28, 2017.February 3, 2018. Our NEOs did not hold any unexercised stock options at the end of fiscal 2016.2017.

		Stock Awards							Stock Awards
Name		Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)				Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Thomas C. Chubb III		​	34,078		​	1,842,597			​	40,239		​	3,186,929
Thomas E. Campbell			12,054			651,760				12,526			992,059
K. Scott Grassmyer		​	12,054		​	651,760			​	12,526		​	992,059
Michelle M. Kelly			18,930			1,023,545				30,933			2,449,894
Douglas B. Wood		​	28,822		​	1,558,406			​	28,378		​	2,247,538

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(1)

The unvested equity awards held by our NEOs at the end of fiscal 20162017 consist of various service-based restricted shares; performance-based restricted shares;shares (which are subject to additional service requirements prior to vesting); and special, one-timelimited service-based restricted shares granted to each ofMr. Wood and Ms. Kelly, and Mr. Wood in connection with promotions, as follows:

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Thomas C. Chubb III		• 3,300 service-based restricted shares granted in March 2014 that vested on April 14, 2017 • 10,692 performance-based restricted shares granted in March 2015 in respect of our actual fiscal 2014 performance that vested on April 14, 2017 • 10,774 performance-based restricted shares granted in March 2016 in respect of our actual fiscal 2015 performance that vestvested on April 16, 2018 • 3,600 service-based restricted shares granted in March 2016 that vest on April 15, 2019 • 5,712 performance-based restricted shares granted following the conclusion of the end of fiscal 2016in March 2017 in respect of actual fiscal 2016 performance that vest on April 15, 2019 • 5,130 service-based restricted shares granted in March 2017 that vest on April 9, 2020 • 15,023 performance-based restricted shares granted following the conclusion of the end of fiscal 2017 in respect of actual fiscal 2017 performance that vest on April 9, 2020
Thomas E. Campbell		• 1,650 service-based restricted shares granted in March 2014 that vested on April 14, 2017 • 3,771 performance-based restricted shares granted in March 2015 in respect of our actual fiscal 2014 performance that vested on April 14, 2017 • 3,800 performance-based restricted shares granted in March 2016 in respect of our actual fiscal 2015 performance that vestvested on April 16, 2018 • 1,095 service-based restricted shares granted in March 2016 that vest on April 15, 2019 • 1,738 performance-based restricted shares granted following the conclusion of the end of fiscal 2016in March 2017 in respect of actual fiscal 2016 performance that vest on April 15, 2019 • 1,500 service-based restricted shares granted in March 2017 that vest on April 9, 2020 • 4,393 performance-based restricted shares granted following the conclusion of the end of fiscal 2017 in respect of actual fiscal 2017 performance that vest on April 9, 2020

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K. Scott Grassmyer		• 1,650 service-based restricted shares granted in March 2014 that vested on April 14, 2017 • 3,771 performance-based restricted shares granted in March 2015 in respect of our actual fiscal 2014 performance that vested on April 14, 2017 • 3,800 performance-based restricted shares granted in March 2016 in respect of our actual fiscal 2015 performance that vestvested on April 16, 2018 • 1,095 service-based restricted shares granted in March 2016 that vest on April 15, 2019 • 1,738 performance-based restricted shares granted following the conclusion of the end of fiscal 2016in March 2017 in respect of actual fiscal 2016 performance that vest on April 15, 2019 • 1,500 service-based restricted shares granted in March 2017 that vest on April 9, 2020 • 4,393 performance-based restricted shares granted following the conclusion of the end of fiscal 2017 in respect of actual fiscal 2017 performance that vest on April 9, 2020
Michelle M. Kelly		• 660 service-based restricted shares granted in March 2014 that vested on April 14, 2017 • 1,498 performance-based restricted shares granted in March 2015 in respect of our actual fiscal 2014 performance that vested on April 14, 2017 • 9,091 service-based restricted shares granted in March 2015 in connection with Ms. Kelly's promotion to President, Lilly Pulitzer that vest on April 15, 2019 • 4,400 performance-based restricted shares granted in March 2016 in respect of our actual fiscal 2015 performance that vestvested on April 16, 2018 • 1,268 service-based restricted shares granted in March 2016 that vest on April 15, 2019 • 2,013 performance-based restricted shares granted following the conclusion of the end of fiscal 2016in March 2017 in respect of actual fiscal 2016 performance that vest on April 15, 2019

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•

1,950 service-based restricted shares granted in March 2017 that vest on April 9, 2020

•

6,500 service-based restricted shares granted in March 2017 that vest on April 9, 2021

•

5,711 performance-based restricted shares granted following the conclusion of the end of fiscal 2017 in respect of actual fiscal 2017 performance that vest on April 9, 2020

Douglas B. Wood		• 2,475 service-based restricted shares granted in March 2014 that vested on April 14, 2017 • 5,630 performance-based restricted shares granted in March 2015 in respect of our actual fiscal 2014 performance that vested on April 14, 2017 • 5,673 performance-based restricted shares granted in March 2016 in respect of our actual fiscal 2015 performance that vestvested on April 16, 2018 • 10,000 service-based restricted shares granted in January 2016 in connection with Mr. Wood's promotion to Chief Executive Officer, Tommy Bahama that vest on January 31, 2020 • 1,950 service-based restricted shares granted in March 2016 that vest on April 15, 2019 • 3,094 performance-based restricted shares granted following the conclusion of the end of fiscal 2016in March 2017 in respect of actual fiscal 2016 performance that vest on April 15, 2019 • 1,950 service-based restricted shares granted in March 2017 that vest on April 9, 2020 • 5,711 performance-based restricted shares granted following the conclusion of the end of fiscal 2017 in respect of actual fiscal 2017 performance that vest on April 9, 2020

(2)

The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $54.07,$79.20, the per-share closing price of our common stock on January 27, 2017.February 2, 2018.

