OXFORD INDUSTRIES, INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
OXFORD INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
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previous filing by registration statement number, or the Form or Schedule and the date of
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BOARD OF DIRECTORS AMENDS
OXFORD INDUSTRIES, INC. LONG-TERM STOCK INCENTIVE PLAN
TO REDUCE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
Subsequent to the distribution to the shareholders of Oxford Industries, Inc. (the
Company) of the proxy statement for the Companys 2006 annual meeting of shareholders,
the Company received feedback from Institutional Shareholder Services (ISS) regarding the
Oxford Industries, Inc. Long-Term Stock Incentive Plan (the Plan). As a result, effective
September 26, 2006, the Board of Directors of the Company approved an amendment to the Oxford
Industries, Inc. Long-Term Stock Incentive Plan (the September Amendment) which has the
effect of limiting to an aggregate of 1,000,000 shares (including shares previously granted under
the Plan) the number of shares of common stock that could be transferred to Plan participants over
the life of the Plan.
The September Amendment does not require shareholder approval and is effective regardless of
whether the Companys shareholders approve Proposal #2 included in the Companys proxy statement
for its 2006 annual meeting of shareholders (Proposal #2). Proposal #2, which is subject
to shareholder approval, would increase by an aggregate of 500,000 shares the Plans limit on the
number of shares of common stock that could be transferred over the life of the Plan to Plan
participants (i) free of a substantial risk of forfeiture in connection with grants of restricted
shares under the Plan or (ii) in satisfaction of restricted share units awarded under the Plan.
Accordingly, the September Amendment does not have any effect on Proposal #2.
The September Amendment is attached as Exhibit 99.1 to the Current Report on Form 8-K being filed
by the Company on September 28, 2006 with the U.S. Securities and Exchange Commission (the
SEC). Shareholders may obtain, free of charge, a copy of such Current Report on Form 8-K
and September Amendment at the SECs website, www.sec.gov.
If any shareholder has already returned his or her properly executed proxy card for the Companys
2006 annual meeting of shareholders and would like to revoke or change his or her vote, such
shareholder may do so by (1) delivering a written notice of revocation to the Secretary of the
Company (at Office of the Secretary, Oxford Industries, Inc., 222 Piedmont Ave., N.E., Atlanta,
Georgia 30308), dated later than the proxy being revoked, before the vote is taken at the annual
meeting, (2) properly executing and delivering a later dated proxy before the vote is taken at the
annual meeting, or (3) voting in person at the annual meeting (a shareholders attendance at the
annual meeting, in and of itself, will not revoke the earlier proxy).
If any shareholder would like a new proxy or has any questions, such shareholder should contact the
Secretary of the Company at Office of the Secretary, Oxford Industries, Inc., 222 Piedmont Ave.,
N.E., Atlanta, Georgia 30308 or at (404) 659-2424.