8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2023

Oxford Industries, Inc.

(Exact name of registrant as specified in its charter)

Georgia	001-04365	58-0831862
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

999 Peachtree Street, N.E., Suite 688, Atlanta, GA	30309
Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 659-2424

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
Common Stock, $1 par value	OXM	New York Stock Exchange

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 7.01 Regulation FD Disclosure.

As announced by Oxford Industries, Inc. (the “Company”) in its press release on December 28, 2022, the Company will be presenting at the ICR Conference 2023. The Company’s presentation is scheduled to begin at 3:00 p.m., Eastern time, on January 9, 2023 and will be webcast on the Company’s website at www.oxfordinc.com.

In connection with the presentation and related meetings with analysts and investors, the Company is announcing, among other things, that its performance during the Holiday selling season and early portion of the Resort selling season has been strong; as a result, the Company expects to finish the 2022 fiscal year, which ends on January 28, 2023, towards the top end of its previously issued sales and earnings guidance for the year, which was published by the Company in its press release issued on December 7, 2022. A copy of the Company’s press releases can be found under the Investor Relations tab of its website at www.oxfordinc.com.

In addition, the Company is furnishing as Exhibit 99.1 hereto a copy of the presentation materials that will be displayed during its presentation at the ICR Conference.

The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes statements that constitute forward-looking statements within the meaning of the federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which are not historical in nature. We intend for all forward-looking statements contained herein or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, demand for our products, which may be impacted by competitive conditions and/or evolving consumer shopping patterns; macroeconomic factors that may impact consumer discretionary spending and pricing levels for apparel and related products, many of which may be impacted by current inflationary pressures, rising interest rates or general economic uncertainty; acquisition activities (such as our recent acquisition of Johnny Was), including our ability to integrate key functions, recognize anticipated synergies and minimize related disruptions or distractions to our business as a result of these activities; the impact of the coronavirus (COVID-19) pandemic on our business, operations and financial results; supply chain disruptions; costs and availability of labor and freight deliveries; costs of products as well as the raw materials used in those products; energy costs; our ability to be more hyper-digital and respond to rapidly changing consumer expectations; the ability of business partners, including suppliers, vendors, licensees and landlords, to meet their obligations to us and/or continue our business relationship to the same degree in light of current or future staffing shortages, liquidity challenges and/or bankruptcy filings; retention of and disciplined execution by key management and other critical personnel; cybersecurity breaches and ransomware attacks, as well as our and our third party vendors’ ability to properly collect, use, manage and secure business, consumer and employee data; changes in international, federal or state tax, trade and other laws and regulations, including the potential imposition of additional duties; the timing of shipments requested by our wholesale customers; weather; fluctuations and volatility in global financial and/or real estate markets; the timing and cost of retail store and food and beverage location openings and remodels, technology implementations and other capital expenditures; store closures or other operating restrictions due to COVID-19, natural disaster or otherwise; expected outcomes of pending or potential litigation and regulatory actions; the increased consumer, employee and regulatory focus on climate change and environmental, social and governance issues; the regulation or prohibition of goods sourced, or containing raw materials or components, from certain regions and our ability to evidence compliance; access to capital and/or credit markets; factors that could affect our consolidated effective tax rate; the risk of impairment to goodwill and other intangible assets; and geopolitical risks, including those related to the war between Russia and Ukraine. Forward-looking statements reflect our expectations at the time such forward-looking statements are made, based on information available at such time, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I. Item 1A. Risk Factors contained in our Annual Report on Form 10-K for Fiscal 2021, Part II. Item 1A. Risk Factors contained in our Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2022 and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number
99.1	Oxford Industries ICR Conference 2023 Investor Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
January 9, 2023	/s/ Suraj A. Palakshappa
	Name:  Suraj A. Palakshappa
	Title:    Senior Vice President

EX-99.1

Exhibit 99.1

ICR Conference 2023

Introduction Tom Chubb Chairman, Chief Executive Officer and President

This presentation was prepared as o f January 9, 2023 , and, except as otherwise provided herein, the information contained in this presentation is as of January 9, 2023. Any subsequent distribution, dissemination or reproduction of this presentation or any of its content is not an affirmation or re sta tement of any forward - looking statements contained herein. Forward - Looking Statements This presentation includes statements that constitute forward - looking statements. Such statements are subject to a number of ris ks, uncertainties and assumptions which could cause actual results to differ materially from those anticipated or projected, including, without li mitation, those identified under Part I, Item 1A. contained in our Annual Report on Form 10 - K for the period ended January 29, 2022 under the heading “Risk Factors,” those descri bed from time to time in subsequent reports filed with the SEC, including our Quarterly Report on Form 10 - Q for the period ended October 29 , 2022 under the heading “Risk Factors,” and those identified in our press release dated December 7, 2022 under the caption, “Safe Harbor”, all of which are available under the Investor Relations tab of our w ebs ite at oxfordinc.com. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could impact the forward - loo king statements contained in this presentation. You should not place undue reliance on forward - looking statements, which speak only as of the date they are made. We disclaim any i ntention, obligation or duty to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non - GAAP Measures This infographic contains certain non - GAAP financial metrics, such as adjusted earnings per share, which are intended to supple ment our consolidated financial results presented in accordance with GAAP. We use these adjusted financial measures in making financial, operation al and planning decisions, to evaluate our ongoing performance and in discussions with investment and other financial institutions, our board of directors and others. Reconcili ati ons of these adjusted measures to the most directly comparable GAAP financial measures are presented in tables included at the end of our press releases dated December 7, 2022 a nd March 23, 2017.

