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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 2017

        Notice is hereby given that the 2017 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Wednesday, June 14, 2017 at 2:00 p.m., local time, at The Fifth Floor Conference Center at 999 Peachtree Street, N.E., Atlanta, Georgia 30309. The purposes of the meeting are to:

(1)

Elect three directors nominated by our Board and named in the accompanying proxy statement to serve for a term of three years and until their respective successors are elected and qualified;



(2)

Approve the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2017;



(3)

Hold an advisory, non-binding vote to approve executive compensation;



(4)

Hold an advisory, non-binding vote on the frequency of future advisory votes on executive compensation; and



(5)

Transact any other business that properly comes before the annual meeting or any adjournment or postponement of the annual meeting.

        Shareholders of record as of the close of business on April 13, 2017 will be entitled to notice of and to vote at the annual meeting or at any adjournment or postponement of the annual meeting.

        We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. A Notice of Internet Availability of Proxy Materials is being mailed to shareholders beginning on or about May 3, 2017. This 2017 proxy statement and our 2016 Annual Report on Form 10-K may be accessed by all shareholders at http://www.edocumentview.com/oxford. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.

        A list of our shareholders entitled to vote at the annual meeting will be available for examination by any shareholder, or his or her agent or attorney, at the annual meeting. The enclosed proxy is solicited on behalf of our Board. Reference is made to the accompanying proxy statement for further information with respect to the items of business to be transacted at the annual meeting.

        Your vote is important. Regardless of whether you plan to attend the annual meeting, you are encouraged to vote as soon as possible. You may vote over the Internet, you may vote in person at the annual meeting or, if you request a paper copy of the proxy materials, you may vote via a toll-free telephone number or by signing, dating and mailing a completed proxy card. Please review the instructions on each of your voting options described in the Notice of Internet Availability. If your shares are held in an account at a bank or broker, your bank or broker will vote your shares for you if you provide voting instructions. In the absence of instructions, your broker can only vote your shares on limited matters.

        Attendance at the annual meeting is limited to shareholders, those holding proxies from shareholders, and invited guests such as members of the media. If your shares are held in an account at a bank or broker, you should bring the notice or voting instruction form you received from your bank or broker, or obtain a valid proxy card from your bank or broker, in order to gain admission to the meeting.

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999 Peachtree Street, N.E., Suite 688
Atlanta, Georgia 30309

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PROXY STATEMENT

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For 2017 Annual Meeting of Shareholders
To Be Held on June 14, 2017

INTRODUCTION

        This proxy statement contains information relating to the 2017 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Wednesday, June 14, 2017, beginning at 2:00 p.m., local time. The annual meeting will be held at The Fifth Floor Conference Center at 999 Peachtree Street, N.E., Atlanta, Georgia 30309. You may contact our Investor Relations Department at (404) 659-2424 to obtain directions to the site of the annual meeting.

        We have elected to provide access to our proxy materials over the Internet. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders instead of a paper copy of our proxy materials. We believe that providing our proxy materials over the Internet increases our shareholders' ability to access the information they need while reducing the environmental impact of our annual meeting. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy over the Internet. The Notice of Internet Availability also contains instructions for requesting a paper copy of our proxy materials. We will begin mailing the Notice of Internet Availability on or about May 3, 2017 to all holders of our common stock, par value $1.00 per share, entitled to vote at the annual meeting. A similar notice will be sent by brokers, banks and other nominees to beneficial owners of shares of which they are the shareholder of record.

        This 2017 proxy statement and our 2016 Annual Report on Form 10-K are available at http://www.edocumentview.com/oxford. We will mail any shareholder a copy of the proxy materials free of charge upon request, but you will not receive a printed copy of the proxy materials unless you request one. You may request to receive a copy of proxy materials by following the instructions set forth in the Notice of Internet Availability.

INFORMATION ABOUT THE MEETING AND VOTING

Shares Outstanding

        You may vote at our 2017 annual meeting if you owned shares of our common stock as of the close of business on April 13, 2017, the record date for the annual meeting. As of April 13, 2017, there were 16,860,913 shares of our common stock issued and outstanding. You are entitled to one vote for each share of our common stock that you owned on the record date.

