<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
OXFORD INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 4, 1999
To the Stockholders of
Oxford Industries, Inc.
The Annual Meeting of Stockholders of Oxford Industries, Inc. will be held
at the Company's principal offices, 222 Piedmont Avenue, N.E., Atlanta, Georgia,
on Monday, October 4, 1999 at 3:00 p.m., local time, for the following purposes:
(1) To elect three directors of the Company.
(2) To ratify the appointment of Arthur Andersen LLP, independent
certified public accountants, as auditors for the fiscal year ending June
2, 2000.
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on August 13, 1999
will be entitled to receive notice of and to vote at the meeting.
THOMAS C. CHUBB III
Secretary
Atlanta, Georgia
August 25, 1999
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE-PREPAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING AND, IF YOU
ATTEND THE MEETING, YOU MAY ELECT TO VOTE IN PERSON.
<PAGE> 3
OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 4, 1999
This proxy statement is furnished in connection with the solicitation of
the accompanying proxy by the Board of Directors of Oxford Industries, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on October
4, 1999 and any adjournment thereof. This proxy statement and the accompanying
proxy will be first mailed to stockholders on or about August 25, 1999.
When a proxy is properly completed, signed and returned, the shares it
represents will be voted as specified by the stockholder or, if no
specifications are made, will be voted "FOR" each of the matters proposed by the
Board of Directors in this proxy statement. In addition, the persons named in
the proxy will vote the shares in their discretion upon any other matters that
may properly come before the meeting. The Board of Directors has no knowledge of
any matters to be presented at the meeting other than the matters proposed in
this proxy statement.
A stockholder may revoke a proxy given pursuant to this solicitation at any
time prior to the meeting by delivering to the Secretary of the Company either a
written instrument of revocation or a properly signed proxy bearing a later
date. In addition, the powers of the persons named in the proxy to vote the
stockholder's shares will be suspended if the stockholder is present at the
meeting and elects to vote in person.
Only stockholders of record at the close of business on August 13, 1999 are
entitled to receive notice of and to vote at the meeting. Each stockholder is
entitled to one vote per share of common stock held on such date. There were
7,753,069 shares outstanding on August 13, 1999.
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS
The following table shows as of August 13, 1999 the name and address of
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's outstanding common stock, the number of shares
beneficially owned by each such person and the percentage of the Company's
outstanding common stock represented by such ownership. The nature of each
person's beneficial ownership is described in the footnotes to the table.
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OWNED COMMON STOCK
- ---------------- ------------ ------------
<S> <C> <C>
Dimensional Fund Advisors Inc. 472,500(1) 6.09%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
J. Hicks Lanier 948,789(2) 12.23%
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
J. Reese Lanier 390,991(3) 5.04%
5275 Hutcheson Ferry Road
Whitesburg, GA 30185
SunTrust Bank, Atlanta 573,450(4) 7.39%
SunTrust Plaza
P.O. Box 4655
Atlanta, GA 30302
WEDGE Capital Management, LLP 538,676(5) 6.94%
One First Union Center
301 South College Street
Charlotte, NC 28202
</TABLE>
- ---------------
(1) Dimensional Fund Advisors Inc. has sole voting power and sole investment
power with respect to all such shares. This information was obtained from a
Schedule 13G dated February 11, 1999.
(2) The shares beneficially owned by Mr. J. Hicks Lanier include (i) 240,917
shares held of record by Mr. Lanier with respect to which he has sole voting
and investment powers, (ii) 170,000 shares held by a charitable foundation
of which Mr. Lanier is a trustee and has sole voting power and sole
investment power, (iii) 520,872 shares held by twenty trusts which benefit
the late Mr. Sartain Lanier's children (including Mr. Lanier) and
grandchildren with respect to which Mr. Lanier has sole voting power and
sole investment power, and (iv) 17,000 shares which may be acquired within
60 days after August 13, 1999 by the exercise of stock options under the
Company's stock option plan. Not included in the table are 205,164 shares
held by the estate of Mr. Sartain Lanier which remain to be transferred to
the charitable foundation of which Mr. Lanier is a trustee upon probation of
Mr. Sartain Lanier's estate.