OUR OBJECTIVE To maximize long - term shareholder value OUR STRATEGY To own a portfolio of lifestyle brands that create sustained, profitable growth OUR PURPOSE To evoke happiness

▪ Portfolio of 6 happy, upbeat, high - margin lifestyle brands ▪ Founded in 1942 and headquartered in Atlanta, GA ▪ Significant opportunity for profitable growth o Digital capabilities driving customer reach and engagement o Omnichannel expertise o Compelling bricks and mortar footprint o Brand - enhancing hospitality businesses ▪ Strong cash flow and a long history of returning capital to shareholders ▪ Publicly traded on the New York Stock Exchange since 1964 under the symbol OXM Tommy Bahama 57% Lilly Pulitzer 22% Johnny Was 14% Emerging Brands 7% Retail 39% eCommerce 33% Wholesale 21% Restaurant 7% TTM Revenue by Channel (1) TTM Revenue by Segment (1,2) $1.5B $1.5B (1) TTM revenue as of 10/29/2022 includes revenue from Johnny Was for periods prior to Oxford acquisition. (2) Emerging Brands consist of Southern Tide, The Beaufort Bonnet Company and Duck Head.

TTM Revenue* $861M * Represents TTM revenue as of 10/29/2022.

$331M TTM Revenue* * Represents TTM revenue as of 10/29/2022.

* Represents TTM revenue as of 10/29/2022, includes revenue from periods prior to Oxford acquisition. $209M TTM Revenue *

Emerging Brands TTM Revenue* $ 111M * Represents TTM revenue as of 10/29/2022.

OUR TRACK RECORD OF SUCCESS A Leading Lifestyle Brand Owner Portfolio Composition Portfolio Composition Oxford Womenswear (divested 2006) Oxford Slacks (divested 2010) Oxford Shirt Group (divested 2010) Lanier Clothes (divested 2020) 2003 (1) TODAY (3) (1) Fiscal 2003 ended 5/30/2003; does not include impact of Tommy Bahama acquisition, closed on 6/13/2003. Stock price and marke t c ap reflect market close on 4/25/2003, prior to announcement of Tommy Bahama acquisition. Stock price is adjusted for stock split. (2) Fiscal 2016 ended 1/28/2017. (3) Represents trailing twelve months as of 10/29/2022; stock price and market cap reflect market close on 12/30/2022. Sales $765M Gross Margin 21% Op Profit Margin 5% Stock Price $13 Market Cap $0.2B (acquired 2003) (acquired 2010) (acquired 2016) (acquired 2016) (acquired 2017) (acquired 2022) Portfolio Composition 2016 (2) Lanier Clothes (divested 2020) (acquired 2003) (acquired 2010) (acquired 2016) (acquired 2016) Optimizing Portfolio Transforming Portfolio A Private Label Manufacturer and Licensor of Brands Sales $1,023M Gross Margin 57% Op Profit Margin 9% Stock Price $54 Market Cap $0.9B

16% Organic Customer Growth* 80% DTC Sales 2.5M TTM Known Unique Brand Customers* $405 Average Annual Spend *Organic customer growth reflects growth in Tommy Bahama, Lilly Pulitzer, and Emerging Brands in aggregate; 2.5 million custo mer s include Johnny Was customers. Passionate consumer base with strong emotional connection to our brands

Tommy Bahama Licensed Miramonte Resort “The destination will bring the Tommy Bahama lifestyle and design aesthetic to one epic property” - Stacey Leasca, Travel and Leisure Magazine • Natural extension of our $100 million restaurant business • Builds on Coachella Valley presence dating back to 1998 • Real estate partnership with Lowe Group • Opening in late 2023

Dividends $36 million in 2022E dividends Investing in our brands $50 million in 2022E capital expenditures Share repurchases $100 million since December 2021 $270 million Johnny Was acquisition Actively monitoring market M&A Activity Capital Allocation to Drive Shareholder Value

$1.34 $3.30 $10.60 to $10.75 $1.34 $3.27 $9.89 to $10.04 $765 $1,023 $1,395 to $1,410 2003 2016 2022E* Adjusted EPS GAAP EPS Revenue ($M) *Outlook provided on December 7, 2022. See Forward - Looking Statements on slide 3 for additional information regarding projected financial results. Guidance reflects 19 weeks of Johnny Was ownership . Long - Term Revenue and Adjusted EPS Trends

2022 Guidance FY 22E (1) FY 21 Revenue (2,3) $1.395B to $1.410B $1.142B Growth Rate 22% to 23% EPS – GAAP $9.89 to $10.04 $7.78 Growth Rate 27% to 29% EPS – Adjusted $10.60 to $10.75 $7.99 Growth Rate 33% to 35% (1) Outlook provided on December 7, 2022. See Forward - Looking Statements on slide 3 for additional information regarding projected f inancial results. (2) Consolidated revenues include Lanier Apparel revenues of $25 million for full fiscal year 2021 and no sales in fiscal year 20 22. (3) 2022 guidance includes only 19 weeks of Johnny Was under Oxford ownership; TTM sales for Johnny Was were $209 million. • Performance during holiday and early Resort selling season were strong • January is a very important full - price sales month for the Resort season • Expect to finish FY22 towards the top end of our guidance range

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Cover	Jan. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2023
Entity File Number	001-04365
Entity Registrant Name	Oxford Industries, Inc.
Entity Central Index Key	0000075288
Entity Tax Identification Number	58-0831862
Entity Incorporation, State or Country Code	GA
Entity Address, Address Line One	999 Peachtree Street
Entity Address, Address Line Two	N.E.
Entity Address, Address Line Three	Suite 688
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	(404)
Local Phone Number	659-2424
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	OXM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable