<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 2, 2000
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 2, 2000 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
1, 2001.
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on August 16, 2000
will be entitled to receive notice of and to vote at the meeting.
THOMAS C. CHUBB III
Secretary
Atlanta, Georgia
August 28, 2000
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 2, 2000
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
2, 2000 and any adjournment thereof. This proxy statement and the accompanying
proxy will be first mailed to stockholders on or about August 28, 2000.
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 16, 2000 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
7,623,715 shares outstanding on August 16, 2000.
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS
The following table shows as of August 16, 2000 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. 547,800(1) 7.19%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
J. Hicks Lanier 955,689(2) 12.54%
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
J. Reese Lanier 381,331(3) 5.0%
5275 Hutcheson Ferry Road
Whitesburg, GA 30185
SunTrust Bank, Atlanta 497,753(4) 6.53%
SunTrust Plaza
P.O. Box 4655
Atlanta, GA 30302
WEDGE Capital Management, LLP 743,400(5) 9.75%
One First Union Center
301 South College Street, Suite 2920
Charlotte, NC 28202
</TABLE>
---------------
(1) Dimensional Fund Advisors Inc. has sole voting and sole investment power
with respect to all such shares. This information was obtained from a
Schedule 13G dated February 3, 2000.
(2) The shares shown as beneficially owned by Mr. J. Hicks Lanier include (i)
238,817 shares held of record by Mr. Lanier with respect to which he has
sole voting and sole investment power, (ii) 170,000 shares held by a
charitable foundation of which Mr. Lanier is a trustee and with respect to
which he has sole voting 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 and sole investment power, and (iv) 26,000 shares which may
be acquired within 60 days after August 16, 2000 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
342,740 shares held of record by Mr. J. Reese Lanier with respect to which
he has sole voting and sole investment power and 38,591 shares
2
<PAGE> 5
held by a charitable foundation with respect to which Mr. J. Reese Lanier
has sole voting and sole investment power.
(4) The shares shown as beneficially owned by SunTrust Bank, Atlanta include (i)
471,408 shares beneficially owned by or held in trusts or similar accounts
for various members of the Lanier family, and (ii) 26,345 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 477,753 shares, shared voting power over
20,000 shares, sole investment power over 439,448 shares and shared
investment power over 56,600 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 and sole investment power with
respect to all such shares. This information was obtained from a Schedule
13G dated January 13, 2000.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth as of August 16, 2000 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........................................... 64,404 *
L. Wayne Brantley........................................... 46,227 *
Cecil D. Conlee............................................. 4,000 *
Tom Gallagher............................................... 2,000 *
R. Larry Johnson............................................ 26,384 *
J. Hicks Lanier............................................. 955,689(2) 12.54%
J. Reese Lanier............................................. 381,331(3) 5.0%
Knowlton J. O'Reilly........................................ 38,000 *
Clarence B. Rogers, Jr...................................... 1000 *
Robert E. Shaw.............................................. 1000 *
Robert C. Skinner........................................... 16,155 *
Helen B. Weeks.............................................. 0 *
E. Jenner Wood.............................................. 500 *
All Directors and Officers as a Group (14 Individuals)...... 1,538,190 20.18%
</TABLE>
---------------
* Less than 1%
(1) Includes all shares which may be acquired within 60 days after August 16,
2000 by the exercise of stock options under the Company's stock option plan
as follows: 21,000 shares by Mr. Blount, 26,000 shares by Mr. Brantley,
14,500 shares by Mr. Johnson, 26,000 shares by Mr. J. Hicks Lanier, 26,000
shares by
3
<PAGE> 6
Mr. O'Reilly and 16,000 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."
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. Tom
Gallagher, J. Hicks Lanier and Robert E. Shaw for re-election as Class II
Directors to hold office until 2003. The terms of office of the Class II
Directors will expire at the 2000 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 28, 2000.
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
---- ---------- ----------------------- ---
<S> <C> <C> <C>
NOMINEES -- CLASS II DIRECTORS -- TERMS EXPIRE IN 2003
Tom Gallagher 1991 Mr. Gallagher is President of Genuine 52
Parts Company, a distributor of
automotive replacement parts,
industrial products, office supplies
and electrical and electronic parts,
and has held this position since 1990.