Voting

        If your shares of Oxford common stock are registered directly in your name with Computershare, our transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote using one of the following methods:

•

by voting over the Internet in accordance with the instructions set forth in the Notice of Internet Availability;



•

after requesting a printed copy of the proxy materials, by signing and returning a proxy card or voting by telephone; or



•

by attending the annual meeting and voting in person.

        If you are a shareholder of record and you sign and return your proxy card but do not include voting instructions, your proxy will be voted as recommended by our Board or, if no recommendation is given, in the discretion of the proxies designated on the proxy card, to the extent permitted under applicable law.

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        If you are a shareholder of record, your shares will not be voted unless you submit a proxy or attend the annual meeting and vote in person. If you vote over the Internet, please have your Notice of Internet Availability available at the time you submit your voting instructions.

        If, like most of our shareholders, your shares of Oxford common stock are held in an account at a bank or broker, you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The bank or broker holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you may direct your bank or broker on how to vote the shares in your account. Telephone and/or Internet voting may be available to direct your bank or broker on how to vote the shares in your account, but the availability of telephone and/or Internet voting will depend on the voting processes of your bank or broker. Please follow the directions on your proxy card or voting instruction form carefully. Even if your shares are held in an account at a bank or broker, you are invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a valid proxy card from your bank or broker and, in order to gain admission to the meeting, you should bring the notice or voting instruction form you received from your bank or broker or obtain a valid proxy card from your bank or broker.

Broker Discretionary Voting; Broker Non-Votes

        If you hold shares through an account with a bank or broker, your shares may be voted by the bank or broker even if you do not provide voting instructions. Banks and brokerage firms have the authority, under the rules of the New York Stock Exchange (which we refer to as the "NYSE"), to vote shares in their discretion on certain "routine" matters when their customers do not provide voting instructions. Under the NYSE's rules, only Proposal No. 2 (approval of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2017) is considered a routine matter.

        The other proposals to be addressed at the annual meeting are considered "non-routine" matters under the NYSE's rules. When a bank or brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to a non-routine matter, the bank or brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." Broker non-votes will be counted as present at the annual meeting for quorum purposes but will not be counted as entitled to vote on the non-routine matter. Therefore, if your shares are held in an account at a bank or broker, it is important that you provide voting instructions to your bank or broker so that your vote on these proposals is counted.

Changing Your Vote

        If you are a shareholder of record, you may revoke or change your vote with respect to the shares of our common stock that are registered directly in your name by doing any of the following:

•

delivering a written notice of revocation to our Secretary before the vote is taken at the annual meeting, such notice of revocation dated later than the proxy you want to revoke;



•

prior to the applicable cutoff time, changing your vote using the Internet methods for voting described above;



•

properly executing and delivering a later-dated proxy before the vote is taken at the annual meeting;



•

if you have requested a printed copy of the proxy materials, voting by telephone; or



•

voting in person at the annual meeting (your attendance at the annual meeting, in and of itself, will not revoke the earlier proxy).

        If your shares are held in an account at a bank or broker, then you must follow the instructions provided by your bank or broker in order to revoke or change your vote with respect to those shares held in street name.

Quorum

        In order for us to conduct the annual meeting, the holders of a majority of the shares of our common stock issued and outstanding as of the record date must be present, in person or by proxy, at the annual meeting. This is referred to as a quorum. Abstentions and broker non-votes, if any, will be counted as shares present at the meeting for purposes of determining the presence of a quorum.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Directors

        Under our articles of incorporation, or charter, our Board is to consist of at least nine members, with the specific number fixed by our bylaws, as amended from time to time. There are currently 10 members serving on our Board.

        Our charter provides that the members of our Board are to be divided into three classes. Our Board currently consists of three Class I directors (Messrs. J. Reese Lanier, Dennis M. Love and Clyde C. Tuggle), three Class II directors (Messrs. Thomas C. Chubb III, John R. Holder and Clarence H. Smith) and four Class III directors (Ms. Helen Ballard, Mr. Thomas C. Gallagher, Ms. Virginia A. Hepner and Mr. E. Jenner Wood III).

