Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 25, 2020, the Nominating, Compensation & Governance Committee (the "Committee") of the Board of Directors of Oxford Industries, Inc. (the "Company") approved new long-term incentive equity awards (the "2020 LTIP Awards") pursuant to the Oxford Industries, Inc. Amended and Restated Long-Term Stock Incentive Plan (the "LTIP").

The 2020 LTIP Awards consist of (a) service-based restricted stock awards (the "Service-Based Award"), and (b) performance-based restricted stock units (the "Performance-Based Award") representing shares of the Company's common stock, par value $1.00 per share (the "RSUs"), based on multi-year total shareholder return ("TSR") relative to a representative set of comparative group companies (the "Comparator Group"). The terms of the Service-Based Award and the Performance-Based Award granted to each named executive officer will be set forth in a Restricted Stock Award Agreement and a Performance-Based Restricted Share Unit Award Agreement, the forms of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

In recent years, the Company has granted both service-based restricted stock awards and performance-based restricted stock awards that vest contingent upon the Company's achievement of certain one-year earnings per share performance goals. In evaluating and approving the 2020 LTIP Awards, the Committee considered actions the Company has taken to mitigate the impact of the COVID-19 pandemic on the Company's business, including reductions in base salary taken by certain of the Company's named executive officers and the Company's suspension of its cash bonus program for fiscal 2020, as well as the difficulty of establishing meaningful performance targets tied to the Company's financial results in light of the significant uncertainties created by the pandemic and current economic conditions. The Committee believes that a mix of performance-based and service-based equity awards continues to be appropriate to further the Company's incentive and retention objectives and that performance-based awards tied to relative TSR will effectively align the interests of our officers with those of our shareholders.

Subject to earlier forfeiture or acceleration in the event of a "change of control" as described below, the Service-Based Awards will cliff vest on July 28, 2023, while the Performance-Based Awards will vest on or after July 28, 2023 based on, among other things, the timing of the Committee's certification of the Company's TSR relative to the TSR of the companies in the Comparator Group during a three-year performance period commencing on July 13, 2020 and ending July 13, 2023, with the following percentage vesting schedule:





   Company TSR Percentile Rank vs.
          Comparator Group               RSUs Earned as Percentage of Target
                <25%                                      0%
                 25%                                     25%
                 50%                                     100%
                 75%                                     150%
                 90%                                     200%

The percentage of RSUs that vest will be determined by linear interpolation if the Company's TSR percentile is between the points shown above. If the Company's absolute TSR is negative over the performance period, the payout will not exceed 100% of the target number of performance-based RSUs.

Pursuant to the Restricted Stock Award Agreement and the Performance-Based Restricted Share Unit Award Agreement, an officer will completely forfeit his or her right in respect of the award if such officer's employment with the Company terminates for any reason prior to the applicable vesting date, with certain exceptions. All the awards are generally subject to a "double-trigger" acceleration of vesting if there is a "change of control" of the Company. The Performance-Based Awards are not subject to "double-trigger" acceleration of vesting if such awards are neither continued following a "change of control" nor assumed or converted by the successor entity.





The Committee approved 2020 LTIP Awards for each of the named executive officers
as follows:








                      Performance-Based     Service-Based
                           Awards         Restricted Shares
Name                (# of RSUs at target)   (# of shares)

Thomas C. Chubb III        22,725              11,365
Thomas E. Campbell          9,090               4,545
K. Scott Grassmyer          9,090               4,545
Michelle M. Kelly           7,385               7,385
Douglas B. Wood             8,525               8,525

The number of shares that will actually be received by each named executive officer pursuant to the 2020 LTIP Awards is subject to the applicable vesting and performance criteria described above. The foregoing description of the terms of the 2020 LTIP Awards is qualified in its entirety by reference to the forms of Restricted Stock Award Agreement and Performance-Based Restricted Share Unit Award Agreement, as well as the LTIP, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.





Exhibit
Number

10.1          Form of Oxford Industries, Inc. Restricted Stock Award
            Agreement

10.2          Form of Oxford Industries, Inc. Performance-Based Restricted
            Share Unit Award Agreement

10.3          Oxford Industries, Inc. Amended and Restated Long-Term Stock
            Incentive Plan

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