Oxford Industries (OXM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with shareholders able to participate and vote online.

• Shareholders will vote on director elections, an amended stock incentive plan, auditor ratification, and executive compensation.

• Proxy materials and the 2025 Annual Report are available online, with printed copies upon request.

Voting matters and shareholder proposals

• Shareholders will elect three Class I directors for three-year terms expiring in 2029.

• Proposal to approve the amended Long-Term Stock Incentive Plan, authorizing 750,000 additional shares.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• No shareholder director nominations were received for this meeting.

Board of directors and corporate governance

• Board will reduce to nine members following a director's retirement, maintaining staggered three-class structure.

• All non-employee directors are independent per NYSE standards.

• Board committees include Audit, Finance, Executive, and Nominating, Compensation & Governance (NC&G).

• Board conducts annual self-evaluations and has adopted Corporate Governance Guidelines and a Code of Conduct.

• Board leadership includes a lead independent director and regular executive sessions for non-employee directors.