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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:
/ / 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
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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1996
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 7, 1996 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 May
30, 1997.
(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, 1996
will be entitled to receive notice of and to vote at the meeting.
DAVID K. GINN
Secretary
Atlanta, Georgia
August 30, 1996
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.
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OXFORD INDUSTRIES, INC.
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1996
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
7, 1996 and any adjournment thereof. This proxy statement and the accompanying
proxy will be first mailed to stockholders on or about August 30, 1996.
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, 1996
will be 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 8,704,721 shares outstanding on August 16, 1996.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS
The following table shows as of August 16, 1996 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.
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OWNED COMMON STOCK
- ------------------------------------------------------------------- ------------ ------------
Helen S. Lanier 484,515(1) 5.6%
c/o Trust Department
SunTrust Bank, Atlanta
P. O. Box 4625
Atlanta, GA 30302
J. Hicks Lanier 932,053(2) 10.7%
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
SunTrust Bank, Atlanta 2,007,607(3) 23.1%
SunTrust Plaza
Atlanta, GA 30302
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(1) The shares beneficially owned by Mrs. Helen S. Lanier include (i) 46,642
shares held by Mrs. Lanier in a trust account with SunTrust Bank, Atlanta,
with respect to which she shares investment and voting powers with the
Bank, (ii) 312,828 shares held by a trust for Mrs. Lanier with respect to
which she has sole voting power, (iii) 109,455 shares held by seven trusts
for Mrs. Lanier's grandchildren with respect to which she shares voting
power, and (iv) 15,590 shares held by a charitable foundation of which Mrs.
Lanier serves as one of three trustees that share voting and investment
powers.
(2) The shares beneficially owned by Mr. J. Hicks Lanier include (i) 240,290
shares held of record by Mr. Lanier with respect to which he has sole
voting and investment powers, (ii) 41,591 shares held by a charitable
foundation of which Mr. Lanier is a trustee and has sole voting power and
shared investment power, (iii) 632,172 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
shared investment power, and (iv) 18,000 shares which may be acquired
within 60 days after August 16, 1996 by the exercise of stock options under
the Company's stock option plan. Not included in the table are 393,573
shares which are held by the estate of Mr. Sartain Lanier but which will be
transferred to the charitable foundation of which Mr. Lanier is a trustee
upon probation of Mr. Sartain Lanier's estate.
(3) The shares beneficially owned by SunTrust Bank, Atlanta include (i)
1,953,863 shares beneficially owned by or held in trusts or similar
accounts for various members of the Lanier family (including most of the
shares shown in the table as beneficially owned by the other principal
stockholders, both of whom are members of the Lanier family), and (ii)
53,744 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
1,177,339 shares, shared voting power over 176,097 shares, sole investment
power over 1,540,923 shares and shared investment power over 425,093
shares. SunTrust
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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.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN RELATIVES
Messrs. J. Hicks Lanier and J. Reese Lanier are directors of the Company
and are related (see footnote 1 under "Election of Directors" below). As of
August 16, 1996, these persons beneficially owned 1,328,634 shares, or 15.3%, of
the Company's common stock. Messrs. J. Hicks Lanier, J. Reese Lanier and Mrs.
Helen S. Lanier are related and, inclusive of charitable foundations, trusts and
similar accounts for such persons, and the estate of Mr. Sartain Lanier,
beneficially owned an aggregate of 2,206,722 shares, or 25.4%, of the Company's
common stock as of August 16, 1996.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY OFFICERS AND DIRECTORS
The following table sets forth as of August 16, 1996 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 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.
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED (1) COMMON STOCK
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Ben B. Blount, Jr. 43,208 *
Cecil D. Conlee 2,500 *
John B. Ellis 5,000 *
Tom Gallagher 2,000 *
Clifford M. Kirtland, Jr. 3,000 *
J. Hicks Lanier 932,053(2) 10.7%
J. Reese Lanier 396,581(3) 4.6%
R. William Lee, Jr. 117,370(4) 1.3%
Knowlton J. O'Reilly 24,000 *
Clarence B. Rogers, Jr. 1,000 *
Robert E. Shaw 1,000 *
E. Jenner Wood 500 *
All Directors and Officers as a Group (12 Individuals) 1,528,212 17.6%
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* Less than 1%
(1) Includes all shares which may be acquired within 60 days after August 16,
1996 by the exercise of stock options under the Company's stock option plan
as follows: 12,000 shares by Mr. Blount, 12,000 shares by Mr. O'Reilly and
18,000 shares by Mr. J. Hicks Lanier. 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".