        The term for Mr. J. Reese Lanier, who has served on our Board since 1974, expires at the annual meeting. Because Mr. Lanier reached the retirement age of 72 prior to the beginning of our current fiscal year, he is no longer eligible for election as a director under our bylaws. Therefore, Mr. Lanier will not seek re-election as a director at the annual meeting. We thank Mr. Lanier for his many years of service to our company.

        Our charter provides that successors to the class of directors whose terms expire at an annual meeting are to be elected for three year terms; however, our charter also contemplates that the number of directors in each class will be as nearly equal in number as possible. In order to rebalance our Board, our Board has nominated Mr. E. Jenner Wood III, who is our lead director and was most recently re-elected as a Class III director at our 2016 annual meeting, to stand for election as a Class I director nominee at this annual meeting and to vacate his position as a Class III director. Our Board expects that, following the annual meeting, it will amend our bylaws to fix the number of directors at nine members effective immediately following the meeting.

        In addition to nominating Mr. E. Jenner Wood III to stand for election at the annual meeting, our Board has also nominated Mr. Dennis M. Love and Mr. Clyde C. Tuggle for election as Class I directors at the annual meeting.

        The following table sets forth, as of April 13, 2017, certain information concerning our nominees for director and our continuing directors, as well as a description of the specific experience, qualifications, attributes and skills that led our Board to conclude that each of these individuals should serve as a director.

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Director Independence

        Our Corporate Governance Guidelines provide that we will have a majority of "independent" directors under the NYSE's listing standards, as determined by the Board, and that, at least annually, our Nominating, Compensation & Governance Committee (or "NC&G Committee") will review each relationship that exists with a director and his or her related interests for the purpose of determining whether the director is independent. Based in part on our NC&G Committee's review, our Board annually considers the independence of each of our directors, as well as upon learning about intervening events that may impact director independence.

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        In March 2017, our NC&G Committee and full Board considered director independence. As part of this consideration, our NC&G Committee and Board broadly considered all relevant facts and circumstances, including the NYSE's corporate governance listing standards and all relevant transactions and relationships between each director (including each director's immediate family members and other affiliates) and our company and management to determine whether any relationship might impair the director's ability to make independent judgments.

        Based on this review and consistent with the recommendation of our NC&G Committee, our Board affirmatively determined that the following nine directors are independent: Helen Ballard; Thomas C. Gallagher; Virginia A. Hepner; John R. Holder; J. Reese Lanier; Dennis M. Love; Clarence H. Smith; Clyde C. Tuggle; and E. Jenner Wood III.

        Mr. Chubb is currently our Chairman, Chief Executive Officer and President, and therefore not considered an independent director.

        In evaluating the independence of our directors, our NC&G Committee and Board gave particular consideration to the following relationships and transactions:

•

Mr. Thomas C. Gallagher served on our Board from 1991 until 2007, when he resigned in order to eliminate a director interlock relationship that previously existed; and two of our other directors, Mr. John R. Holder and Mr. E. Jenner Wood III, currently serve as directors of Genuine Parts Company;



•

Mr. Clyde C. Tuggle's employer, The Coca-Cola Company, is a vendor to our company, including providing products to our Tommy Bahama operating group's restaurant division in the ordinary course of business; and



•

Mr. E. Jenner Wood III retired from SunTrust Banks, Inc. in 2016; as described below under "Certain Relationships and Related Transactions," during 2016, our company continued its long-standing banking relationship with SunTrust, which includes a syndicated revolving credit facility that we maintain with SunTrust, which was amended and restated in 2016 to increase the size of the facility and extend the term.

        Our Board determined that these payments and relationships were not material to a determination that the applicable directors were independent. As a result and taking into consideration, among other things, the objectivity of Messrs. Gallagher, Tuggle and Wood at previous meetings of our Board, our Board determined that each is independent.

Corporate Governance Guidelines; Conduct Policies

        Our Board has adopted Corporate Governance Guidelines that set forth certain guidelines for the operation of the Board and its committees. In accordance with its charter, our NC&G Committee periodically reviews and assesses the adequacy of our Corporate Governance Guidelines. As provided under our Corporate Governance Guidelines, our Board annually conducts a self-evaluation. Our NC&G Committee oversees our Board's self-evaluation process. Our Board has the authority to engage its own advisors and consultants.