(3) The shares shown as beneficially owned by Mr. J. Reese Lanier include
352,400 shares held of record by Mr. J. Reese Lanier with respect to which
he has sole voting and investment power, and 38,591 shares held by a
charitable foundation with respect to which Mr. J. Reese Lanier has sole
voting and investment power.
2
<PAGE> 5
(4) The shares beneficially owned by SunTrust Bank, Atlanta include (i) 544,810
shares beneficially owned by or held in trusts or similar accounts for
various members of the Lanier family, and (ii) 28,640 shares held by trusts
or in similar accounts for persons other than members of the Lanier family.
Of the shares shown in the table as beneficially owned by the Bank, the Bank
has sole voting power over 508,850 shares, shared voting power over 20,000
shares, sole investment power over 414,660 shares and shared investment
power over 113,290 shares. SunTrust Bank, Atlanta is a wholly-owned
subsidiary of SunTrust Banks of Georgia, Inc., which is a wholly-owned
subsidiary of SunTrust Banks, Inc. SunTrust Banks of Georgia, Inc. and
SunTrust Banks, Inc. may also be deemed beneficial owners of the shares
owned by SunTrust Bank, Atlanta. The Company has been advised by SunTrust
Bank, Atlanta, SunTrust Banks of Georgia, Inc. and SunTrust Banks, Inc. that
they disclaim any beneficial interest in any of such shares.
(5) WEDGE Capital Management has sole voting power and sole investment power
with respect to all such shares. This information was obtained from a
Schedule 13G dated January 28, 1999.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth as of August 13, 1999 the number of shares
of the Company's common stock beneficially owned by each director, by each
nominee for director and by all directors and executive officers as a group, and
the percentage of the Company's outstanding common stock represented by such
beneficial ownership. Such persons had sole voting and investment power with
respect to the shares listed except as otherwise noted.
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED (1) COMMON STOCK
- ------------------------ ------------ ------------
<S> <C> <C>
Ben B. Blount, Jr. 55,564 *
L. Wayne Brantley 37,227 *
Cecil D. Conlee 3,000 *
Tom Gallagher 2,000 *
R. Larry Johnson 27,386 *
J. Hicks Lanier 948,789(2) 12.23%
J. Reese Lanier 390,991(3) 5.04%
Knowlton J. O'Reilly 29,000 *
Clarence B. Rogers, Jr. 1,000 *
Robert E. Shaw 1,000 *
Robert C. Skinner 7,155 *
Helen B. Weeks 0 *
E. Jenner Wood 500 *
All Directors and Officers as a Group (13 Individuals) 1,503,612 19.39%
</TABLE>
- ---------------
* Less than 1%
(1) Includes all shares which may be acquired within 60 days after August 13,
1999 by the exercise of stock options under the Company's stock option plan
as follows: 12,000 shares by Mr. Blount, 17,000 shares by Mr. Brantley,
16,500 shares by Mr. Johnson, 17,000 shares by Mr. J. Hicks Lanier, 17,000
shares by Mr. O'Reilly and, 7,000 shares by Mr. Skinner. Does not include
shares beneficially owned by spouses and children of officers and directors,
and such officers and directors disclaim beneficial ownership of such
shares.
(2) See footnote 2 under "Beneficial Ownership of Common Stock."
(3) See footnote 3 under "Beneficial Ownership of Common Stock."
3
<PAGE> 6
ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES
The Board of Directors is divided into three classes that serve for
staggered three-year terms. The Company's Articles of Incorporation (the
"Articles") require that the number of directors be fixed in the Bylaws at a
number not less than nine, which number can be increased or decreased to not
less than nine by the Board or by a 75 % stockholder vote. A plurality of votes
cast is required to elect a member of the Board.
There are presently 10 directors. The Board has nominated Messrs. Cecil D.
Conlee, J. Reese Lanier and Knowlton J. O'Reilly for re-election as Class I
Directors to hold office until 2002. The terms of office of the Class I
Directors will expire at the 1999 Annual Meeting.
The Articles require that the number of directors must be so apportioned
among the classes as to make all classes as nearly equal in number as possible.
Accordingly, Classes I and II have three members each, and Class III currently
has four members. The directors in each class shall hold office until the annual
meeting of stockholders held in the year during which their term ends and until
their successors are elected and qualified.