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(3) The shares shown as beneficially owned by Mr. J. Reese Lanier include
357,990 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 shared investment power.
(4) The shares shown as beneficially owned by Mr. R. William Lee, Jr. include
(i) 107,370 shares held of record by Mr. Lee with respect to which he has
sole voting and investment power, and (ii) 10,000 shares held by a
charitable foundation of which Mr. Lee is a trustee.
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 12 directors, with two current directors, Messrs.
Clifford M. Kirkland, Jr. and R. William Lee, Jr., not standing for re-election.
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 1999. The
terms of office of the Class I Directors will expire at the 1996 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.
According, J. Reese Lanier, who was renominated and elected as a Class III
Director in fiscal 1996, has been moved to Class I Director and has been
renominated for fiscal 1997 to maintain an appropriate proportion of number of
directors in each class. Therefore, Classes I and III each have three members
and Class II 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 will not be voted in order to allow the
position to remain vacant until filled by the Board, in the discretion of the
persons named in the proxy; 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.
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The following table sets forth the name of each nominee and continuing
director, the year in which he was first elected a director, a brief description
of his principal occupation and business experience during the last five years,
his directorships (if any) with other companies and his age as of August 30,
1996.
YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIP AGE
- ------------------------------- ---------- --------------------------------------------- ---
NOMINEES -- CLASS I DIRECTORS -- TERMS EXPIRE IN 1999
Cecil D. Conlee 1985 Mr. Conlee is Chairman of CGR Advisors, a 60
real estate advisory company, and 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 53
related businesses and has had this
occupation for more than five years.
Knowlton J. O'Reilly 1987 Mr. O'Reilly has been Group Vice President of 56
the Company since 1978.
CONTINUING -- CLASS II DIRECTORS -- TERMS EXPIRE IN 1997
John B. Ellis 1986(2) Mr. Ellis is a private investor. He was 72
Senior Vice President -- Finance and
Treasurer of Genuine Parts Company, a
distributor of automotive replacement parts,
from 1983 to 1985. He is also a director of
Flowers Industries, Inc., Hughes Supply,
Inc., Intermet Corporation,
Interstate/Johnson Lane, Inc., Integrity,
Inc., United TransNet, Inc. and UAP Inc.
(Canada).
J. Hicks Lanier(1) 1969 Mr. Lanier has been President of the Company 56
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 48
Company, a distributor of automotive
replacement parts, and has held this position
since 1990. He is also a director of Genuine
Parts Company.
Robert E. Shaw 1991 Mr. Shaw is Chief Executive Officer and 65
Chairman of the Board of Shaw Industries,
Inc., a manufacturer and seller of carpeting
to retailers and distributors.
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YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED BUSINESS EXPERIENCE,
NAME DIRECTOR AND OTHER DIRECTORSHIP AGE
- ------------------------------- ---------- --------------------------------------------- ---
CONTINUING -- CLASS III DIRECTORS -- TERMS EXPIRE IN 1998
Ben B. Blount, Jr. 1987 Mr. Blount has been Executive Vice 57
President -- 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 has been Chairman of Equifax Inc. 66
since 1992. He was Chief Executive Officer of
Equifax Inc. from 1989 until January 1, 1996.
He was President of Equifax Inc. from 1989
until 1992. Mr. Rogers is a director of
Sears, Roebuck & Co., Dean Witter, Discover &
Co., and Briggs & Stratton Corporation and
Teleport Communications Group.
E. Jenner Wood 1995 Mr. Wood has been Executive Vice President of 45
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. and Cotton
States Mutual Insurance Co.
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(1) J. Hicks Lanier and J. Reese Lanier are cousins.
(2) Mr. Ellis served as a director for the period 1960 to 1974 and was
re-elected as a director in 1986.
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. Clifford M. Kirtland, Jr., Cecil D. Conlee, Clarence B. Rogers, Jr. and
Robert E. Shaw. The Committee establishes the compensation, including annual
salary and an annual discretionary bonus, if any, for the Chairman of the Board
and President of the Company. The Committee met once during the 1996 fiscal
year.
Members of the Audit Committee are Messrs. John B. Ellis, Tom Gallagher,
Clifford M. Kirtland, Jr. and E. Jenner Wood. The Committee reviews with
management and with 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
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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 1996 fiscal
year.
DIRECTOR COMPENSATION
Directors who are also Company employees are not compensated for their
services as directors. Each non-employee director receives a quarterly fee of
$3,500 and a meeting fee of $750 for each meeting of the full Board or any
committee that he attends.