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Option Exercises and Stock Vested During Fiscal 20162017

        The following table provides information concerning the vesting of restricted share unitsstock for each of our NEOs during fiscal 2016.2017. The table reports the number of shares of stock that vested and the aggregate dollar value realized upon vesting of stock.

		Stock Awards							Stock Awards
Name		Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(1)				Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(1)
Thomas C. Chubb III		​	6,553		​	440,558			​	13,992		​	766,342
Thomas E. Campbell			2,663			179,033				5,421			296,908
K. Scott Grassmyer		​	2,663		​	179,033			​	5,421		​	296,908
Michelle M. Kelly			1,411			94,862				2,158			118,194
Douglas B. Wood		​	5,461		​	367,143			​	8,105		​	443,911

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(1)

Reflects the vesting of (a) service-based restricted share unitsshares granted in March 2014 and (b) performance-based restricted shares granted in March 2015 in respect of our fiscal 20122014 performance. The dollar amount is determined by multiplying (x) the number of shares of our common stock vested by (y) the per-share closing price of our common stock on April 17, 2017, the trading day immediately following the vesting date.

        There were no stock options exercised by any of our NEOs during fiscal 2016.2017.

Fiscal 20162017 Non-Qualified Deferred Compensation

        The following table shows the activity under our Deferred Compensation Plan for each of our participating NEOs during fiscal 2016.2017.

Name		Executive Contributions in Last FY ($)(1)			Registrant Contributions in Last FY ($)(2)			Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)(3)			Aggregate Balance at Last FYE ($)(4)(5)				Executive Contributions in Last FY ($)(1)			Registrant Contributions in Last FY ($)(2)			Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)(3)			Aggregate Balance at Last FYE ($)(4)(5)
Thomas C. Chubb III		​	17,070		​	58,777		​	11,475		​	—		​	373,507			​	17,003		​	38,886		​	55,888		​	—		​	444,096
Thomas E. Campbell			25,333			14,177			131,821			(20,601	)		770,425				16,803			9,483			26,286			(106,062	)		780,143
K. Scott Grassmyer		​	29,413		​	14,177		​	57,640		​	—		​	351,964			​	12,751		​	9,483		​	22,234		​	—		​	428,915
Douglas B. Wood			115,631			18,185			323,812			—			1,990,440				123,549			18,914			142,463			—			2,456,489

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(1)

The amounts reported in this column are also included in the "Salary" column or the "Non-Equity Incentive Plan Compensation" column for fiscal 20162017 in the Summary Compensation Table above.

(2)

The amounts reported in this column are also included in the "All Other Compensation" column for fiscal 20162017 in the Summary Compensation Table above.

(3)

Represent in-service distributions received in accordance with the terms of our Deferred Compensation Plan.

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(4)

Reflects balances as of January 28, 2017.February 3, 2018.

(5)

The amounts reported in this column include amounts that are also reported as salary, non-equity incentive plan awards or all other compensation in the Summary Compensation Table above in fiscal 20162017 and in prior years as follows:

Name		Amount Included in Both Non-Qualified Deferred Compensation Table and Summary Compensation Table ($)			Amount Included in Both Non-Qualified Deferred Compensation Table and Previously Reported in Prior Years' Summary Compensation Table ($)			Total Amounts Included in Both Non-Qualified Deferred Compensation Table and Current Year or Prior Years' Summary Compensation Table ($)				Amount Included in Both Non-Qualified Deferred Compensation Table and Summary Compensation Table ($)			Amount Included in Both Non-Qualified Deferred Compensation Table and Previously Reported in Prior Years' Summary Compensation Table ($)			Total Amounts Included in Both Non-Qualified Deferred Compensation Table and Current Year or Prior Years' Summary Compensation Table ($)
Thomas C. Chubb III		​	75,846		​	372,167		​	448,013			​	55,888		​	448,013		​	503,901
Thomas E. Campbell			39,510			325,115			364,625				26,286			364,625			390,911
K. Scott Grassmyer		​	43,591		​	141,104		​	184,695			​	22,234		​	184,695		​	206,929
Douglas B. Wood			133,816			—			133,816				142,463			133,816			276,279

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

•

in-service distributions starting at least two years following the year of the applicable contributions in a single sum or in annual installment payments over a period of up to five years; or



•

following a deemed retirement (which occurs when a participant reaches age 55 with at least five years of service) generally in a single sum or in annual installment payments over a period of up to 15 years.

        Distribution of account balances in a single sum is automatically made on termination for reasons other than a deemed retirement. Participants elect to invest their account balances among a variety of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Accounts are 100% vested at all times.

Potential Payments on Termination or Change of Control

        All of our NEO'sNEOs' outstanding equity awards provide for "double trigger" vesting, meaning that the awards require a change of control of our company and a termination of the individual's employment either by the individual for good reason or us or our acquiror without cause (which we refer to as a "change of control termination") to accelerate vesting.