        Our Board has also adopted a Code of Conduct for all of our directors, officers and employees, as well as an ethical conduct policy that applies to our senior financial officers, including, among others, our chief executive officer and our chief financial officer and controller. We intend to disclose amendments to our Code of Conduct and our ethical conduct policy for our senior financial officers (other than technical, administrative or other non-substantive amendments) and material waivers of (or failure to enforce) any provisions of these conduct policies (if applicable to any of our directors or executive officers) on our Internet website at www.oxfordinc.com.

Board Meetings and Committees of our Board of Directors

        During fiscal 2016, our Board held six meetings and committees of our Board held a total of six meetings. During fiscal 2016, each of our directors attended at least 75% of the aggregate number of meetings of our Board and of all committees of which the director was a member during the period he or she was a director or committee member. Although we do not have a formal policy requiring attendance by directors at our annual meetings of shareholders, as stated in our Corporate Governance Guidelines, we encourage directors to attend our annual meetings of shareholders in person. In order to help facilitate attendance by our directors, we generally schedule our annual meetings of shareholders to coincide with the date of a quarterly meeting of our Board. Nine of our directors attended our 2016 Annual Meeting of Shareholders.

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        Our Board has a standing Executive Committee, Audit Committee and NC&G Committee. The following table identifies the members of each of these committees as of April 13, 2017 and the number of official meetings (and actions taken by written consent in lieu of meetings) held by each of these committees during fiscal 2016.

Executive Committee

        Our Executive Committee has the power to exercise the authority of the full Board in managing the business and affairs of our company, except that our Executive Committee does not have certain powers that are reserved to our full Board under Georgia law. In practice, our Executive Committee serves as a means for taking action requiring our Board's approval between its regularly scheduled meetings.

Audit Committee

        Our Audit Committee was established in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the "SEC") to assist our Board in fulfilling its responsibilities with respect to oversight of the following: (1) the integrity of our financial statements, reporting processes and systems of internal controls; (2) our compliance with applicable laws and regulations; (3) the qualifications and independence of our independent registered public accounting firm; and (4) the performance of our internal audit department and our independent registered public accounting firm.

        The principal duties and responsibilities of our Audit Committee are set forth in its charter. Pursuant to its charter, our Audit Committee has full access to our books, records, facilities and personnel, as well as the express authority to retain, at our company's expense, any outside legal, accounting or other advisors that it deems necessary or helpful to the performance of its responsibilities. Pursuant to its charter, our Audit Committee is also charged with reviewing our guidelines and policies with respect to risk assessment and risk management. In addition, our Audit Committee may exercise additional authority prescribed from time to time by our Board.

        Our Board annually evaluates the financial expertise and independence of the members of our Audit Committee. Following its review in March 2017, our Board determined that Mr. Holder and Mr. Love are "audit committee financial experts," as that term is defined by SEC rules and regulations, and that all of the members of our Audit Committee are financially literate in accordance with the NYSE's governance listing standards and SEC rules and regulations.

Nominating, Compensation & Governance Committee (or NC&G Committee)

        The purpose of our NC&G Committee is to: (1) assist our Board in fulfilling its responsibilities with respect to the compensation of our executive officers; (2) recommend candidates for all directorships to be filled; (3) identify individuals qualified to serve as members of our Board; (4) review and recommend committee appointments; (5) take a leadership role in shaping our corporate governance; (6) develop and recommend our Corporate Governance Guidelines to our Board for adoption; (7) lead our Board in an annual review of its own performance; and (8) perform other functions that it deems necessary or appropriate. Pursuant to its charter, our NC&G Committee has the express authority to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor, at our company's expense.