If a nominee becomes unable to serve as a director, the proxies will be
voted for a substitute nominee or, in the discretion of the persons named in the
proxy, will not be voted in order to allow the position to remain vacant until
filled by the Board, or the Board will reduce the size of the full Board
pursuant to the Articles. The proxies cannot be voted for a greater number of
persons than the number of nominees named in this proxy statement. The Board of
Directors has no reason to believe that any nominee will be unable to serve as a
director.
The following table sets forth the name of each nominee and continuing
director, the year in which he or she was first elected a director, a brief
description of his or her principal occupation and business experience during
the last five years, his or her directorships (if any) with other companies and
his or her age as of August 25, 1999.
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
- ---- ---------- ----------------------- ---
<S> <C> <C> <C>
NOMINEES -- CLASS I DIRECTORS -- TERMS EXPIRE IN 2002
Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR Advisors, a real 63
estate advisory company, and he has held this
position since 1990. He was President of The
Conlee Company, a real estate advisory company,
from 1983 to 1990. From 1977 to 1983 he was
President of Cousins Properties, Inc., a real
estate development and investment company. He
is also a director of Central Parking
Corporation.
J. Reese Lanier(1) 1974 Mr. Lanier is self-employed in farming and 56
related businesses and has had this occupation
for more than five years.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
- ---- ---------- ----------------------- ---
<S> <C> <C> <C>
Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice President of 59
the Company since 1978.
CONTINUING -- CLASS II DIRECTORS -- TERMS EXPIRE IN 2000
J. Hicks Lanier(1) 1969 Mr. Lanier has been President of the Company 59
since 1977. In 1981, he was elected Chairman of
the Board of the Company. He is also a director
of Crawford & Company, Shaw Industries, Inc.,
Genuine Parts Company, and SunTrust Banks of
Georgia, Inc.
Tom Gallagher 1991 Mr. Gallagher is President of Genuine Parts 51
Company, a distributor of automotive
replacement parts, and has held this position
since 1990. He is also a director of Genuine
Parts Company and National Services Industries,
Inc.
Robert E. Shaw 1991 Mr. Shaw is Chairman of the Board and Chief 68
Executive Officer of Shaw Industries, Inc., a
manufacturer and seller of carpeting to
retailers and distributors.
CONTINUING -- CLASS III DIRECTORS -- TERMS EXPIRE IN 2001
Ben B. Blount, Jr. 1987 Mr. Blount has been Executive Vice President -- 60
Planning, Finance and Administration and Chief
Financial Officer of the Company since July of
1995. He had been Executive Vice
President -- Planning and Development of the
Company since 1986.
Clarence B. Rogers, Jr. 1995 Mr. Rogers became Chairman of the Executive 69
Committee of Equifax Inc. in May of 1999. He
was Chairman of the Board of Equifax Inc. from
January 1996 until May 1999. He was Chairman
and Chief Executive Officer of Equifax Inc.
from October 1992 until December 1995. Mr.
Rogers is a director of Equifax Inc., Sears,
Roebuck & Co., Dean Witter, Briggs & Stratton
Corporation, ChoicePoint, Inc., and Morgan
Stanley.
Helen Ballard Weeks 1998 Ms. Weeks founded Ballard Designs, Inc., a home 45
furnishing catalog business, in 1983. She
presently serves as its Chief Executive
Officer.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
- ---- ---------- ----------------------- ---
<S> <C> <C> <C>
E. Jenner Wood 1995 Mr. Wood has been Executive Vice President of 48
SunTrust Banks, Inc. since 1994. In 1994 he was
Executive Vice President -- Trust and
Investment Services of SunTrust Banks, Inc.
From 1991 until 1994 he was Executive Vice
President -- Trusts and Investments of SunTrust
Banks of Georgia, Inc. From 1990 until 1991 he
was Executive Vice President -- Corporate
Banking of SunTrust Bank, Atlanta. Mr. Wood is
a director of Cotton States Life Insurance Co.,
Cotton States Mutual Insurance Co., and
Crawford & Company.
</TABLE>
- ---------------
(1) J. Hicks Lanier and J. Reese Lanier are cousins.