        The following table summarizes the value of the shares of our common stock that would be realized by each NEO if a change of control termination had occurred on January 28, 2017:February 3, 2018:

Name		Equity Awards That Would Vest upon a Change of Control Termination (#)(1)(2)			Value Realized on Vesting Following a Change of Control Termination ($)(3)				Equity Awards That Would Vest upon a Change of Control Termination (#)(1)(2)			Value Realized on Vesting Following a Change of Control Termination ($)(3)
Thomas C. Chubb III		​	34,078		​	1,842,597			​	40,239		​	3,186,929
Thomas E. Campbell			12,054			651,760				12,526			992,059
K. Scott Grassmyer		​	12,054		​	651,760			​	12,526		​	992,059
Michelle M. Kelly			18,930			1,023,545				30,933			2,449,894
Douglas B. Wood		​	28,822		​	1,558,406			​	28,378		​	2,247,538

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(1)

For details on the outstanding equity awards that would vest upon a change of control termination, see Footnote 1 under "—"—Outstanding Equity Awards at Fiscal 20162017 Year-End."

(2)

Pursuant to the terms of the fiscal 20162017 program, if a change of control termination takes place where the change of control occurs prior to the end of fiscal 2016,2017, the individual recipients would be entitled to receive the greater of (a) the number of shares of our common stock attributable to the recipient's target number of restricted shares pursuant to the program or (b) the actual number of restricted shares certified by our NC&G Committee as having been earned. Accordingly,As the number of restricted shares actually earned under the program is known at this time, the table includes the actual number of restricted shares certified by our NC&G Committee as having been earned would vest.earned.

(3)

The value is computed by multiplying the number of shares that would vest by $54.07,$79.20, the per-share closing market price of our common stock on January 27, 2017.February 2, 2018.

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        We did not have any other arrangement, policy or plan that would provide payments or benefits to any of our NEOs as a result of a termination of any kind, including following a change of control, other than benefits payable to salaried employees of our company on a non-discriminatory basis.

CEO Pay Ratio

        As a result of the recently adopted rules under the Dodd-Frank Act, beginning with this proxy statement, the SEC requires that we provide disclosure of the ratio of our Chief Executive Officer's annual total compensation to that of an identified median-paid employee. For purposes of this disclosure, we are required to identify our median-paid employee based upon our total workforce, without regard to location or full-time, part-time, temporary or seasonal status. To identify our median-paid employee, we used the following methodology, assumptions, adjustments and estimates:

•

we identified our median-paid employee as of December 31, 2017, which is within the last three months of fiscal 2017, as required by the pay ratio rule;



•

under the de minimis exception to the pay ratio rule, out of our total employee population of approximately 6,000 employees as of December 31, 2017, we excluded approximately 4% of our workforce, consisting of all employees in Hong Kong (91 employees), China (25 employees), Japan (57 employees) and Australia (66 employees);

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•

we excluded 36 individuals who became our employees in December 2017 as a result of our acquisition of The Beaufort Bonnet Company;



•

we elected not to annualize the compensation paid to employees who were not employed for all of 2017 (e.g., new hires);



•

for all of the employees based in foreign jurisdictions who were included in our determination of the median-paid employee, we applied a foreign currency to U.S. dollar exchange rate based on the average daily rate during the 12 months ended December 31, 2017; and



•

we used gross earnings (or foreign equivalent amounts)—meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses and the value of any equity awards that vested during the 2017 calendar year—in determining the total compensation paid to our employees for purposes of identifying the median-paid employee.

        Using this methodology, we determined that the median-paid employee was a non-exempt, full-time employee located in the U.S. with an annual total compensation of $19,485 for fiscal 2017, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for fiscal 2017 for our Chief Executive Officer was $2,838,570, as discussed below under "—Compensation Tables—Summary Compensation Table for Fiscal 2017." Based on this information, for fiscal 2017, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median-paid employee was 146 to 1. The pay ratio disclosure presented in this section is a reasonable estimate. Because the SEC's rules for identifying the median-paid employee and calculating the pay ratio allow companies to use different methodologies, assumptions, adjustments and estimates, our pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT

        The Nominating, Compensation & Governance Committee has reviewed and discussed with management the Company's Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Nominating, Compensation & Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Fiscal 20162017 Annual Report on Form 10-K.

Respectfully submitted,

Clarence H. Smith, Chairman
Helen Ballard
Virginia A. Hepner
E. Jenner Wood III

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Helen Ballard, Virginia A. Hepner, Dennis M. Love and Clarence H. Smith, and E. Jenner Wood III served on our NC&G Committee during fiscal 2016.2017. None of them are current officers or employees of our company or any subsidiary,of our subsidiaries; none of them are former officers of our company or any subsidiaryof our subsidiaries; and none of them hashad any other relationship during fiscal 2017 requiring disclosure by us under any paragraph of Item 404 of Regulation S-K. In fiscal 2017, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board or our compensation committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Our Board or Executive Committee reviews all transactions that are disclosable under Item 404(a) of Regulation S-K. To help identify these related party transactions, our Legal Department maintains a list of companies and other persons with whom each director and executive officer has a potentially disclosable relationship and each director and executive officer annually completes a questionnaire that requires the disclosure of any transaction or relationship that the individual, or any member of his or her immediate family, has or will have with our company. Our Legal Department, with the assistance of other members of senior management, also reviews contemplated transactions to consider whether one of our directors or executive officers, or a company with which one of our directors or executive officers is affiliated, proposes to engage in a transaction that our Board should review.

Our Board or Executive Committee will only approve related party transactions that are in, or not inconsistent with, the best interests of our company and our shareholders. In determining whether to approve

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or reject a related party transaction, our Board considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to our company. Consistent with our process for reviewing

        During fiscal 2017, there were no related party transactions our Board reviewed and approved the relationship described below (with Mr. Wood recusing himself from voting on the matter).