The Board of Directors held four meetings during the 1996 fiscal year.
During the 1996 fiscal year Mr. Robert E. Shaw attended less than 75% of the
aggregate number of meetings of the Board and the committees on which he served.
All other directors attended 75% or more of the meetings of the Board and the
committees on which they served.
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 two other executive officers.
LONG-TERM
COMPENSATION
------------------------
PAYOUTS
AWARDS --------
------------- LONG-
ANNUAL COMPENSATION STOCK TERM
------------------- OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) PAYOUTS COMPENSATION(1)
- --------------------------------- ----- -------- -------- ------------- -------- ---------------
J. Hicks Lanier 1996 $368,444 $ 0 0 $ 0 $ 6,323
Chairman of the Board & Chief 1995 364,000 0 25,000 0 5,048
Executive Officer 1994 336,000 100,000 0 0 3,588
Ben B. Blount, Jr. 1996 $309,312 $ 0 0 $ 0 $ 5,492
Executive Vice President -- 1995 279,520 0 10,000 0 4,958
Planning, Finance and 1994 260,879 40,000 0 0 3,752
Administration and Chief
Financial Officer
Knowlton J. O'Reilly 1996 $312,424 $ 30,809 0 $ 0 $ 5,361
Group Vice President 1995 299,200 0 10,000 0 5,185
1994 284,000 0 0 0 11,949
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(1) All other compensation includes Excess Group Life Insurance in the amounts
of $5,913 for Mr. Lanier, $4,897 for Mr. Blount, and $4,951 for Mr.
O'Reilly. It also includes the Company's share of Split Dollar Life
Insurance in the amounts of $410 for Mr. Lanier, $595 for Mr. Blount, and
$410 for Mr. O'Reilly.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options in the last fiscal year. The
Company does not grant stock appreciation rights.
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 1996 by the named executive officers and the value of their
unexercised options/SARs on May 31, 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
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
J. Hicks Lanier......................... 12,000 $126,000 9,000 $12,250
28,000 24,500
Ben B. Blount, Jr....................... 4,000 39,750 8,000 18,375
12,000 12,250
Knowlton J. O'Reilly.................... 12,000 123,750 8,000 18,375
12,000 12,250
LONG TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
In Fiscal 1994, the Stock Option and Compensation Committee of the Board of
Directors adopted the Oxford Industries, Inc. Executive Officers' Long-Range
Incentive Plan. This plan compensates executive officers if the Company
generates a strong return on equity. The term of these awards is three years.
The Executive Officers' Long-Range Incentive Plan works as follows. At the
end of each grant year, the actual return on shareholders' equity will be
calculated by dividing total after-tax profits for the year by the average of
beginning and ending shareholders' equity for the year. If, at the end of the
first grant year, the return on shareholders' equity exceeds the standard return
(as described below), the Shadow Asset Base (as described below) will be
increased by an amount equal to the product obtained by multiplying the Shadow
Asset Base times the amount of such excess. If the standard return on
shareholders' equity exceeds the actual return on shareholders' equity, the
Shadow Asset Base will be decreased by an amount equal to the product obtained
by multiplying the Shadow Asset Base times such excess.
At the end of the second and third grant years, the Shadow Asset Base (as
adjusted at the end of the previous year) will be further adjusted in the same
manner as that provided for the end of the first grant year. If the adjusted
Shadow Asset Base at the end of the third grant year exceeds the amount of the
Shadow Asset Base as originally granted, the participant will be entitled to a
cash award equal to the amount of such excess, provided that the participant is
an employee at the time of payment. One third of the award shall be paid
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within ninety (90) days after the end of the third grant year. The remaining two
thirds will be paid in two equal annual installments on the first and second
anniversary of the initial payment.
In 1993, pursuant to this plan, awards were made to Messrs. Lanier and
Blount. The awards expired as of the end of the fiscal 1996 year with no value
payable to either because the Company's return on stockholders' equity during
the three-year term of the awards did not meet the required threshold. Neither
Messrs. Lanier nor Blount have received a subsequent award under the plan.