CERTAIN COMMITTEES OF THE BOARD -- BOARD MEETINGS
Among the standing committees of the Board of Directors are the Stock
Option and Compensation Committee and the Audit Committee. The Board of
Directors has no standing nominating committee.
Members of the Stock Option and Compensation Committee at this time are
Messrs. Cecil D. Conlee, Clarence B. Rogers, Jr. and Robert E. Shaw. The
Committee establishes the compensation, including annual salary and an annual
individual program bonus, if any, for the Chairman of the Board and President of
the Company. The Committee met once during the 1999 fiscal year.
Members of the Audit Committee are Messrs. Tom Gallagher, J. Reese Lanier,
and E. Jenner Wood and Ms. Helen Ballard Weeks. The Committee reviews with
management, the Company's internal audit staff and independent certified public
accountants the scope and results of each year's audit of the Company's
financial condition, the Company's internal audit and financial controls, and
the Company's financial reporting activities. Both the internal auditors and the
independent certified public accountants periodically report to the Committee.
The Committee also makes recommendations to the full Board as to the appointment
of the independent certified public accountants. The Committee met twice during
the 1999 fiscal year.
DIRECTOR COMPENSATION
Directors who are also Company employees are not compensated for their
services as directors. Each non-employee director received a quarterly fee of
$4,000 for the first three quarters of fiscal 1999, $4,500 for the fourth
quarter of 1999 and a meeting fee of $1,000 for each meeting of the full Board
or any committee that he or she attends.
The Board of Directors held four meetings during the 1999 fiscal year. Mr.
Robert E. Shaw attended less than 75% of the aggregate number of meetings of the
Board. During the 1999 fiscal year all other directors attended 75% or more of
the meetings of the Board and the committees on which they served.
6
<PAGE> 9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table discloses compensation awarded to, earned by or paid
during the three preceding fiscal years to the Company's Chief Executive Officer
and its five other executive officers.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
AWARD
AWARD ---------- PAYOUTS
-------- RESTRICTED ---------
ANNUAL COMPENSATION STOCK STOCK LONG-TERM
------------------- OPTIONS AWARD INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) ($) PAYOUTS COMPENSATION(1)
- --------------------------- ---- -------- -------- -------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Hicks Lanier 1999 $451,427 $256,348 10,000 $ 0 $ 0 $7,263
Chairman of the Board & 1998 420,837 270,080 0 0 0 6,855
Chief Executive Officer 1997 407,060 150,000 25,000 0 0 7,062
Ben B. Blount, Jr. 1999 $370,887 $120,000 10,000 $ 0 $ 0 $7,625
Executive Vice President 1998 351,781 125,000 0 0 0 7,074
Planning, Finance and 1997 352,266 58,915 25,000 0 0 6,488
Administration and Chief
Financial Officer
L. Wayne Brantley 1999 $265,664 $ 17,500 10,000 $ 0 $ 0 $4,286
Group Vice President 1998 253,080 55,000 0 0 0 4,083
1997 243,477 26,724 25,000 0 0 4,256
R. Larry Johnson 1999 $242,450 $ 60,000 7,500 $ 0 $ 7,622(2) $4,781
Group Vice President 1998 231,455 90,000 0 0 7,622 3,741
1997 223,599 122,850 25,000 0 0 3,826
Knowlton J. O'Reilly 1999 $365,248 $194,205 10,000 $18,295 $ 0 $7,312
Group Vice President 1998 347,257 12,000 0 0 0 5,776
1997 351,349 79,318 25,000 0 0 6,272
Robert C. Skinner, Jr. 1999 $359,500 $110,000 10,000 $ 0 $ 0 $1,775
Group Vice President 1998 329,974 150,000 0 0 0 1,340
1997 313,851 35,405 25,000 0 0 1,247
</TABLE>
- ---------------
(1) All other compensation includes Excess Group Life Insurance in the amounts
of $7,041 for Mr. Lanier, $7,184 for Mr. Blount, $4,097 for Mr. Brantley,
$4,530 for Mr. Johnson, $7,090 for Mr. O'Reilly and $1,649 for Mr. Skinner.
It also includes the Company's share of Split Dollar Life Insurance in the
amounts of $222 for Mr. Lanier, $441 for Mr. Blount, $189 for Mr. Brantley,
$251 for Mr. Johnson, $222 for Mr. O'Reilly and $126 for Mr. Skinner.
(2) This is the second installment of the payout pursuant to an incentive grant
made to Mr. Johnson in 1995 under the Company's Long-Range Incentive Plan
for Executives. Under the Company's Long-Range Incentive Plan a shadow asset
account is created for certain key executives. If at the end of the
three-year term of the grant the executive's business unit meets or exceeds
return on asset goals established at the time of grant, the executive's
shadow asset account is adjusted accordingly and the executive is awarded an
amount equal to the increase in his shadow asset account. The payout of the
award is made in three installments and payment is contingent on continued
employment.
7
<PAGE> 10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
in the fiscal year to the named executive officers. The Company does not grant
stock appreciation rights.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------------- RATES OF STOCK PRICE
PERCENT OF TOTAL APPRECIATION FOR
OPTIONS/SARS OPTION TERM
GRANTED TO EXERCISE OR ---------------------
OPTIONS/SARS EMPLOYEES BASE PRICE 5%($) 10%($)
NAME GRANTED(#) IN FISCAL YEAR ($/SH) EXPIRATION DATE ($45.30) ($72.14)
- ---- ------------ ---------------- ----------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J. Hicks Lanier 10,000 8.49% 35.6563 July 13, 2008 96,437 364,837
Ben B. Blount, Jr. 10,000 8.49 35.6563 July 13, 2008 96,437 364,837
Knowlton J. O'Reilly 10,000 8.49 35.6563 July 13, 2008 96,437 364,837
L. Wayne Brantley 10,000 8.49 35.6563 July 13, 2008 96,437 364,837
R. Larry Johnson 7,500 6.37 35.6563 July 13, 2008 72,328 273,628
Robert C. Skinner, Jr. 10,000 8.49 35.6563 July 13, 2008 96,437 364,837
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning stock option/SAR
exercises in fiscal 1999 by the named executive officers and the value of their
unexercised options/SARs on May 28, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SHARES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME ON EXERCISE REALIZED FISCAL YEAR-END FISCAL YEAR-END
- ---- ----------- -------- ---------------------- ---------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
J. Hicks Lanier 0 $ 0 42,000 $157,188
18,000 100,625
Ben B. Blount, Jr. 5,000 87,032 22,000 103,125
18,000 100,625
L. Wayne Brantley 0 0 25,500 153,063
18,000 100,625
R. Larry Johnson 0 0 23,000 152,563
16,000 100,625
Knowlton O'Reilly 0 0 27,000 153,438
18,000 100,625
Robert C. Skinner, Jr. 5,000 56,094 17,000 52,813
18,000 100,625
</TABLE>
8
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Hicks Lanier, President and CEO of the Company, serves as a director of
Shaw Industries, Inc. Mr. Robert Shaw, President and CEO of Shaw Industries,
Inc., serves as a director of the Company and is a member of the Company's Stock
Option and Compensation Committee.
PENSION PLAN
The Company does not have a defined benefit retirement plan.
REPORT OF STOCK OPTION AND COMPENSATION COMMITTEE
The Stock Option and Compensation Committee of the Board of Directors is
presently composed of three directors, none of whom is an employee of the
Company. The Committee is responsible for administering the Company's employee
stock option and restricted stock plans. It is also responsible for setting the
salary for the Company's Chief Executive Officer. The Committee sets the bonus
opportunity amount for the Company's Chief Executive Officer under the Company's
Management Bonus Plan, and, if the Company achieves its performance targets, it
determines the individual performance bonus amount, if any, for the Company's
Chief Executive Officer. The Committee normally meets formally once a year and
informally through telephone meetings at other times during the year.
Compensation Study
During the spring and summer of 1997, the William M. Mercer Company
conducted a study of the Company's compensation programs for executives. Based
on the results of this study the Company revised its programs in several
significant ways. For certain senior executives the Company increased the
performance-related aspects of compensation, i.e., the bonus potential and stock
option awards. Also, in some instances salaries were increased. In light of
these changes the Committee implemented similar changes with respect to the
Company's Chief Executive Officer. The fiscal year just completed was the second
year after implementation of these changes.
Compensation Policy
The compensation policy of the Company is to pay for performance.
Compensation practices for all executives, including all of the executive
officers, are designed to encourage and reward the accomplishment of the
objectives of the Company which, if achieved, will enhance shareholder value.
Executive Compensation Program
The Company's executive compensation program has three main elements:
salary, bonus, and stock options. The compensation of virtually all of the
Company's executives is composed of these three elements.
A job grade is assigned to each position in the Company depending on the
responsibilities. For each job grade, a salary range is determined based on
compensation surveys. An individual's salary is determined by the person's job
grade and individual performance. The salary of each executive is set by the
Company's executive officers and group vice presidents. The salaries of the
executive officers, except the Chief Executive Officer, are determined by the
Chief Executive Officer.
9
<PAGE> 12
Each executive officer including the Chief Executive Officer participates
in the Company's Management Bonus Program. This program is designed to encourage
the achievement of the Company's profit objectives by rewarding executives when
these objectives are met or exceeded.
At the beginning of each fiscal year, return on net asset ("RONA") targets
are established for each business unit and the Company as a whole. If a business
unit's return on net assets for the fiscal year equals or exceeds a threshold
target and other requirements of the bonus plan are met, the individual will
earn a bonus. The bonus amount increases as the business unit's RONA increases
above the threshold target to a maximum amount. Also, if the threshold target is
met or exceeded, the bonus for the business unit is adjusted upward or downward
to reflect the business unit's sales increase or decrease. Finally, if the
threshold target is met or exceeded, an individual may receive an additional
bonus amount based on his or her individual accomplishments. This individual
performance element cannot exceed one hundred percent of the individual's earned
bonus.
The bonus paid, if any, to Mr. Blount and the corporate staff is based on
the Company's overall return on net assets. The bonus paid to Group Vice
Presidents -- Messrs. Brantley, Johnson, O'Reilly and Skinner, and other
executives is based on the return on net assets for the executive's business
unit or business units.
Messrs. Lanier, Blount, and the Group Vice Presidents set the bonus targets
for all other executives and approve individual performance bonuses. Mr. Lanier,
with the concurrence of the Committee, determines the targets and individual
performance bonuses for Mr. Blount and the Group Vice Presidents.
One of the recommendations of the compensation study was that key
executives of the Company be considered for stock option grants on a regular
basis. For the Company's Chief Executive Officer and the other executive
officers it was recommended that stock option grants be considered on a yearly
basis. The Committee adopted this recommendation and in July 1998 and again in
July 1999 awarded stock options to Messrs. Lanier, Blount and the Group Vice
Presidents as well as other executives of the Company. The Committee believes
that these grants more closely align the interests of the executives with those
of the Company's shareholders in that the executive will not receive value for
the grant unless the price of the stock increases.
Compensation of Chief Executive Officer
For the fiscal year which ended on May 30, 1997 and prior years, the
Company's Chief Executive Officer did not participate in the Company's
Management Bonus Program. With respect to these years the Committee annually
determined whether Mr. Lanier should receive a bonus and, if so, its amount.
Beginning with the fiscal year ending on May 29, 1998, Mr. Lanier did
participate in the Company's Management Bonus Program. For the fiscal year
ending on May 28, 1999, Mr. Lanier again participated in the Company's
Management Bonus Program. Since the Company achieved 70.6% of targeted results
for fiscal 1999 Mr. Lanier's earned bonus was $146,848.
In addition Mr. Lanier was eligible to receive an individual performance
bonus in a range from 0 to 100% of his earned bonus. In determining the amount
of this individual performance bonus the Committee took into account the
Company's record sales and earnings per share and increased return on
shareholders' equity to 16.8%. The Committee reviewed the strategic actions
taken by Mr. Lanier which included the continued redirection of the Company's
sourcing efforts to competitively priced overseas locations, the implementation
of information and manufacturing systems to improve service to customers and the
continuing reduction of expenses. Finally the Committee reviewed the individual
performance bonuses being given to the other
10
<PAGE> 13
executive officers of the Company. The Committee awarded Mr. Lanier an
individual performance bonus of 75% of his earned bonus, or $109,500, for a
total bonus of $256,348 for fiscal year 1999.