SunTrust; Mr. Wood

        Mr. E. Jenner Wood III, one of our directors, served as Corporate Executive Vice President of SunTrust Banks, Inc. until his retirement at the end of 2016. An affiliate of SunTrust acted as lead arranger and bookrunnerrequiring disclosure in connection with our 2016 refinancing of our $325 million syndicated revolving credit facility, and certain other subsidiaries of SunTrust act as agent and lender and provide other services under this facility. The loan under our credit facility was made in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features. Our aggregate payments to SunTrust were approximately $1.9 million during fiscal 2016, representing an immaterial percentage of our and SunTrust's revenues in 2016. Mr. Wood does not personally participate in or benefit from any aspect of our relationship with SunTrust.

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AUDIT-RELATED MATTERS

Report of the Audit Committee

        The Audit Committee, which operates under a written charter adopted by the Board of Directors of Oxford Industries, Inc., is composed of independent directors and, among other things, oversees, on behalf of the Board of Directors, the Company's financial reporting process and system of internal control over financial reporting. The Audit Committee's charter is posted under the "Corporate Governance" link under the "Investor Relations" tab on the Company's Internet website at www.oxfordinc.com. The Audit Committee held four meetings during the Company's 2017 fiscal year.

        The Company's management is responsible for its financial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting standards generally accepted in the United States. The Company's independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the Company's consolidated financial statements and providing an opinion as to their conformity with accounting standards generally accepted in the United States, as well as attesting and reporting on the effectiveness of the Company's internal control over financial reporting. The Audit Committee's responsibility is to oversee these processes, as well as to appoint, retain, compensate, evaluate and, when necessary, terminate the Company's independent registered public accounting firm. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out its oversight responsibilities, the Audit Committee shall not be charged with, and is not providing, any expert or special assurance as to the Company's financial statements, or any professional certification as to Ernst & Young's work.

        In fulfilling its responsibilities, the Audit Committee has:

•

reviewed and discussed with management and Ernst & Young LLP the audited financial statements included in the Company's Fiscal 20162017 Annual Report on Form 10-K;10-K and the reports of management and of Ernst & Young LLP on the effectiveness of the Company's internal control over financial reporting as of the end of fiscal 2017 contained therein;



•

discussed with Ernst & Young LLP the Company's independent registered public accounting firm, the matters required to be discussed by the Statement of Auditing Standards No. 61 (Communication with Audit Committees), as amended by the AICPA professional standards, vol. 1 AU section 380, as adopted by the Public Company Accounting Oversight Board Statementin Rule 3200, as subsequently superseded by Auditing Standard No. 1301 (Communications with Audit Committees), which includes,include, among other items, matters related to the conduct of the audit of the fiscal 20162017 financial statements;



•

received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP's communications with the Audit Committee concerning independence, and considered whether the independent auditors' provision of other non-audit services to the Company (which are set forth below under "—Fees Paid to Independent Registered Public Accounting Firm") is compatible with the auditors' independence, and discussed with Ernst & Young LLP its independence;



•

concluded that Ernst & Young LLP is independent from the Company and its management; and



•

based on the reviews and discussions referred to above, recommended to the Board that the audited financial statements be included in the Company's Fiscal 20162017 Annual Report on Form 10-K.

Respectfully Submitted,

Dennis M. Love, Chairman
Thomas C. Gallagher
John R. Holder
Clyde C. Tuggle

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Fees Paid to Independent Registered Public Accounting Firm

        The following table summarizes certain fees that we paid in respect of each of fiscal 20162017 and fiscal 20152016 to Ernst & Young LLP, our independent registered public accounting firm, for professional services:

Fee Category		Fiscal 2016 ($)			Fiscal 2015 ($)			Description		Fiscal 2017 ($)			Fiscal 2016 ($)			Description
Audit fees		​	1,503,713		​	1,370,124		Fees for the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements included in Forms 10-Q filed with the SEC, statutory audits of subsidiaries and services provided in connection with statutory and regulatory filings		​	1,708,316		​	1,503,713		Fees for the audit of our consolidated financial statements, including additional testing relating to newly acquired businesses; reviews of our consolidated quarterly financial statements included in Forms 10-Q filed with the SEC; statutory audits of subsidiaries; services related to assistance with implementation of new accounting rules and regulations, including those associated with the new revenue recognition standards; and services provided in connection with statutory and regulatory filings
Audit-related fees			192,570			1,915		Fees for audit-related services such as due diligence in connection with acquisitions, services related to assistance with implementation of recently adopted rules and regulations, and compliance with rules and regulations applicable to accounting matters (with substantially all of the audit-related services in fiscal 2016 being associated with our Southern Tide acquisition)			1,985			192,570		Fees for audit-related services such as due diligence in connection with acquisitions; and compliance with rules and regulations applicable to accounting matters (with substantially all of the audit-related services in fiscal 2016 being associated with our Southern Tide acquisition)
Tax fees		​	71,599		​	84,455		Fees for tax compliance and planning and advisory services		​	71,846		​	71,599		Fees for tax compliance, planning and advisory services
All other fees			—			—		—			—			—		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total fees		​	1,767,882		​	1,456,494		​		​	1,782,147		​	1,767,882		​

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        The Audit Committee considered the effects that the provision of the services described above under the subheadings"Audit-related fees" and"Tax fees" may have on the auditors' independence and has determined that such independence has been maintained.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

        Our Audit Committee has adopted a policy for the pre-approval of services provided by our independent registered public accounting firm. Unless a service to be provided by our independent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by our Audit Committee or the chair of our Audit Committee before the commencement of the service. The pre-approval policy is detailed as to the particular services to be provided, and our Audit Committee is to be informed about each service provided.