Mr. O'Reilly and a small group of key executives participate in the Oxford
Industries, Inc. Long-Range Incentive Plan. This plan is similar to the above
plan in that the Chief Executive Officer and the Executive Vice President
establish a shadow asset account for each participant and establish a return on
assets payout threshold. At the end of each fiscal year during the three year
term of the award a participant's account is adjusted to reflect the actual
return on assets for his business unit as compared with the threshold. At the
end of the term the original shadow asset account figure is subtracted from the
adjusted shadow asset account figure and the participant is awarded the gain, if
any. The gain is then paid over a three year period, subject to continued
employment of the participant. Mr. O'Reilly did not receive an award in 1994,
1995 or 1996. Mr. O'Reilly received an award in 1993, but because his business
units' performance was below the threshold during the three year term of the
award, the award expired with no value.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. J. Hicks Lanier, President and CEO of the Company, serves as a director
of Shaw Industries, Inc. Mr. Robert E. 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. Executive
officers of the Company are not permitted to participate in either of the
Company's two defined contribution retirement plans.
REPORT OF STOCK OPTION AND COMPENSATION COMMITTEE
The Stock Option and Compensation Committee of the Board of Directors is
presently composed of four directors, none of whom is an employee of the
Company. The Committee is responsible for administering the Company's stock
option plan for executives. It is also responsible for setting the salary and
bonus for the Company's Chief Executive Officer and for reviewing the Chief
Executive Officer's recommendations for the salary and bonus levels of the
Company's other executive officers. The Committee normally meets formally once a
year and informally through telephone meetings at other times during the year.
Compensation Policy
The compensation policy of the Company is to pay for performance.
Compensation practices for all executives, including all of the executive
officers, is 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 elements: salary,
bonus and stock options. With the exception of two long-term incentive plans
which reward the Company's executive officers and select
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key executives, respectively, the compensation of most 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. Each job grade has a salary range which is based on salary
surveys. An individual's salary is set within the range and is based on that
person's individual performance and responsibilities. The salaries of each
executive are determined annually by the Company's executive officers. The
salaries of the executive officers, except the Chief Executive Officer, are
determined annually by the Chief Executive Officer and then reviewed by the
Committee.
Each executive officer, except 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.
In order for any bonus to paid, the executive's business unit must achieve
a minimum return on assets. If the business unit's return on assets exceeds the
minimum level, the amount of the bonus is increased. If the minimum profit
levels are achieved, an executive may receive a discretionary bonus with the
totals of all discretionary bonuses not to exceed 50% of the non-discretionary
bonus.
The bonus paid, if any, to Mr. Blount and the corporate staff is based on
the Company's overall return on assets. The bonus paid to other executives is
based on the return on assets for the division employing the individual or in
the case of Mr. O'Reilly, the return on assets of the Ladieswear Group divisions
reporting to him.
Messrs. Lanier, Blount, and O'Reilly set the discretionary bonus levels of
all other executives. Mr. Lanier, with the concurrence of the Committee, sets
the discretionary bonuses for Messrs. Blount and O'Reilly.
The final element of executive compensation is the stock option program.
Based on recommendations by the Company's Chief Executive Officer, the Committee
grants stock options to certain executives in order to motivate these
individuals to achieve longer term results that are recognized by the
marketplace. Participants in the program are given the opportunity to buy
Company stock at its fair market value on the date of grant. Because a stock
option has no value unless the price of the Company's stock increases, there is
no reward to the executive without a concurrent reward to all stockholders.
Mr. O'Reilly and a small group of key executives participate in the Oxford
Industries, Inc. Long-Range Incentive Plan. Under this plan the Chief Executive
Officer and the Executive Vice President establish a shadow asset account for
each participant and establish a return on assets payout threshold. At the end
of each fiscal year during the three year term of the award a participant's
account is adjusted to reflect the actual return on assets for his business unit
as compared with the threshold. At the end of the term the original shadow asset
account figure is subtracted from the adjusted shadow asset account figure and
the participant is awarded the gain, if any. The gain is then paid over a three
year period, subject to continued employment of the participant.
In August 1993 the Committee adopted the Oxford Industries, Inc. Executive
Officers' Long-Range Incentive Plan. This plan, which is administered by the
Stock Option and Compensation Committee, is similar to the plan for division
presidents, except that there is a return on shareholders' equity threshold. The
Committee awarded shadow asset bases of $1,000,000 for Mr. Lanier and $500,000
for Mr. Blount and set a threshold of a 12% return on shareholders' equity. The
term of these awards is three years.
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While the Company's return of shareholders' equity for fiscal 1994 exceeded
the threshold, the return on equity for fiscal 1995 and 1996 and the combined
results for the two fiscal years fell short of the threshold. This means that
the awards had no value at the end of the three year term and hence no payout
will be made under the Plan. No subsequent awards have been made under this
Plan.