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        Our NC&G Committee also has the following responsibilities, among others, related to compensation matters: (1) administering our stock option and restricted stock plans; (2) administering our Executive Performance Incentive Plan, or "EPIP"; (3) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives and determining the compensation of our Chief Executive Officer based upon this evaluation; (4) reviewing and approving the compensation of our non-CEO executive officers; and (5) making recommendations to our Board regarding certain incentive compensation plans and equity-based plans. In addition, as part of its oversight of our overall compensation program, our NC&G Committee considers our compensation policies and procedures, including the incentives that they create and factors that may influence excessive risk taking.

        Following its review in March 2017, our Board determined that all of the members of our NC&G Committee are independent and meet the enhanced independence standards applicable to compensation committee members under the NYSE's corporate governance listing standards and SEC rules and regulations. For information about the role of executive officers and compensation consultants in determining compensation, see "Executive Compensation—Compensation Discussion and Analysis" below.

Meetings of Non-Employee Directors

        Pursuant to our Corporate Governance Guidelines, our non-employee directors periodically meet separately in executive sessions. Mr. Wood, as our lead director, chaired the meetings of our non-employee directors during fiscal 2016.

Board Leadership

        Our Board is responsible for governing the affairs of our company effectively for the benefit of our shareholders. In discharging this responsibility, our Board relies on the judgment, business acumen, and experience of our qualified management team. Our directors believe that the appropriate leadership structure for our Board may change from time to time. As stated in our Corporate Governance Guidelines, our Board does not have a policy as to whether our Chief Executive Officer should also serve as chair of our Board. The Board makes this decision as it deems appropriate from time to time based upon the relevant factors applicable to each case. At least annually, the Board deliberates on and discusses the appropriate leadership structure for our Board based on the needs of our company.

        Our Board is currently comprised of nine independent directors and one management director (our current Chairman, Chief Executive Officer and President, Mr. Chubb). When first electing Mr. Chubb as our Chairman in June 2015, our Board considered Mr. Chubb's leadership qualities, management capability, knowledge of the business and industry, the long-term, strategic perspective he has demonstrated over the course of many years, his performance as our Chief Executive Officer and President and his demonstrated focus on growing long-term shareholder value.

        In Mr. E. Jenner Wood III, we also have an active, engaged lead (independent) director. In his capacity as the lead director, Mr. Wood sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and Mr. Chubb; and serves as a liaison between our shareholders and our independent directors. As lead director, Mr. Wood is in regular contact with Mr. Chubb about our operating results and activities, risks to our business and business prospects.

        We also have a supermajority of independent directors, regular meetings of our non-employee directors in executive session, and an Audit Committee and NC&G Committee (each of which reports to our full Board on a quarterly basis on significant committee activities) comprised solely of independent directors. Our Board believes the current leadership structure comprised of an executive chair and CEO, balanced with a strong lead director tasked with significant specified duties, is in the best interests of our company and shareholders.

Board's Role in Risk Oversight

        Our Board is ultimately charged with overseeing our business, including risks to our business, on behalf of our shareholders. In order to fulfill this responsibility, our Audit Committee, pursuant to its charter, reviews our policies with respect to our company's risk assessment and risk management. At our Audit Committee's direction and with its oversight, we conduct an enterprise risk management, or "ERM," program on an ongoing basis. At each quarterly meeting of our Audit Committee, a significant portion of time is devoted to a management report to the committee on the status of the ERM program and/or particular risks faced by our company. Our Audit Committee actively engages management on potential strategies for reducing, eliminating or mitigating the risks to our organization. Our Audit Committee regularly reports to our Board on our ERM program, and our management at least annually provides our Board with a full report on our ERM program.

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In addition to our ERM program, our Board examines specific business risks in its regular reviews of our operating groups and also on a company-wide basis as part of its regular strategic reviews.

        As part of its oversight of our overall compensation program, our NC&G Committee considers our compensation policies and procedures, including the incentives that they create and factors that may influence excessive risk taking. In particular, our compensation program provides for short-term cash incentive payments to individuals throughout our company based on satisfaction of pre-established performance targets. For employees within our various operating groups, these performance targets may be based on performance by the operating group, as a whole, or a specific business unit or business location within that operating group. Each cash incentive award for an individual employee within our organization is subject to a maximum amount payable to the individual. Our senior management and, with respect to our executive officers, our NC&G Committee, approve applicable performance targets taking into consideration our detailed, internal budgets for upcoming fiscal periods. These members of senior management have access to daily retail and e-commerce sales data and receive monthly financial reports, and they review and analyze deviations from the budgeted plans to assess whether, among other things, the deviations were the result of inappropriate risk taking. We have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on our company.