        Specific pre-approval is required for significant recurring annual engagements, such as engagements for the required annual audit and quarterly reviews (including the audit of internal control over financial reporting) and statutory or employee benefit plan audits. Any individual engagement with an estimated cost of more than $75,000 must be specifically pre-approved before the commencement of the engagement, even if the service in question has received general pre-approval. In addition, further Audit Committee pre-approval is required if the aggregate fees for such engagements would exceed $200,000. At each Audit Committee meeting, the entire Audit Committee reviews services performed since the prior meeting pursuant to the general pre-approvals granted under the policy, as well as services, if any, pre-approved by the chair of our Audit Committee.

        The nature and dollar value of services performed under the general pre-approval guidelines are reviewed with our Audit Committee on at least an annual basis. All of the fees detailed above paid to Ernst & Young LLP for fiscal 20162017 and fiscal 20152016 were pre-approved (either specifically or pursuant to the general pre-approvals granted under the policy) by our Audit Committee.

COMMON STOCK OWNERSHIP BY MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

Management

        The table below sets forth certain information as of April 13, 201720, 2018 regarding the beneficial ownership of shares of our common stock by our directors; the director nominee, Mr. Lanier; our NEOs; and our directors and executive officers as a group. Except as set forth below, the shareholders named below have sole voting and investment power with respect to all

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shares of our common stock shown as being beneficially owned by them. The address for each individual in this table is c/o Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309.

		Beneficial Ownership of Common Stock
Name		Number of Shares(1)			Percent of Class(1)
Helen Ballard		​	8,642		​	*
Thomas E. Campbell			37,095			*
Thomas C. Chubb III		​	108,393		​	*
Thomas C. Gallagher			10,427			*
K. Scott Grassmyer		​	33,441		​	*
Virginia A. Hepner			2,059			*
John R. Holder		​	17,569		​	*
Michelle M. Kelly			29,887			*
J. Reese Lanier(2)		​	211,970		​	1.26
Dennis M. Love			16,622			*
Clarence H. Smith		​	12,974		​	*
Clyde C. Tuggle			5,151			*
Douglas B. Wood		​	34,608		​	*
E. Jenner Wood III			13,574			*
All directors and executive officers as a group (15 persons)		​	555,373		​	3.29

		Beneficial Ownership of Common Stock
Name		Number of Shares(1)			Percent of Class(1)
Helen Ballard		​	9,682		​	*
Thomas E. Campbell			34,222			*
Thomas C. Chubb III		​	111,014		​	*
Thomas C. Gallagher			11,467			*
K. Scott Grassmyer		​	29,602		​	*
Virginia A. Hepner			3,099			*
John R. Holder		​	19,249		​	*
Michelle M. Kelly			34,838			*
Stephen S. Lanier(2)		​	134,762		​	*
Dennis M. Love			17,002			*
Clarence H. Smith		​	14,014		​	*
Clyde C. Tuggle			6,191			*
Douglas B. Wood		​	36,541		​	*
E. Jenner Wood III			14,614			*
All directors and executive officers as a group (14 persons)		​	349,780		​	2.07

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*

Less than 1%

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(1)

Calculations based on an aggregate of 16,860,91316,937,267 shares of our common stock outstanding as of the close of business on April 13, 2017.20, 2018. The number of shares and percentage of the class beneficially owned includes unvested restricted shares for which the individual has ownership rights as of the close of business on April 13, 2017.20, 2018.

(2)

Consists of 123,57171,646 shares held individually by Mr. Lanier, 51,89929,187 shares held in a charitable foundationtrusts of which Mr. Lanier is a trustee, 36,000the primary beneficiary, 33,069 shares held in a charitable remainder trustcustodial accounts for the benefit of which Mr. Lanier acts as trusteeLanier's children and 500860 shares held by Mr. Lanier's wife. Mr. Lanier disclaims beneficial ownership of the reported shares held by the charitable foundation and by his wife and, except to the extent of his pecuniary interest therein, disclaims beneficial ownership of the shares held by the charitable remainder trust.

Certain Beneficial Owners

        The table below sets forth certain information, as of December 31, 2016,2017, regarding the beneficial ownership of shares of our common stock by persons we believe beneficially hold more than 5% of our common stock based solely on a review of SEC filings made in respect of ownership during and after fiscal 2016.2017.

		Beneficial Ownership of Common Stock							Beneficial Ownership of Common Stock
Name and Address		Number of Shares(1)			Percent of Class(1)				Number of Shares(1)			Percent of Class(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		​	1,915,275	(2)	​	11.36			​	2,130,191	(2)	​	12.6
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			1,257,541	(3)		7.46				1,476,346	(3)		8.7

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(1)

Calculations based on an aggregate of 16,860,91316,937,267 shares of our common stock outstanding as of the close of business on April 13, 2017.20, 2018.

(2)

The shares reported are held by BlackRock, Inc. in its capacity as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act. As reported by BlackRock, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported shares. BlackRock reported sole voting power over 1,874,2502,094,401 of the reported shares and sole dispositive power over all of the reported shares. This information was obtained from a Schedule 13G/A filed on January 17, 2017.23, 2018.

