Oxford Industries (OXM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Proxy materials are available online, and shareholders can vote electronically, by phone, or by mail.

• The board encourages shareholder engagement and participation in the Q&A session during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025 is on the agenda.

• A non-binding advisory vote on executive compensation (say-on-pay) will be held.

• No shareholder director nominations were received for this meeting.

• Shareholder proposals for the 2026 meeting must be submitted between February 24 and March 26, 2026.

Board of directors and corporate governance

• The board consists of 10 members divided into three classes with staggered terms.

• Nine directors are independent; the CEO is the only management director.

• The board has Executive, Audit, Finance, and Nominating, Compensation & Governance (NC&G) Committees, all composed of independent directors.

• The Finance Committee was added in December 2024 to oversee capital structure and allocation.

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

• Board diversity, director skills, and independence are regularly reviewed.