Website Information

        We have posted our Corporate Governance Guidelines, our Code of Conduct, our ethical conduct policy for our senior financial officers, our Audit Committee charter and our NC&G Committee charter under the "Corporate Governance" link under the "Investor Relations" tab on our Internet website at www.oxfordinc.com.

Director Nomination Process

        In accordance with our Corporate Governance Guidelines, our NC&G Committee periodically reviews the skills and characteristics required of our directors in the context of the make-up of our Board. This assessment includes issues such as independence, expertise, age, diversity, general business knowledge and experience, financial literacy, availability and commitment and other criteria that our NC&G Committee finds to be relevant.

        Consistent with our Corporate Governance Guidelines, our NC&G Committee recognizes that a diversity of viewpoints and practical experiences can enhance our Board's effectiveness. Accordingly, it is the practice of our NC&G Committee in evaluating the diversity of potential director candidates to give particular consideration to the diverse experiences and perspectives that a prospective candidate may bring to our Board. In order to accomplish its objectives, our NC&G Committee's evaluations of potential candidates generally involve a review of the candidate's background and credentials, interviews of a candidate by members of our Board, and discussions among our directors. Based on its evaluation in light of the foregoing factors, our NC&G Committee recommends candidates to our full Board which, in turn, selects candidates to be nominated for election by the shareholders or to be elected by our Board to fill a vacancy.

Director Compensation

Compensation Program for Fiscal 2016

        During fiscal 2016, our non-employee directors received compensation in accordance with the following program guidelines:

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an annual stock retainer in the form of restricted stock (subject to a vesting period generally coinciding with one year of service on our Board) granted to each non-employee director with a grant date fair value of $60,000;



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an annual cash retainer of $30,000 payable in quarterly installments to each non-employee director;



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an additional $12,500 annual cash retainer payable in quarterly installments to the chairs of our Audit Committee and our NC&G Committee; and



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a $1,250 meeting fee for each committee or Board meeting attended.

        To further encourage our directors to enhance their ownership of our stock, our non-employee directors are given the option to elect to receive their annual cash retainers in the form of a one-time restricted stock grant having a grant date fair value equal to the retainer. For fiscal 2016, two of our non-employee directors elected to receive their cash retainers in the form of restricted stock.

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        Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. The number of shares of our restricted stock to be issued in respect of each non-employee director's annual stock retainer (and in respect of the annual cash retainer, if a director elected to receive that portion of his retainer in the form of stock) was based on the closing price of our common stock as reported on the NYSE as of the grant date for the restricted stock.

        Under our Deferred Compensation Plan, our non-employee directors are eligible to defer receipt of up to 100% of their cash retainers and/or board and committee meeting fees. Non-employee directors are permitted to "invest" their deferred fees among a platform of investment options that are available to our eligible employees who participate in the plan. Our Deferred Compensation Plan is an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating directors with the long-term interests of our shareholders. Three of our non-employee directors participated in our Deferred Compensation Plan during fiscal 2016.

        Employee directors do not receive an annual retainer or meeting fees for their service on our Board.

Director Compensation for Fiscal 2016

        The table below summarizes the compensation for our non-employee directors for fiscal 2016.

Stock Ownership and Retention Guidelines

        To reinforce the alignment of the interests of our directors with the long-term interests of our shareholders, our Board has established stock ownership guidelines applicable to our non-employee directors. Under these guidelines, each of our non-employee directors is expected to accumulate and hold shares of our common stock having a fair market value equal to 2.0x the director's annual retainer. Our non-employee directors have four years from their appointment to meet their ownership guideline requirement. Each of our non-employee directors has met, or is on track to meet, his/her ownership guideline.

        In addition, our Corporate Governance Guidelines provide for a retention guideline, or holding period, of one year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our non-employee directors.