He is also a director of Genuine Parts
Company and National Services
Industries, Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
---- ---------- ----------------------- ---
<S> <C> <C> <C>
J. Hicks Lanier(1) 1969 Mr. Lanier has been President of the 60
Company 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.
Robert E. Shaw 1991 Mr. Shaw is Chairman of the Board and 69
Chief 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 61
President -- Planning, Finance and
Administration and Chief Financial
Officer of the Company since July of
1995.
Clarence B. Rogers, Jr. 1995 Mr. Rogers became Chairman of the 70
Executive 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, 46
Inc., a home furnishing catalog
business, in 1983. She presently
serves as its Chief Executive Officer.
E. Jenner Wood 1995 Mr. Wood has been Executive Vice 49
President of SunTrust Banks, Inc.
since 1994. Mr. Wood is a director of
Cotton States Life Insurance Co,
Cotton States Mutual Insurance Co.,
and Crawford & Company.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIPS AGE
---- ---------- ----------------------- ---
<S> <C> <C> <C>
CONTINUING -- CLASS I DIRECTORS -- TERMS EXPIRE IN 2002
Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR 64
Advisors, a real estate advisory
company, and he has held this position
since 1990. He is also a director of
Central Parking Corporation.
J. Reese Lanier(1) 1974 Mr. Lanier is self-employed in farming 57
and related businesses and has had
this occupation for more than five
years.
Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice 60
President of the Company since 1978.
</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 a target
bonus, if any, for the Chairman of the Board and President of the Company. The
Committee met once during the 2000 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 2000 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
$4,500 for the first three quarters of fiscal 2000, $5,000 for the fourth
quarter of 2000 and a meeting fee of $1,000 for each meeting of the full Board
or any committee that he or she attends.
The Board of Directors held four meetings during the 2000 fiscal year.
During the 2000 fiscal year, Ms. Helen Ballard Weeks and Mr. Robert E. Shaw
attended less than 75% of the aggregate number of meetings of the Board and
meetings of the committees on which they served. During the 2000 fiscal year,
all other directors attended 75% or more of the meetings of the Board and the
committees on which they served.
6
<PAGE> 9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table discloses compensation awarded to, earned by or paid
during the three preceding fiscal years to the Company's Chief Executive Officer
and its five other executive officers.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
AWARD AWARD PAYOUTS
-------- ---------- ---------
ANNUAL COMPENSATION STOCK RESTRICTED LONG-TERM ALL
------------------- OPTIONS STOCK INCENTIVE OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) ($) PAYOUTS COMPENSATION(1)
--------------------------- ---- -------- -------- -------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Hicks Lanier 2000 $468,258 $177,555 10,000 $ 0 $ 0 $7,107
Chairman of the Board & 1999 451,427 256,348 10,000 0 0 7,263
Chief Executive Officer 1998 420,837 270,080 0 0 0 6,855
Ben B. Blount, Jr. 2000 $382,293 $ 83,475 10,000 $ 0 $ 0 $7,742
Executive Vice President 1999 370,887 120,000 10,000 0 0 7,625
Planning, Finance and 1998 351,781 125,000 0 0 0 7,074
Administration and
Chief Financial Officer
L. Wayne Brantley 2000 $278,974 $ 47,845 10,000 $ 0 $ 0 $4,612
Group Vice President 1999 265,664 17,500 10,000 0 0 4,286
1998 253,080 55,000 0 0 0 4,083
R. Larry Johnson 2000 $248,126 $ 5,780 7,500 $ 0 $7,622(2) $6,526
Group Vice President 1999 242,450 60,000 7,500 0 7,622 4,781
1998 231,455 90,000 0 0 7,622 3,741
Knowlton J. O'Reilly 2000 $395,972 $305,100 10,000 $ 0 $ 0 $5,931
Group Vice President 1999 365,248 194,205 10,000 18,295 0 7,312
1998 347,257 12,000 0 0 0 5,776
Robert C. Skinner, Jr. 2000 $380,500 $ 25,000 10,000 $ 0 $ 0 $1,366
Group Vice President 1999 359,500 110,000 10,000 0 0 1,775
1998 329,974 150,000 0 0 0 1,340
</TABLE>
---------------
(1) All other compensation includes Excess Group Life Insurance in the amounts
of $5,418 for Mr. Lanier, $5,655 for Mr. Blount, $2,641 for Mr. Brantley,
$3,574 for Mr. Johnson, $5,638 for Mr. O'Reilly and $1,292 for Mr. Skinner.
