UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2007 (January 8, 2007)
Oxford Industries, Inc.
(Exact name of
registrant as specified in its charter)
| Georgia | 001-04365 | 58-0831862 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 222 Piedmont Avenue, N.E., Atlanta, GA 30308 | ||||
| (Address of principal executive offices) (Zip Code) | ||||
Registrant’s telephone number, including area code (404) 659-2424
Not Applicable
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Mr. George C. Guynn
On January 8, 2007, the Company’s Board of Directors appointed George C. Guynn to fill a newly
created vacancy on the Company’s Board of Directors. In accordance with the Company’s restated
articles of incorporation, Mr. Guynn will serve as a member of the Company’s Board of Directors
until the Company’s 2007 annual meeting of shareholders.
Mr. Guynn, a retired President and Chief Executive Officer of the Federal Reserve Bank of
Atlanta, was recommended to the Company’s Board of Directors by its Nominating, Compensation and
Governance Committee.
There are no arrangements or understandings between Mr. Guynn and any other person pursuant to
which Mr. Guynn was appointed as a director. The Company’s Board of Directors has determined
that Mr. Guynn does not have any material relationship with the Company (either directly or as a
partner, shareholder or officer of an organization that has a relationship with the Company)
and, as a result, is independent. In making this determination, the Company’s Board of Directors
considered all relevant facts and circumstances known to it, including the corporate governance
listing standards of the New York Stock Exchange. There are no transactions in which Mr. Guynn
has an interest requiring disclosure under Item 404(a) of Regulation S-K. At the time of his
appointment to the Company’s Board of Directors, Mr. Guynn was not appointed to serve as a
member of any committee of the Company’s Board of Directors and no such membership in the future
has been determined at this time.
For service as a non-employee director during fiscal 2007, Mr. Guynn will receive an annual
retainer of $24,000, prorated for the portion of the year in which he serves as a director. As a
non-employee director, Mr. Guynn is required to receive at least one-half of his annual retainer
in the form of shares of the Company’s restricted stock and may elect to receive the remainder
of his annual retainer in cash or in shares of the Company’s restricted stock. Mr. Guynn will
receive a $1,250 meeting fee for each meeting of the Company’s Board of Directors attended (or
committee meeting attended, if and when he is appointed to a committee).
Mr. Thomas C. Gallagher
Following the addition of Mr. Guynn as an independent director on the Company’s Board of
Directors, Mr. Thomas C. Gallagher resigned as a member of the Company’s Board of Directors,
effective January 8, 2007. Mr. Gallagher had served on the Company’s Board of Directors since
1991.
A press release issued by the Company in connection with the changes to the Company’s Board of
Directors is filed with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On January 8, 2007, in connection with the appointment of Mr. Guynn to serve as a director
of the Company, the Board of Directors of the Company amended the Company’s bylaws to increase
the number of members on the Company’s Board of Directors to 11. A copy of the Company’s bylaws,
as restated to reflect the amendment, is filed with this report as Exhibit 3.1 and is
incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 3.1
|
Bylaws of Oxford Industries, Inc. as amended. | |
Exhibit 99.1
|
Press Release of Oxford Industries, Inc., dated January 8, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXFORD INDUSTRIES, INC. | ||
January 8, 2007
|
/s/ Thomas C. Chubb III | |
| Name: Thomas C. Chubb III Title: Executive Vice President |
Exhibit 3.1
As Amended
Through January 8, 2007
Through January 8, 2007
BYLAWS
OF
OXFORD INDUSTRIES, INC.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meetings. The Annual Meeting of the stockholders for the election of
Directors and for the transaction of such other business as may properly come before the meeting
shall be held at such place, either within or without the State of Georgia, on such date, and at
such time, as the Board of Directors may by resolution provide, or if the Board of Directors fails
to provide for such meeting by action by November 1 of any year, then such meeting shall be held at
the principal office of the Company in Atlanta, Georgia, at 11 a.m. on the third Wednesday in
November of each year, if not a legal holiday under the laws of the State of Georgia, and if a
legal holiday, on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the stockholders may be called by the
persons specified in the Company’s Articles of Incorporation. Such meetings may be held at such
place, either within or without the State of Georgia, as is stated in the call and notice thereof.
Section 3. Notice of Meeting. A written or printed notice stating the place, day and hour
of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered or mailed by the Secretary of the Company to each holder of record of
stock of the Company at the time entitled to vote, at his address as appears upon the record of the
Company, not less than 10 nor more than 50 days prior to such meeting. If the Secretary fails to
give such notice within 20 days after the call of a meeting the person or persons calling such
meeting, or any person designated by them, may give such notice. Notice of such meeting may be
waived in writing by any stockholder. Attendance at any meeting, in person or by proxy, shall
constitute a waiver of notice of such meeting. Notice of any adjourned meeting of the stockholders
shall not be required.