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(3)

The shares reported are held by The Vanguard Group in its capacity as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act. Vanguard reported sole voting power over 29,99723,847 of the reported shares, shared voting power over 2,0002,600 of the reported shares, sole dispositive power over 1,226,3881,451,484 of the reported shares and shared dispositive power over 31,15324,862 of the reported shares. This information was obtained from a Schedule 13G/A filed on February 10, 2017.9, 2018.

        Under the SEC's rules, a person may be deemed to beneficially own securities in which he or she has no pecuniary interest. The information set forth in the tables above shall not be construed as an admission that any such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities disclosed above.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires that our officers and directors, and persons who beneficially own more than 10% of our common stock, file with the SEC certain reports, and to furnish copies thereof to us, with respect to each such person's beneficial ownership and changes in ownership of our equity securities. Due to the complexity of the SEC's reporting rules, our Legal Department undertakes to file such reports on behalf of our directors and executive officers and has instituted procedures to assist them with these obligations. Based on a review of theour company's records and other information, we believe that all reports required by our directors and executive officers were filed on a timely basis in fiscal 2016.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table sets forth information concerning our equity compensation plans as of January 28, 2017:February 3, 2018:

Plan Category		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by security holders		​
Employee Stock Purchase Plan(2)			440,847415,243
Long-Term Stock Incentive Plan		​	994,464910,064
Equity compensation plans not approved by security holders			—
Total		​	1,435,3111,325,307

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(1)

As of January 28, 2017,February 3, 2018, we had no outstanding options, warrants or other rights with respect to shares of our common stock. Accordingly, information relating to the number and exercise price of outstanding options, warrants and rights is not included in this table.

(2)

The number of securities to be issued under our Employee Stock Purchase Plan is not determinable as of any date other than the last day of the applicable quarterly purchase period since the weighted average purchase price under the plan is not determinable as of any date other than the last day of the applicable quarterly purchase period.

PROPOSALS FOR SHAREHOLDER CONSIDERATION

Proposal No. 1: Election of Directors

Board of Directors

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

Bylaws Relating to Retirement

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

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Director Nominees

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

        At our 20172018 annual meeting, the terms of our Class III directors will expire. Mr. J. Reese Lanier is retiring from the Board effective at the conclusion of the annual meeting.

        Although our charter provides that directors in each class are elected to three year terms, our charter also contemplates that the number of directors in each class will be as nearly equal in number as possible. In order to rebalance our Board, our Board has nominated Mr. E. Jenner Wood III, who is our lead director and was most recently re-elected as a Class III director at our 2016 annual meeting, to stand for election as a Class I director nominee at this annual meeting and to vacate his position as a Class III director.

Accordingly, our Board, on the recommendation of our NC&G Committee, has unanimously nominated Mr. Dennis M. Love,Thomas C. Chubb III, Mr. Clyde C. Tuggle,John R. Holder and Mr. E. Jenner Wood IIIClarence H. Smith for election at our annual meeting as Class III directors, each to serve for a three year term expiring in 20202021 and until his respective successor is elected and qualified. Our

        In addition, our Board expects that, following the annual meeting, it will amendamended our bylaws in March 2018 to fixincrease the number of directorsmembers on our Board from nine to 10 and, on the recommendation of our NC&G Committee, unanimously nominated Mr. Stephen S. Lanier for election at nine members.

Table of Contentsour annual meeting as a Class II director to fill the newly created vacancy and serve for a three year term expiring in 2021 and until his respective successor is elected and qualified.

        The terms of our Class II directors expire in 2018, and the terms of our Class III directors expire in 2019.2019, and the terms of our Class I directors expire in 2020. Each of our Class IIIII and Class IIII directors (other than Mr. Wood, who as described above is being nominated as a Class I director to rebalance our Board), is expected to remain in office for the remainder of his or her respective current term.

Required Vote

        In an uncontested election at an annual meeting of shareholders, our bylaws require that each director be elected by a majority of the votes cast with respect to such director (number of shares voted "for" a director must exceed the number of votes cast "against" that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 20172018 annual meeting, we must have received the nomination not later than the close of business on March 17, 2017.16, 2018. We have not received a shareholder nomination for a director for consideration at the 20172018 annual meeting. Accordingly, the election of directors at the 20172018 annual meeting is an uncontested election.

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

        If a nominee who was not already serving as a director is not elected at the annual meeting, that nominee would not become a director and would not serve on our Board as a "holdover director." Mr. Lanier is not currently serving as a director. If Mr. Lanier fails to be elected by a majority of the votes cast, he would not be elected to our Board and there will be a vacancy on our Board; in that event, our Board may: (1) immediately fill the additional vacancy; (2) allow the vacancy to remain open until a suitable candidate is located and elected to serve on our Board; or (3) amend our bylaws to reduce the number of directors serving on our Board.

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

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

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF MR. DENNIS M. LOVE,THOMAS C. CHUBB III, MR. CLYDE C. TUGGLE,JOHN R. HOLDER, MR. STEPHEN S. LANIER AND MR. E. JENNER WOOD IIICLARENCE H. SMITH AS A CLASS III DIRECTOR.

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Proposal No. 2: Approval of Selection of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

        At the recommendation of our Audit Committee, our Board has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2017.2018. Ernst & Young LLP has served as our independent auditors since May 2002. As of the date of this proxy statement, we have engaged Ernst & Young LLP to review our financial statements for the first three quarters of fiscal 20172018 but we have not formally engaged an independent registered public accounting firm to audit our financial statements for fiscal 2017.2018.