It also includes the Company's share of Split Dollar Life Insurance in the
amounts of $293 for Mr. Lanier, $327 for Mr. Blount, $232 for Mr. Brantley,
$391 for Mr. Johnson, $293 for Mr. O'Reilly and $74 for Mr. Skinner.
Finally, it includes matching contributions to the Company's 401(k)
Retirement Savings Plan in the amounts of $1,396 for Mr. Lanier, $1,760 for
Mr. Blount, $1,739 for Mr. Brantley and $2,561 for Mr. Johnson.
(2) This is the third and final installment of the payout pursuant to an
incentive grant made to Mr. Johnson in 1995 under the Company's Long-Range
Incentive Plan for Executives. Under the Company's Long-Range Incentive Plan
a shadow asset account is created for certain key executives. If at the end
of the three-year term of the grant the executive's business unit meets or
exceeds return on asset goals established at the time of grant, the
executive's shadow asset account is adjusted accordingly and the executive
is awarded an amount equal to the increase in his shadow asset account. The
payout of the award is made in three installments and payment is contingent
on continued employment.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
in the fiscal year to the named executive officers. None of the named executive
officers were granted stock appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF RATES OF STOCK PRICE
NUMBER OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS OPTION TERM
UNDERLYING GRANTED TO EXERCISE OR ---------------------
OPTIONS EMPLOYEES BASE PRICE 5%($) 10%($)
NAME GRANTED(#) IN FISCAL YEAR ($/SH) EXPIRATION DATE ($45.41) ($72.30)
---- ---------- -------------- ----------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J. Hicks Lanier 10,000 8.69% 27.875 July 12, 2009 175,350 444,250
Ben B. Blount, Jr. 10,000 8.69 27.875 July 12, 2009 175,350 444,250
Knowlton J. O'Reilly 10,000 8.69 27.875 July 12, 2009 175,350 444,250
L. Wayne Brantley 10,000 8.69 27.875 July 12, 2009 175,350 444,250
R. Larry Johnson 7,500 6.52 27.875 July 12, 2009 131,513 333,188
Robert C. Skinner, Jr. 10,000 8.69 27.875 July 12, 2009 175,350 444,250
</TABLE>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table provides information concerning stock option exercises
in fiscal 2000 by the named executive officers and the value of their
unexercised options on June 2, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SHARES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT OPTIONS 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 17,000 $0
28,000 0
Ben B. Blount, Jr. 0 0 12,000 0
28,000 0
L. Wayne Brantley 0 0 17,000 0
28,000 0
R. Larry Johnson 10,000 35,000 6,500 0
23,500 0
Knowlton O'Reilly 0 0 17,000 0
28,000 0
Robert C. Skinner, Jr. 0 0 7,000 0
28,000 0
</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. Mr. Tom Gallagher, President of Genuine Parts
Company, serves as a director of the Company. Mr. Hicks Lanier serves as a
director of Genuine Parts Company and is a member of its Compensation Committee.
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 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. The Committee then implemented similar
changes with respect to the Company's Chief Executive Officer. The 2000 fiscal
year was the third 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, should 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 of the position. 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.
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, a target bonus level is established
for each employee eligible to participate in the Management Bonus Program. In
addition, a "threshold" return on net assets ("RONA"), a
9
<PAGE> 12
"target" RONA and a "maximum" RONA are established for each business unit and
the Company as a whole.
The threshold RONA must be met before any bonus is earned. If a business
unit's RONA for the fiscal year equals or exceeds the threshold RONA, and other
requirements of the bonus plan are met, eligible participants will earn a bonus.
The bonus amount increases as the business unit's RONA increases above the
threshold RONA, up to the maximum RONA. Also, if the threshold RONA 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. Each RONA level may be
adjusted by up to plus or minus 25% for the applicable business unit's sales
increase or decrease from the prior year.
Finally, if the threshold RONA 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 RONA. The bonus paid
to Group Vice Presidents, Messrs. Brantley, Johnson, O'Reilly and Skinner, and
other executives is based on the RONA for the executive's business unit or
business units.