Section 4. Quorum. A majority in interest of the outstanding capital stock of the Company
represented either in person or by proxy shall constitute a quorum for the transaction of business
at any annual or special meeting of the stockholders. If a quorum shall not be present, the
holders of a majority of the stock represented may adjourn the meeting to some later time. When a
quorum is present, a vote of a majority of the stock represented in person or by proxy shall
determine any question, except as otherwise provided by the Articles of Incorporation, these
Bylaws, or by law.
Section 5. Proxies. A stockholder may vote, either in person or by proxy duly executed in
writing by the stockholder. A proxy for any meeting shall be valid for any adjournment of such
meeting.
Section 6. Record Date. The Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding seventy days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for allotment of rights
or the date when any change or conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting
of stockholders or the date for the payment of any dividend, or the date for allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the
stockholders entitled to such notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividend or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer
of any stock on the books of the Company after any such record date fixed as aforesaid.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors shall have the management of
business of the Company, and, subject to any restriction imposed by law, by the charter, or by
these Bylaws, may exercise all the powers of the corporation.
Section 2. Number of Directors. Effective January 8, 2007, the Board of Directors shall
consist of 11 members.
Section 3. Meeting of Directors. The Board may by resolution provide for the time and
place of regular meetings, and no notice need be given of such regular meetings. Special Meetings
of the Directors may be called by the Chairman of the Board or by the President or by at least 30
percent of the Directors.
Section 4. Notice of Meeting. Notice of each meeting of the Directors shall be given by
the Secretary mailing the same at least five days before the meeting or by telephone or telegraph
or in person at least three days before the meeting, to each Director, except that no notice need
be given of regular meetings fixed by the resolution of the Board or of the meeting of the Board
held at the place of and immediately following the Annual Meeting of the stockholders.
Section 5. Executive Committee. The Board may by resolution provide for an Executive
Committee consisting of such Directors as are designated by the Board. Any vacancy in such
Committee may be filled by the Board. Except as otherwise provided by the law, by these Bylaws, or
by resolution of the full Board, such Executive Committee shall have and may exercise the full
powers of the Board of Directors during the interval between the meetings of the Board and wherever
by these Bylaws, or by resolution of the stockholders, the Board of Directors is authorized to take
action or to make a determination, such action or determination may be taken or made by such
Executive Committee, unless these Bylaws or such resolution expressly require that such action or
determination be taken or made by the full Board of Directors. The Executive Committee shall by
resolution fix its own rules of procedure, and the time and place of its meetings, and the person
or persons who may call, and the method of call, of its meetings. The Chairman of the Board of
Directors shall be a member of the Executive Committee and shall act as Chairman thereof.
Section 6. Compensation. A fee and reimbursement for expenses for attendance at meetings
of the Board of Directors or any Committee thereof may be fixed by resolution of the full Board.
Section 7. Retirement of Directors. Any Director who is also an employee of the Company,
or other than the Chief Executive Officer, shall be ineligible for election or appointment as a
Director after his retirement as an employee or after reaching sixty-five (65) years of age,
whichever occurs first. Any person who has served as Chief Executive Officer of the Company shall
be ineligible for election or appointment as a Director after reaching seventy-two (72) years of
age. Any Director who is not an employee of the Company and who is not actively employed by a
company in which such Director does not beneficially own a controlling interest shall be ineligible
for election or appointment as a Director after reaching seventy-two (72) years of age. Any
Director who is not an employee of the Company and who is actively employed by a company in which
such Director does not beneficially own a controlling interest shall be ineligible for election or
appointment as a Director after reaching seventy-five (75) years of age.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall consist of a Chairman of the Board
of Directors, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and
Treasurer, and such other officers or assistant officers as may be elected by the Board of
Directors. Any two offices may be held by the same person, except that the same person shall not
be Chief Executive Officer or President and Secretary. The Board may designate a Vice President as
an Executive Vice President, and may designate the order in which the other Vice Presidents may
act.
Section 2. Chairman of the Board of Directors. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders, of the Board of Directors and of the Executive
Committee, unless he designates another officer to preside. He shall act in a consultative
capacity and perform such other duties as the Board of Directors may from time to time direct.
Section 3. Chief Executive Officer. Subject to the directions of the Board of Directors,
the Chief Executive Officer shall give general supervision and direction to the affairs of the
Company. The Chief Executive Officer shall have authority to conduct all ordinary business on
behalf of the Company and may execute and deliver on behalf of the company any contract,
conveyance, or similar document not requiring approval by the Board of Directors or stockholders.
The Chief Executive Officer shall preside at meetings in case of the absence or disability of the
Chairman of the Board.
Section 4. President. Subject to the directions of the Chief Executive Officer, the
President shall assist the Chief Executive Officer in giving general supervision and direction to
the affairs of the Company.
Section 5. Vice President. The Vice President shall act in case of the absence or
disability of the Chairman of the Board and the Chief Executive Officer. If there is more than one
Vice President such Vice Presidents shall act in the order of precedence as set out by the Board of
Directors, or in the absence of such designation, the Executive Vice President shall be first in
order of precedence.
Section 6. Treasurer. The Treasurer shall be responsible for the maintenance of proper
financial books and records of the Company.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the
stockholders, the Directors, and the Executive Committee and shall have custody of the seal of the
corporation.
Section 8. Other Duties and Authorities. Each officer, employee, and agent shall have
such other duties and authorities as may be conferred on him by the Board of Directors and, subject
to any directions of the Board, by the Chairman of the Board.
Section 9. Removal. Any officer may be removed at any time by the Board of Directors. A
contract of employment for a definite term shall not prevent the removal of any officer; but this
provision shall not prevent the making of a contract of employment with any officer and any officer
removed in breach of his contract of employment shall have cause of action therefor.
ARTICLE IV
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Form and Execution of Certificates. The certificates of shares of capital
stock of the Company shall be in such form as may be approved by the Board of Directors and shall
be signed by the Chief Executive Officer, the President, or Vice President and by the Secretary or
any Assistant Secretary or the Treasurer or any Assistant
Treasurer, provided that any such certificate may be signed by the facsimile of the signature of
either or both of such officers imprinted thereon if the same is countersigned by a transfer agent
of the Company, and provided further that certificates bearing a facsimile of the signature of such
officers imprinted thereon shall be valid in all respects as if such person or persons were still
in office, even though such officer or officers shall have died or otherwise ceased to be officers.
Section 2. Contracts. All contracts and other instruments shall be signed on behalf of
the Company by such officer, officers, agent or agents, as the Board may from time to time by
resolution provide.
Section 3. Seal. The corporate seal of the Company shall be as follows:
(Imprint Seal)
The seal may be affixed to any instrument by any officer of the Company and may be lithographed or
otherwise printed on any document with the same force and effect as if it had been imprinted
manually.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The certificates of shares of capital
stock of the Company shall be in such form as may be approved by the Board of Directors and shall
be signed by the Chief Executive Officer, the President or a Vice President and by the Secretary
or any Assistant Secretary or the Treasurer or any Assistant Treasurer, provided that any such
certificate may be signed by the facsimile of the signature of either or both of such officers
imprinted thereon if the same is countersigned by a transfer agent of the Company, and provided
further that certificates bearing a facsimile of the signature of such officers imprinted thereon
shall be valid in all respects as if such person or persons were still in office, even though such
officer or officers shall have died or otherwise ceased to be officers.
Section 2. Transfer of Shares. Shares of stock in the Corporation shall be transferable
only on the books of the Company by proper transfer signed by the holder of record thereof or by a
person duly authorized to sign for such holder of record. The Company or its transfer agent shall
be authorized to refuse any transfer unless and until it is furnished such evidence as it may
reasonable require showing that the requested transfer is proper.
Section 3. Lost, Destroyed or Mutilated Certificates. The Board may by resolution provide
for the issuance of certificates in lieu of lost, destroyed or mutilated certificates and may
authorize such officer or agent as it may designate to determine the sufficiency of the evidence of
such loss, destruction or mutilation and the sufficiency of any security furnished to the Company
and to determine whether such duplicate certificate should be issued.
Section 4. Transfer Agent and Registrar. The Board may appoint a transfer agent or agents
and a registrar or registrars of transfer, and may require that all stock certificates bear the
signature of such transfer agent or such transfer agent and registrar.
ARTICLE VI
INDEMNITY
Section 1. Indemnity. Each person who is now, has been, or who shall hereafter become a
Director or officer of the Corporation, whether or not then in office, shall be indemnified by the
Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection
with or resulting from any demand, action, suit or proceedings or threat thereof, to which he may
be made a party as a result or by reason of his being or having been a Director or officer of the
Corporation or of any other corporation which he serves as a Director or officer at the
request of the Corporation, except in relation to matters as to which a recovery shall be had
against him or penalty imposed upon him by reason of his having been finally adjudged in such
action, suit or proceedings to have been derelict in the performance of his duties as such Director
or officer. The foregoing right to indemnify shall include reimbursement of the amounts and
expenses paid in settling any such demand, suit or proceedings or threat thereof when settling the
same appears to the Board of Directors or the Executive Committee to be in the best interest of the
Corporation, and shall not be exclusive of other rights to which such Director or officer may be
entitled as a matter of law.