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EXECUTIVE OFFICERS

        All of our executive officers are elected by and serve at the discretion of our Board. The following table sets forth information about our executive officers as of April 13, 2017:

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EXECUTIVE COMPENSATION

Introduction

        In this section of the proxy statement, we provide information about our executive compensation program specifically as it relates to our "named executive officers," or NEOs. This information includes: (1) a Compensation Discussion and Analysis discussing, among other things, how and why our NC&G Committee (which we refer to in this section of the proxy statement as our "compensation committee") made its fiscal 2016 compensation decisions for our NEOs; (2) the compensation tables required by the SEC's rules and regulations; and (3) a summary of certain limited arrangements with our NEOs that provide for payments upon defined change of control events or upon termination of employment.

        For fiscal 2016, our NEOs were as follows:

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Mr. Thomas C. Chubb III, Chairman, Chief Executive Officer and President (our principal executive officer);



•

Mr. Thomas E. Campbell, Executive Vice President-Law and Administration, General Counsel and Secretary;



•

Mr. K. Scott Grassmyer, Executive Vice President-Finance, Chief Financial Officer and Controller (our principal financial officer);



•

Ms. Michelle M. Kelly, Chief Executive Officer, Lilly Pulitzer; and



•

Mr. Douglas B. Wood, Chief Executive Officer, Tommy Bahama.

        Because Ms. Kelly and Mr. Wood first became NEOs in fiscal 2016, in accordance with SEC rules and regulations, we have not included compensation information for them for fiscal 2014 and fiscal 2015.

Compensation Discussion and Analysis

Executive Summary

        We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands, other owned brands and licensed brands as well as private label apparel products. During fiscal 2016, 92% of our net sales were from products bearing brands that we own and 66% of our net sales were through our direct to consumer channels of distribution. In fiscal 2016, 96% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama products in Canada and the Asia-Pacific region.

        Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands like Tommy Bahama, Lilly Pulitzer and Southern Tide that create an emotional connection with consumers can command greater loyalty and higher price points at retail and create licensing opportunities, which may drive higher earnings. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want it.

        Overall, fiscal 2016 was a relatively challenging year for various aspects of our company, affected by a retail climate that saw significant declines in consumer traffic in traditional brick-and-mortar retail locations. We believe that the compensation paid to our NEOs in respect of fiscal 2016 properly gave effect to the results of our operations. Highlights from our fiscal 2016 performance include:

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consolidated net sales rose 5% to $1.023 billion from $969.3 million in fiscal 2015, driven in part by our acquisition of Southern Tide and a net sales increase of 14% in our Lilly Pulitzer operating group;



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our earnings per share, or EPS, for the year was $3.27 compared to $3.54 in fiscal 2016, with our fiscal 2016 results being impacted by $0.27 per share of charges incurred by the Tommy Bahama operating group in the fourth quarter relating to inventory markdowns, outlet store closures and staff reductions;



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Tommy Bahama's net sales remained steady, at $658.9 million in fiscal 2016 compared to $658.4 million in fiscal 2015, reflecting a comparable store sales decrease of 3% for the year, while its operating income dropped $21.9 million to $44.1 million in fiscal 2016;

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•

Lilly Pulitzer experienced another solid year, with sales of $233.3 million in fiscal 2016 and a 22% increase in operating income to $44.1 million for the year; and



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strategically, we consummated our acquisition of Southern Tide in April 2016, adding a high quality lifestyle brand offering an extensive collection of men's, women's and youth apparel products to our portfolio; refinanced our $325 million syndicated revolving credit facility, providing us greater liquidity to execute on our business strategy; modified some of our initiatives in our Lanier Apparel operating group to allow it to take advantage of its platform capabilities; invested in our IT and distribution infrastructure to further capitalize on opportunities in today's digital and omni-channel market environment; and undertook key initiatives at Tommy Bahama to improve its operating performance, including revamping its outlet and clearance strategy.

        Our focus remains on delivering long-term shareholder value, and we believe that each of our key lifestyle brands has competitive advantages that will enable it to thrive in the new retailing paradigm and contribute to meaningful growth in our business.