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

Required Vote

        Approval of the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 20172018 requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote against this proposal. If at the annual meeting our shareholders do not approve the selection of Ernst & Young LLP as our independent

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registered public accounting firm for fiscal 2017,2018, our Board and Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for fiscal 20172018 and/or future years.

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017.2018.

Proposal No. 3: Advisory Vote to Approve Executive Compensation

Executive Compensation

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

        As further described above under "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to maintain a strong link between pay and performance for compensation paid to our named executive officers; align our named executive officers' interests with those of our shareholders by creating a strong focus on stock ownership; and ensure that we are able to attract and retain talented individuals who can deliver excellent business performance.

Proposed Resolution

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

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

Required Vote

        Approval of the say-on-pay resolution requires the affirmative vote of at least a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Because broker non-votes are counted as present at the annual meeting for quorum purposes but are not counted as entitled to vote on this

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proposal, they will have no effect on the vote on the resolution approving executive compensation. Abstentions will have the same effect as a vote against this proposal.

        The vote on this say-on-pay proposal is advisory, and therefore the results of this proposal are not binding on our company, our NC&G Committee or our Board. The results of this proposal will not overrule any decision made by our Board or NC&G Committee. Our Board and our NC&G Committee value the input of our shareholders and to the extent there is any significant vote against this say-on-pay proposal, we will consider our shareholders' concerns and our NC&G Committee will evaluate whether any actions, in fiscal 20172018 or in subsequent years, are necessary to address those concerns.

Recommendation of our Board of Directors

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

Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Frequency of Say-on-Pay Vote

        We are asking our shareholders to indicate how frequently we should submit a say-on-pay proposal for shareholder consideration. By voting on this Proposal No. 4 (Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation), shareholders may indicate whether they would prefer a say-on-pay proposal be submitted for shareholder consideration every one, two, or three years. At our 2011 annual meeting, a majority of our shareholders selected a frequency of every "one year," and we have held an annual say-on-pay vote since that time.

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        Our Board believes that submitting a say-on-pay proposal for shareholder consideration annually, or every year, continues to be in the best interests of our company and our shareholders, as it allows our shareholders to provide us with direct input on our compensation philosophy, policies and practices as soon as practicable after any changes go into effect and better corresponds with the presentation of compensation information in our proxy statements.

Required Vote

        The option of "ONE YEAR," "TWO YEARS," or "THREE YEARS" that receives the highest number of votes cast by shareholders will be the frequency our Board considers to be the preference of our shareholders for submission of a say-on-pay proposal. Our Board will take the results of the vote into account in setting its policy for the frequency of future say-on-pay proposals. Because the vote on this proposal is advisory and non-binding, our Board may decide that it is in the best interests of our shareholders and our company to submit a say-on-pay proposal for shareholder consideration with a frequency different than the frequency preferred by our shareholders. Abstentions and broker non-votes will have no effect on the vote on this proposal.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR A FREQUENCY OF "ONE YEAR" FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Other Matters

        Our Board knows of no other matters that will be brought before the annual meeting, and our bylaws do not allow proposals to be presented at the annual meeting unless they were properly presented to us prior to March 17, 2017. However, if any other question that requires a vote is properly presented at the meeting, the persons named in the enclosed proxy as the proxy holders will vote on such matters as recommended by our Board or, if no recommendation is given, in their discretion to the extent permitted under applicable law.

        Approval of any other matter that properly comes before the annual meeting requires the affirmative vote of a majority of the outstanding shares of our common stock present at the annual meeting, in person or by proxy, and entitled to vote on the proposal (except as otherwise provided in our charter or bylaws or applicable law for actions that require a greater percentage of votes in favor of a proposal).

ADDITIONAL INFORMATION

Annual Report on Form 10-K

        Our 2017 Annual Report on Form 10-K may be accessed through the date of the annual meeting by all shareholders athttp://www.edocumentview.com/oxford, as well as under the "Investor Relations" tab of our Internet website at www.oxfordinc.com. We will also provide without charge, at the written request of any shareholder of record as of April 13, 2017,20, 2018, a hard copy of our 20162017 Annual Report on Form 10-K, including the audited financial statements, as filed with the SEC, excluding exhibits. We will provide copies of the exhibits if they are requested by eligible shareholders. We may impose a reasonable fee for providing the exhibits. Requests for copies of our Annual Report on Form 10-K should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309, Attention: Investor Relations.

Submission of Director Candidates by Shareholders

        Pursuant to our bylaws, to be timely, a director nomination by a shareholder must generally be delivered to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year's annual meeting, a director nomination submitted by a shareholder to be timely must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Any recommendation received by our Secretary will be promptly forwarded to the chair of our NC&G Committee for consideration. In order for a shareholder to nominate a director candidate for consideration at our 20182019 annual meeting, we must receive notice of such nomination between February 14, 201820, 2019 and March 16, 201822, 2019 (inclusive) unless the date of our 20182019 annual meeting is advanced more than 30 days prior to or delayed more than 30 days after June 14, 2018.20, 2019. Any such nominations must comply with the other requirements for proper nominations pursuant to our bylaws.

        Our bylaws set out the specific requirements that a shareholder must satisfy in order to properly nominate a director candidate. Any shareholder filing a written notice of nomination for a director must describe various matters regarding the

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nominee and the shareholder, including, among other things, such information as name; address; occupation; shares, rights to acquire shares and other derivative securities held; and any relevant understandings or arrangements between the shareholder and affiliated parties, if any. A copy of the requirements for nominating a director candidate is available in print to any shareholder who so requests it. Requests for a copy of these requirements should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.