ARTICLE VII
AMENDMENTS
Section 1. Amendments. Except as otherwise provided in the Articles of Incorporation or
in resolutions of the Board of Directors pursuant to which preferred stock is issued, the Board of
Directors or the stockholders shall have the power to alter, amend or repeal the Bylaws or to adopt
new Bylaws. The stockholders may prescribe that any Bylaw or Bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors. Except as otherwise provided in the
Articles of Incorporation or in resolutions of the Board of Directors pursuant to which preferred
stock is issued, action by the Board of Directors with respect to the Bylaws shall be taken by the
affirmative vote of a majority of all Directors then holding office, and action by the stockholders
with respect to the Bylaws shall be taken by the affirmative vote of the holders of a majority of
all shares of common stock.
ARTICLE VIII
BUSINESS COMBINATIONS
Section 1. Business Combinations. All the requirements of Article 11A of the Georgia
Business Corporation Code (the “Code”), which includes Sections 14-2-1131, 14-2-1132 and 14-2-1133
of the Code, shall be applicable to the Company.
Exhibit 99.1
Oxford Industries, Inc. Press Release
222 Piedmont Avenue, N.E. · Atlanta, Georgia 30308
Contact:
|
J. Reese Lanier, Jr. | |
Telephone:
|
(404) 653-1446 | |
Fax:
|
(404) 653-1545 | |
E-Mail:
|
rlanier@oxfordinc.com |
FOR IMMEDIATE RELEASE
January 8, 2007
January 8, 2007
Jack Guynn Joins Oxford Industries’ Board Of Directors
ATLANTA, GA. — Oxford Industries, Inc. (NYSE:OXM) announced today that Jack Guynn has been
appointed to the Company’s Board of Directors.
Mr. Guynn recently retired as President and CEO of the Federal Reserve Bank of Atlanta, where he
was responsible for all of the Bank’s activities, including monetary policy, bank supervision and
regulation, and payment services. He also served as Chairman of the Bank’s Management Committee
and as a member of the Federal Open Market Committee, the Federal Reserve System’s chief monetary
policy body. Mr. Guynn’s term of service as a director with the Company will continue until the
next election of directors at the Company’s 2007 annual meeting of shareholders.
“Jack brings a wealth of experience and knowledge from his 42 year career at the Federal Reserve
Bank,” commented J. Hicks Lanier, Chairman and CEO of Oxford Industries, Inc. “We are pleased to
welcome Jack and are confident that he will make a significant contribution to our Board of
Directors.”
Oxford Industries, Inc. also announced today that Thomas C. Gallagher, Chairman, CEO and President
of Genuine Parts Company, has resigned from Oxford Industries, Inc.’s Board of Directors to
eliminate a director interlock relationship that had existed between Oxford Industries, Inc. and
Genuine Parts Company.
“I would like to thank Tom for his wise counsel and valuable insight during his fifteen years of
service on our Board,” continued Lanier. “Tom has been a great supporter and advocate of our
strategic repositioning process. We will certainly miss him.”
Oxford Industries, Inc. is a producer and marketer of branded and private label apparel for men,
women and children. Oxford provides retailers and consumers with a wide variety of apparel
products and services to suit their individual needs. Oxford’s brands include Tommy Bahama®,
Indigo Palms®, Island Soft®, Ben Sherman®, Arnold Brant®, Ely & Walker® and Oxford Golf®. The
Company also holds exclusive licenses to produce and sell certain product categories under the
Tommy Hilfiger®, Nautica®, Geoffrey Beene®, Dockers® and Oscar de la Renta® labels. Oxford’s
wholesale customers are found in every major channel of distribution, including national chains,
specialty catalogs, mass merchants, department stores, specialty stores and Internet retailers.
Oxford’s stock has traded on the NYSE since 1964 under the symbol OXM. For more information,
please visit the Company’s website at www.oxfordinc.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Various statements in this press release, in future filings by us with the Securities and Exchange
Commission and in oral statements made by or with the approval of our management include
forward-looking statements about future events. Generally, the words “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking
statements, which generally are not historical in nature. We intend for all such
forward-looking statements contained herein, the entire contents of our website, and all subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf, to
be covered by the safe harbor provisions for forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were
adopted as part of the Private Securities Litigation Reform Act of 1995). Important assumptions
relating to these forward-looking statements include, among others, assumptions regarding demand
for our products, expected pricing levels, raw material costs, the timing and cost of planned
capital expenditures, expected outcomes of pending litigation and regulatory actions, competitive
conditions, general economic conditions and expected synergies in connection with acquisitions and
joint ventures. Forward-looking statements reflect our current expectations, based on currently
available information, and are not guarantees of performance. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, these expectations could
prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our
ability to control or predict. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. You are encouraged to review the information in our Form 10-K
for the fiscal year ended June 2, 2006 under the heading “Risk Factors” (and those described from
time to time in our future reports filed with the Securities and Exchange Commission), which
contains additional important factors that may cause our actual results to differ materially from
those projected in any forward-looking statements. We disclaim any intention, obligation or duty to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.