Compensation of Chief Executive Officer
While the Chief Executive Officer does not participate in the Company's
Management Bonus Program, the Committee annually determines whether Mr. Lanier
should receive a bonus and, if so, its amount. In making its decision the
Committee considers the Company's overall profitability, its performance in
relation to other apparel companies, the amount of bonus paid to other executive
officers and Mr. Lanier's other achievements.
The Committee recognized that the Company had a small sales increase during
the year and that the Company under Mr. Lanier had continued with key strategic
efforts, including the cessation of unprofitable endeavors such as wet
processing and the development of new, profitable businesses. The Committee also
recognized the severe conditions in the apparel industry generally. These
achievements, however, were overshadowed by the decline in profitability, the
decrease in return on shareholders' equity to 1.7% which is below the Company's
goal and the overall disappointing total return to shareholders during the year.
Based on these factors and also Mr. Lanier's recommendation that he not receive
a bonus, the Committee decided to award him no bonus for fiscal 1996.
The Committee also decided not to increase his base salary effective August
1, 1996. The principal reason for this decision was the disappointing total
return to shareholders which was caused, in part, by the decline in
profitability. The Committee also considered Mr. Lanier's recommendation that he
not receive a salary increase. The Committee reviewed the salaries of chief
executive officers of other apparel companies, including most of the companies
contained in the S & P Apparel Index. While the Committee believes that Mr.
Lanier's base salary is conservative compared to his peers, in light of the
factors mentioned earlier, the Committee concurred with Mr. Lanier's belief that
an increase would be inappropriate at this time. As was done with all of the
Company's managers, in July 1996 Mr. Lanier's salary was increased by $500.00
per month to reflect the discontinuance of Company provided automobiles.
As noted above, at the beginning of fiscal 1994 the Committee awarded Mr.
Lanier a shadow asset account under the Oxford Industries, Inc. Executive
Officers' Long-Range Incentive Plan. Because the Company did not meet the
performance threshold the award has lapsed with no value payable to Mr. Lanier.
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 will enhance the profitability of
the Company and provide sustainable value to the Company's stockholders.
Respectfully submitted,
Clifford M. Kirtland, Jr., Chairman
Cecil D. Conlee
Clarence B. Rogers, Jr.
Robert E. Shaw
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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 1991 and ending May 31, 1996. The
performance graph assumes an initial investment of $100 and reinvestment of
dividends.
[GRAPH]
Oxford In-
Measurement Period dustries, S & P 500 S & P Ap-
(Fiscal Year Covered) Inc. Index parel
6/91 100 100 100
6/92 211 110 86
6/93 139 123 100
6/94 281 128 88
6/95 160 154 84
6/96 167 198 122
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 May 31, 1996, SunTrust Bank, Atlanta made loans to the Company under
a line of credit arrangement. The maximum amount of loans outstanding under this
arrangement at any time during the 1996 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 1996 fiscal year was $6,878,028.
SunTrust Bank, Atlanta charges fees of approximately .125 percent of the amount
of each letter of credit. SunTrust Bank, Atlanta performs payroll and stock
transfer services for the Company.
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15
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 May 30, 1997 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 31, 1996,
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 1996 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 1997 proxy
materials and to be voted upon at the 1997 Annual Meeting must do so by May 1,
1997. Any such proposal should be presented in writing to the Secretary of the
Company at the Company's principal offices.
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OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on October 2, 1995
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.
DAVID K. GINN
Secretary
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OXFORD INDUSTRIES, INC.
222 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
18
O X F O R D INDUSTRIES, INC
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
[ART]
(2 Shadowed Buttons, a Thimbel and a Needle)
ANNUAL MEETING OF STOCKHOLDERS
October 7, 1996
19
APPENDIX A
OXFORD INDUSTRIES, INC.
PROXY - ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 7, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned appoints J. HICKS LANIER, BEN B. BLOUNT, JR., and DAVID
K. GINN, 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 7,
1996, 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:
(Continued and to be signed on reverse)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
20
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(continued) Please mark
your vote as / X /
indicated in
the example
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 below.
FOR all nominees WITHHOLD Nominees: Cecil D. Conlee, J. Reese Lanier and Knowlton J. O'Reilly
listed to the right AUTHORITY
(except as marked to the to vote for all nominees -INSTRUCTION: To withhold authority to vote for any individual nominee
contrary) listed to the right 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 May 30, 1997.
FOR AGAINST ABSTAIN 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
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Signature if held jointly
Dated: , 1996
-----------------------------------
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.
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- FOLD AND DETACH HERE -
