UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 25, 2005
OXFORD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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GEORGIA 001-04365 58-0831862
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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222 PIEDMONT AVENUE, NE, ATLANTA, GA. 30308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (404) 659-2424
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Performance Share Awards
Pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan, on
August 25, 2005 the Company granted performance share awards to its non-employee
directors, and to certain officers and other employees of the Company. Each
performance share award provides the recipient with the opportunity to earn
restricted shares of the Company's common stock contingent upon the achievement
by the Company of certain performance objectives for the fiscal year ending June
2, 2006, as detailed in the performance share award agreement. Awards are based
on the Company's earnings per share during the performance period and range from
a minimum of one share for the achievement of a specified minimum earnings per
share to a specified maximum number of shares for the achievement of a specified
maximum earnings per share. The maximum aggregate number of shares issuable
pursuant to all awards granted on August 25, 2005 is 100,200. For recipients
other than non-employee directors, the recipient's interest in any award is
forfeited if his or her employment with the Company terminates before the end of
the performance period. For non-employee directors, the recipient's interest in
any award is forfeited if his or her service with the Company terminates prior
to the end of the performance period unless (a) the Nominating, Compensation and
Governance Committee waives the forfeiture condition at the time that the
director's service terminates, as evidenced by a written waiver adopted by the
Committee, (b) the director's service with Oxford terminates at the
regularly-scheduled end of a term or (c) the director's service with Oxford
terminates by reason of the director's death or disability, as determined by the
Committee. The number of restricted shares that the director will have the
opportunity to earn in any such circumstance will be determined by the
Committee.
No restricted shares will be issued to any individual pursuant to the
performance share awards until the Nominating, Compensation and Governance
Committee of the Company's Board of Directors has certified the level of
performance achieved and the number of restricted shares earned by such
individual. Recipients of shares issued pursuant to an award may vote the shares
and receive dividends on the shares but may not transfer the shares until June
2, 2009, at which time the Company will transfer physical custody of the shares
to the recipient. Recipients other than non-employee directors will forfeit all
rights to the issued shares if the recipient's employment with the Company
terminates before June 2, 2009. For non-employee directors, the recipient will
forfeit all rights to the issued shares if his or her service with the Company
terminates before June 2, 2009 unless (a) the Nominating, Compensation and
Governance Committee waives the forfeiture condition at the time that the
director's service terminates, as evidenced by a written waiver adopted by the
Committee, (b) the director's service with Oxford terminates at the
regularly-scheduled end of a term or (c) the director's service with Oxford
terminates by reason of the director's death or disability, as determined by the
Committee.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits
Exhibit 10.1 - Form of Performance Share Award Agreement pursuant to
the Oxford Industries, Inc. Long-Term Stock Incentive
Plan.
Exhibit 10.2 - Form of Non-Employee Director Performance Share Award
Agreement pursuant to the Oxford Industries, Inc.
Long-Term Stock Incentive Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OXFORD INDUSTRIES, INC.
(REGISTRANT)
August 31, 2005 By: /s/ Sheridan B. Johnson
Sheridan B. Johnson
Secretary