UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other |
(Commission |
(IRS Employer |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
Not Applicable
(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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 13, 2023, Oxford Industries, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders. At the meeting, shareholders voted on the following items:
Proposal 1: The four nominees for Class I director were elected to serve on the Company’s Board of Directors for a three-year term expiring in 2026 and until their respective successors are elected and qualified. The results of the election were as follows:
Class I Directors:
| Name | For | Against | Abstain | Broker Non-Vote | ||||
| Dennis M. Love | 12,512,084 | 627,703 | 18,337 | 1,306,794 | ||||
| Clyde C. Tuggle | 12,726,870 | 412,917 | 18,337 | 1,306,794 | ||||
| E. Jenner Wood III | 10,232,843 | 2,906,933 | 18,348 | 1,306,794 | ||||
| Carol B. Yancey | 12,536,956 | 602,726 | 18,442 | 1,306,794 |
Proposal 2: The Company’s shareholders ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023. The voting results were as follows:
| For | Against | Abstain | ||||||
| 14,167,149 | 279,446 | 18,323 |
Proposal 3: The Company’s shareholders approved a non-binding, advisory vote supporting compensation paid to the Company’s named executive officers. The voting results were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||
| 12,810,934 | 246,232 | 100,958 | 1,306,794 |
Proposal 4: The Company’s shareholders recommended, on an advisory basis, that the Company hold future advisory votes on executive compensation annually, or every one year. The voting results were as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||
| 12,733,842 | 32,633 | 387,289 | 4,360 | 1,306,794 |
In accordance with the recommendation of the Board and the voting results on this advisory proposal, the Board has determined that the Company will hold an advisory vote on executive compensation annually, or every one year.
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. | ||
| June 16, 2023 | /s/ Suraj A. Palakshappa | |
| Name: | Suraj A. Palakshappa | |
| Title: | Senior Vice President | |