The Committee also reviewed Mr. Lanier's base salary. It considered the
same performance factors mentioned with respect to his bonus, including the
Company's record sales and earnings per share and the increase in return on
stockholders' equity. The Committee reviewed the salary increases being given to
the Company's other executive officers. Based on its assessment of these factors
the Committee increased Mr. Lanier's base salary to $436,800 annually effective
August 1, 1999. This represents a 4% increase in Mr. Lanier's base salary. (The
Committee notes that in addition to base salary Mr. Lanier participates in some
Company-provided benefit programs such as life insurance and the Executive
Savings Program which increase total base compensation as reported in the
Executive Compensation Table.)
The Committee determined that Mr. Lanier should continue to participate in
the Company's Management Bonus Program. Under this Program the earned portion of
Mr. Lanier's bonus (as well as the earned bonuses of other executives of the
Company) will be determined by the Company's total return on net assets against
predetermined targets. The threshold target, if achieved, would place the
Company's performance in approximately the 50th percentile of all apparel
companies; the midpoint target, if achieved would approximate the upper part of
the second quartile; and the maximum target, if achieved, should place the
Company's performance in the top quartile.
The Committee also determined an amount which will be paid to Mr. Lanier as
his earned bonus if the Company's RONA targets are achieved. Mr. Lanier's target
bonus amount for fiscal 2000 will be $216,320, an increase of 4% over the
preceding year. The amount of the bonus will be adjusted upward or downward
depending on whether the Company's midpoint RONA goal is met, but in no event
will a bonus be paid if the Company's results do not equal the threshold target.
If the Company's achieves the threshold return, Mr. Lanier's earned bonus will
be increased or decreased depending on the Company's sales compared to the prior
year. Except for this sales adjustment, Mr. Lanier's formula-derived bonus will
not increase above the amount earned at the maximum target level.
The Committee will continue to have the discretion to award Mr. Lanier an
individual performance bonus of up to 100% of his formula-derived bonus. When
considering the amount, if any, of such an individual performance bonus, the
Committee will evaluate the Company's sales, earnings and return on net assets,
its total return to stockholders, the Company's relative performance compared to
other apparel companies and Mr. Lanier's achievements during the year.
As noted earlier in July 1999 the Committee awarded stock options to the
Company's executive officers and other executives. Mr. Lanier was granted an
award of 10,000 shares. The Committee believes that this and previous stock
option grants provide incentive for Mr. Lanier to maximize the Company's
performance to the benefit of all shareholders.
Conclusion
The Committee believes that the Company's executive compensation program is
competitive and provides the appropriate mix of incentives to achieve the goals
of the Company. The achievement of these
11
<PAGE> 14
goals will enhance the profitability of the Company and provide sustainable
value to the Company's stockholders.
Respectfully submitted,
Cecil D. Conlee, Chairman
Clarence B. Rogers, Jr.
Robert E. Shaw
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's stock against the
cumulative total return of the S&P 500 Index and the S & P Apparel Index for the
period of five years commencing June 1994 and ending May 28, 1999. The
performance graph assumes an initial investment of $100 and reinvestment of
dividends.
<TABLE>
<CAPTION>
OXFORD INDUSTRIES, INC. S & P 500 INDEX S & P APPAREL
----------------------- --------------- -------------
<S> <C> <C> <C>
6/94 100 100 100
6/95 57 120 95
6/96 59 154 140
6/97 82 200 147
6/98 121 261 248
6/99 99 316 397
</TABLE>
CERTAIN TRANSACTIONS
SunTrust Banks, Inc., SunTrust Banks of Georgia, Inc. and SunTrust Bank,
Atlanta are principal stockholders of the Company (see "Beneficial Ownership of
Common Stock -- Principal Stockholders"
12
<PAGE> 15
above). Mr. E. Jenner Wood was Executive Vice President of SunTrust Banks, Inc.
during the fiscal year. During the fiscal year ending May 28, 1999, SunTrust
Bank, Atlanta made short-term loans to the Company under a line of credit
arrangement. The maximum amount of loans outstanding under this arrangement at
any time during the 1999 fiscal year was $50,000,000. SunTrust Bank, Atlanta
also issues letters of credit on the Company's behalf in connection with the
Company's purchases of imported goods. The greatest aggregate amount of
outstanding letters of credit issued by SunTrust Bank, Atlanta on the Company's
behalf during the 1999 fiscal year was $11,890,606. SunTrust Bank, Atlanta
charges fees of approximately .20 percent of the outstanding amount of each
letter of credit over a 360-day period. SunTrust Bank, Atlanta performs payroll
and stock transfer services for the Company. The foregoing transactions with
SunTrust Bank, Atlanta involve arm's length terms and conditions competitive
with those obtainable from comparable banking institutions.