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

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Shareholder Proposals

        Pursuant to our bylaws, in order for a shareholder proposal (other than a director nomination) to be considered at an annual meeting, the proposal must be delivered to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting; however, if the annual meeting of shareholders is advanced more than 30 days prior to or delayed more than 30 days after the first anniversary of the preceding year's annual meeting, in order to be timely, a shareholder proposal must be delivered not later than the close of business on the later of (1) the 90th day prior to the annual meeting or (2) the 10th day following the date on which public announcement of the date of such annual meeting is first made. Accordingly, in order for a shareholder proposal (other than a director nomination) to be considered at our 20182019 annual meeting, we must receive the proposal between February 14, 201820, 2019 and March 16, 201822, 2019 (inclusive) unless the date of our 20182019 annual meeting is advanced more than 30 days prior to or delayed more than 30 days after June 14, 2018.20, 2019.

        Our bylaws set out the specific requirements that a shareholder must satisfy in order to properly make a proposal for consideration by our shareholders at an annual meeting. Any shareholder submitting a proposal must describe various matters regarding the shareholder, including, among other things, such information as name; address; occupation; shares, rights to acquire shares and other derivative securities held; and any relevant understandings or arrangements between the shareholder and affiliated parties, if any. A copy of the requirements for submitting a shareholder proposal is available in print to any shareholder who so requests it. Requests for a copy of these requirements should be mailed to our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, GA 30309, Attention: Investor Relations.

        Our bylaws further contemplate that shareholders who wish to have a proposal included in our proxy statement may be permitted to do so in accordance with Rule 14a-8 under the Exchange Act provided the proposal is otherwise in accordance with such Rule 14a-8. In order for a proposal to be included pursuant to Rule 14a-8 in the proxy statement for our 20182019 annual meeting, it must be submitted in writing by January 3, 20189, 2019 and comply with the requirements of Rule 14a-8.

Communications to our Board of Directors

        Mail can be addressed to our directors in care of the Office of the Secretary at our company's headquarters at Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309. At the direction of our Board, all mail received will be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to our directors at the next scheduled meeting of our Board. Mail addressed to a particular director will be forwarded or delivered to that director. Mail addressed to "Outside Directors," "Non-Management Directors" or the "Lead Director" will be forwarded or delivered to our lead director. Mail addressed to the "Board of Directors" will be delivered to our Chairman.

Proxy Solicitation

        We will bear the cost of solicitation of proxies by our Board in connection with the annual meeting. We will reimburse brokers, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial

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owners of our common stock held in their names. Our employees may solicit proxies by mail, telephone, facsimile, electronic mail and personal interview. We have also engaged Okapi Partners to act as our proxy solicitor and have agreed to pay it $6,500 for the year, plus reasonable out-of-pocket expenses, for such services.

		By Order of the Board of Directors
		Thomas E. Campbell Executive Vice President-Law and Administration, General Counsel and Secretary

        Our Fiscal 20162017 Annual Report on Form 10-K, which includes audited financial statements, is available over the Internet at http://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the Fiscal 20162017 Annual Report on Form 10-K by following the instructions in the Notice of Internet Availability.

 

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., EDT, on June 20, 2018. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.envisionreports.com/Oxford • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASEIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3 and 1 YEAR for Proposal 4.3. + 1. Proposal to elect the threefour nominees listed below. If a nominee becomes unwilling or unable to serve, the Proxy will be voted for a substitute nominee or will not be voted, as recommended by the Board of Directors. For Against Abstain For Against Abstain For Against Abstain 01 - Dennis M. LoveThomas C. Chubb III 02 - Clyde C. TuggleJohn R. Holder 03 - E. Jenner Wood IIIStephen S. Lanier 04 - Clarence H. Smith For Against Abstain For AgainstForAgainst Abstain 2. Proposal to approve the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2017.2018. 3. Proposal to approve, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Abstain 4. Proposal to recommend, on an advisory (non-binding) basis, the frequency of future advisory votes on executive compensation. The proxies are authorized to vote in their discretion upon all such other matters as may properly come before the annual meeting, as recommended by the Board of Directors. Meeting Attendance Non-Voting Items Change of Address — Please print new address below. Mark box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date this proxy and sign exactly as your name or names appear. If shares are jointly owned, 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. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P XX3 7 3 3 0 5 2 0 2 02LKIA9 8 1 02UFCC MMMMMMMMM C B A Annual Meeting Proxy CardCard1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

 

. q PLEASEIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Oxford Industries, Inc. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 201720, 2018 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The executing shareholder(s) appoints THOMAS C. CHUBB III, THOMAS E. CAMPBELL and K. SCOTT GRASSMYER, and each of them, proxies, with full power of substitution, for and in the name of the executing shareholder(s), to vote all shares of the common stock of Oxford Industries, Inc. that the executing shareholder(s) would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on Wednesday, June 14, 2017,20, 2018, at 2:00 p.m., local time, at The Fifth Floor Conference Center,Peachtree Club, located at 999 Peachtree Street, N.E., 28th Floor, Atlanta, Georgia 30309, and at any adjournment or postponement thereof, upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is acknowledged, and upon any other business that may properly come before the meeting or any adjournment or postponement thereof. Said persons are directed to vote as indicated on the reverse side, and otherwise in their discretion, as recommended by the Board of Directors, upon any other business. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, “1 YEAR” FOR PROPOSAL 4, AND IN THE DISCRETION OF THE PROXIES, AS RECOMMENDED BY THE BOARD OF DIRECTORS, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. See reverse for voting instructions.