Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2020, the Board of Directors of Oxford Industries, Inc. (the
"Company") appointed Milford W. McGuirt as a director of the Company upon the
recommendation of the Company's Nominating, Compensation & Governance Committee.
Mr. McGuirt's appointment, which is through the Company's 2021 annual meeting of
shareholders, filled a vacancy created by an increase in the size of the Board
of Directors to eleven (11) members pursuant to an amendment to the Company's
Bylaws adopted immediately prior to Mr. McGuirt's appointment.
Mr. McGuirt, age 64, retired as Managing Partner of the Atlanta office and
Mid-South Region of KPMG, where he was responsible for strategic direction and
expansion and oversaw the firm's offices in Alabama, Mississippi and Tennessee.
He held a number of leadership positions during his 33-year career at KPMG,
including as a senior partner and the National Audit Sector Leader and National
Industry Leader for the firm's higher education practice. Prior to joining KPMG,
he served as an audit manager with Coopers & Lybrand. He is a Certified Public
Accountant and received a Bachelor of Business Administration in Accounting from
Western Michigan University.
Mr. McGuirt is a member of the board of directors, Audit Committee and
Nominating and Corporate Governance Committee of HD Supply Holdings, Inc. and HD
Supply, Inc. He has served as a member of the Governing Board of The Woodruff
Arts Center, where he also served as the Audit Committee Chair, as a member of
the Board of Trustees and Finance Committee of Oglethorpe University, and as the
Board Chair of Georgia Partnership for Excellence in Education.
There are no arrangements or understandings between Mr. McGuirt and any other
person pursuant to which Mr. McGuirt was appointed as a director. The Company's
Board of Directors determined that Mr. McGuirt 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 is an
independent director within the meaning of the listing standards of the New York
Stock Exchange and Securities Exchange Act of 1934, as amended. In making this
determination, the Company's Board of Directors considered all relevant facts
and circumstances known to it. There is no transaction in which Mr. McGuirt has
an interest that would be reportable as a related party transaction under Item
404(a) of Regulation S-K.
Mr. McGuirt will be compensated for his service as a director on the same basis
as other non-employee directors of the Company, as described in the Company's
definitive proxy statement on Schedule 14A filed with the SEC on May 6, 2020 and
subsequently amended by the Company's Board of Directors to reduce by 50% the
cash retainer payable to non-employee directors for the remainder of the
Company's 2020 fiscal year.
A copy of the press release announcing Mr. McGuirt's appointment is furnished
with this Current Report on Form 8-K as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 14, 2020, the Board of Directors of the Company amended the Company's
Bylaws to increase the number of members of the Board of Directors to eleven
(11) persons, effective August 14, 2020. The increase created a vacancy filled
by the subsequent appointment of Milford W. McGuirt.
The Company's Bylaws, as restated to reflect the amendment, are filed as Exhibit
3.2 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
3.2 Bylaws of Oxford Industries, Inc., as amended
99.1 Press Release of Oxford Industries, Inc., dated August 18,
2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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OXFORD INDUSTRIES, INC. 