APPOINTMENT OF AUDITORS
Acting on the recommendation of the Audit Committee, the Board of Directors
has appointed Arthur Andersen LLP, independent certified public accountants, as
auditors for the current year. Arthur Andersen LLP has served as auditors for
the Company since 1986. The Board of Directors considers such accountants to be
well qualified and recommends that the stockholders vote to ratify their
appointment. Stockholder ratification of the appointment of auditors is not
required by law; however, the Board of Directors considers the solicitation of
stockholder ratification to be in the Company's and stockholders' best
interests.
In view of the difficulty and expense involved in changing auditors on
short notice, should the stockholders not ratify the selection of Arthur
Andersen LLP, it is contemplated that the appointment of Arthur Andersen LLP for
the fiscal year ending June 2, 2000 will be permitted to stand unless the Board
of Directors finds other compelling reasons for making a change. Disapproval by
the stockholders will be considered a recommendation that the Board select other
auditors for the following year. A representative of Arthur Andersen LLP is
expected to attend the annual meeting. The representative will be given the
opportunity to make a statement if he desires to do so and is expected to be
available to respond to questions from stockholders.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended May 28, 1999,
including consolidated financial statements, has been mailed to stockholders.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company is
supplying brokers, dealers, banks and voting trustees, or their nominees, with
copies of this proxy statement and of the 1999 Annual Report for the purpose of
soliciting proxies from beneficial owners of the Company's common stock, and the
Company will reimburse such brokers and other record holders for their
reasonable out-of-pocket expenditures made in such solicitation. Proxies may be
solicited by employees of the Company by mail, telephone, telegraph and personal
interview. The Company does not presently intend to pay compensation to any
individual or firm for the solicitation of proxies. If management should deem it
necessary and appropriate, however, the Company may retain the services of an
outside individual or firm to assist in the solicitation of proxies.
13
<PAGE> 16
STOCKHOLDER PROPOSALS
Stockholders who wish to submit proposals to be included in the 2000 proxy
materials and to be voted upon at the 2000 Annual Meeting must do so by May 1,
2000. Any such proposal should be presented in writing to the Secretary of the
Company at the Company's principal offices.
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on October 5, 1998
will be presented to the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters should come before the meeting, however, the
persons named in the proxy will vote such proxy in accordance with their
discretion on such matters.
THOMAS C. CHUBB III
Secretary
14
<PAGE> 17
PROXY OXFORD INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 4, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned appoints J. HICKS LANIER, BEN B. BLOUNT, JR., and THOMAS C.
CHUBB III and each of them, proxies, with full power of substitution, for and in
the name of the undersigned, to vote all shares of the common stock of Oxford
Industries, Inc. that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held on Monday, October 4,
1999, at 3:00 p.m., local time, at the principal offices of Oxford Industries,
Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and at any adjournment
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 thereof.
Said persons are directed to vote as follows, and otherwise in their discretion
upon any other business:
1. Proposal to elect the three nominees listed below. If a nominee becomes
unable to serve, the proxy will be voted for a substitute nominee or will not
be voted in the discretion of said persons appointed above.
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed to the [ ] WITHHOLD AUTHORITY
right to vote for all nominees listed below
(except as marked to the contrary*)
</TABLE>
Nominees: Cecil D. Conlee, J. Reese Lanier and Knowlton J. O'Reilly
*INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Arthur Andersen LLP, independent
certified public accountants, as auditors for the fiscal year ending June 2,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued and to be signed on reverse)
(continued from other side)
Please sign and date below and return this proxy immediately in the enclosed
envelope, whether or not you plan to attend the annual meeting.
------------------------------
Signature
------------------------------
Signature if held jointly
Dated: , 1999
------------------
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.
IMPORTANT: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR.