Messrs. Lanier, Blount, and the Group Vice Presidents set the target bonus
levels for all other executives and approve individual performance bonuses. Mr.
Lanier, with the concurrence of the Committee, determines the bonus 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 again adopted this recommendation and in July 2000 awarded
stock options to Messrs. Lanier, Blount and the Group Vice Presidents, as well
as to 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 ending on June 2, 2000, Mr. Lanier's target bonus
amount under the Company's Management Bonus Program was $216,320. Since the
Company achieved 51.3% of targeted results for fiscal 2000, Mr. Lanier's earned
bonus was $110,972.
In addition to his earned bonus, 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 financial performance relative to the results of
other publicly traded apparel companies. The Committee reviewed the strategic
actions taken by Mr. Lanier to improve the future profitability and growth
prospects of the Company, including the establishment of several new marketing
initiatives. The Committee also considered Mr. Lanier's role in the
implementation of information and manufacturing systems to improve customer
service and delivery performance. Finally, the Committee reviewed the individual
performance bonuses being given to the other executive officers of the Company.
Based on these considerations, the Committee awarded Mr. Lanier an individual
performance bonus of 60% of his earned bonus, or $66,583, for a total bonus of
$177,555 for fiscal year 2000.
The Committee also reviewed Mr. Lanier's base salary. It considered the
same performance factors mentioned with respect to his bonus. The Committee also
reviewed the salary increases being given to the
10
<PAGE> 13
Company's other executive officers. Based on its assessment of these factors,
the Committee increased Mr. Lanier's base salary to $457,000 annually effective
August 1, 2000. This represents a 4.6% 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 for fiscal 2001. The Committee also
determined that Mr. Lanier's target bonus for fiscal 2001 will be $227,100, an
increase of 5% over the preceding year. 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 2000 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.
Code Section 162(m) Implications for Executive Compensation
It is the responsibility of the Committee to address the issues raised by
Section 162(m) of the Internal Revenue Code of 1986. This Section limits the
Company's annual deduction to $1,000,000 for compensation paid to its chief
executive officer and to the next four most highly compensated executives of the
Company. Certain compensation that qualifies as performance-based or that meets
other requirements under the Code may be exempt from the Code Section 162(m)
limit. In that regard, the Committee continues to carefully consider the impact
of that tax code provision. Given the Company's current level of executive
compensation, no further action is required at this time.
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 goals should 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
11
<PAGE> 14
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 1995 and ending June 2, 2000. The
performance graph assumes an initial investment of $100 and reinvestment of
dividends.
Performance Graph
<TABLE>
<CAPTION>
OXFORD INDUSTRIES, INC. S & P 500 INDEX S & P APPAREL
----------------------- --------------- -------------
<S> <C> <C> <C>
6/95 100.00 100.00 100.00
6/96 105.00 128.00 146.00
6/97 144.00 166.00 154.00
6/98 213.00 217.00 259.00
6/99 175.00 263.00 416.00
6/00 102.00 290.00 358.00
</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" above). Mr. E. Jenner Wood was Executive
Vice President of SunTrust Banks, Inc. during the fiscal year. During the fiscal
year ending June 2, 2000, 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 2000 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 2000 fiscal year was
$2,310,656. SunTrust Bank, Atlanta charges fees of approximately .35 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.
12
<PAGE> 15
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 1, 2001 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 June 2, 2000,
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 2000 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.
STOCKHOLDER PROPOSALS
Stockholders who wish to submit proposals to be included in the 2001 proxy
materials and to be voted upon at the 2001 Annual Meeting must do so by April
30, 2001. 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 4, 1999
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
13
<PAGE> 16
PROXY OXFORD INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 2, 2000
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 2,
2000, 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 (except as marked to the to vote for all nominees listed below
contrary*)
</TABLE>
Nominees: Tom Gallagher, J. Hicks Lanier and Robert E. Shaw
*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 1,
2001.
[ ] 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: , 2000
------------------------
IMPORTANT: Please date this
proxy and sign exactly as your
name or names appear. If
shares are jointly owned, both
owners should sign. If signing
as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If signing as a
corporation, please sign in
full corporate name by
President or other authorized
officer. If signing as a
partnership, please sign in
partnership name by authorized
person.