Consideration of Last Year's Advisory Shareholder Vote on NEO Compensation

        At our 2016 annual meeting, we held an advisory vote seeking shareholder approval of a "say-on-pay" proposal approving our NEO compensation program. At the 2016 annual meeting, approximately 95% of the votes cast on our say-on-pay proposal were in support of our NEO compensation program, as described in our 2016 proxy statement. Recognizing the shareholder support on last year's say-on-pay proposal, our compensation committee has continued to apply the same principles and general compensation programs for fiscal 2016. However, our compensation committee regularly evaluates market compensation practices, taking into consideration information relating to compensation paid by peers, and implements changes as it deems appropriate.

Compensation Philosophy and Objectives

        Our executive compensation programs are designed to:

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maintain a strong link between pay and performance;



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align our executive officers' interests with those of our shareholders; and



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ensure that we are able to attract and retain talented individuals.

        Consistent with these objectives, our NEO compensation practices incorporate the following in consideration of the long-term best interests of our shareholders:

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we tie a meaningful percentage of each NEO's potential cash and total compensation opportunities to performance of our company and/or our operating groups;



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we do not provide our NEOs with tax gross-ups;



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our equity compensation awards are subject to a "double trigger" acceleration of vesting;



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we maintain a stand-alone recoupment or "clawback" policy with respect to incentive-based cash and equity compensation for our executive officers;



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we do not pay dividends or dividend equivalents on performance-based equity compensation awards during the applicable performance period;



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repricing of stock options is prohibited under our Long-Term Stock Incentive Plan (which we refer to as the "LTIP") absent shareholder approval;



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we maintain stock ownership guidelines for our executive officers;



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we have a retention guideline, or holding period, on exercised stock options and vested restricted stock that applies to our executive officers;



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we have an anti-hedging policy prohibiting our directors and executive officers from hedging the economic risk of ownership of our company's stock;



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we have a formal anti-pledging restriction applicable to our directors and executive officers; and

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•

we provide only modest perquisites, namely complimentary or discounted availability of our products, that serve the best interests of our business and are common practice in our industry.

Compensation Decision Process

        Compensation Consultants.    Pursuant to its charter, our compensation committee has the authority, with our company's funding, to retain or obtain the advice of a compensation consultant to assist in the evaluation of, among other things, chief executive officer and non-CEO executive officer compensation, provided, that it will retain such an advisor only after taking into consideration relevant factors relating to the advisor's independence from our management.

        Our compensation committee again retained Mercer (US) Inc. as its compensation consultant during fiscal 2016 to assist with various executive compensation matters, including proposals for the total compensation paid to our executive officers, and the individual components of executive officer compensation, and market data, including the peer group, used by management in reviewing executive officer compensation and influencing our Chief Executive Officer's recommendations to the compensation committee on compensation paid to our other NEOs for fiscal 2016.

        In relation to our compensation committee's retention of Mercer, our compensation committee considered various factors relating to the advisor's independence from our management, including those enumerated by the NYSE. As part of its evaluation, our compensation committee considered the following: Mercer's parent company Marsh & McLennan provides certain insurance brokerage services to our company; the fees paid to Marsh & McLennan in connection with those brokerage services represented a nominal amount of the revenues generated by that company; Mercer's policies and procedures relating to conflicts of interest; the fact that the Mercer consultants that work with our company do not own any of our common stock; and certain present and historic business relationships between Mercer or its affiliates, on the one hand, and employers of certain of our compensation committee members. Following its review, our compensation committee concluded that Mercer was independent.

        Key Participant Roles.    The following table summarizes the significant roles of the various key participants, including those of certain of our executive officers, in the decision-making process with respect to NEO compensation, in particular for fiscal 2016:

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        Market Data.    We utilize market surveys to obtain a general understanding of compensation practices and trends, and in evaluating market comparisons of compensation paid to our NEOs, when making compensation recommendations and decisions for our NEOs. For fiscal 2016 compensation reviews, we utilized the applicable Kenexa Global Consumer Goods Surveys; Mercer's Apparel and Retail Industry Surveys; and Towers Watson's General and Retail/Wholesale Industry Survey Reports on Executive Compensation. We do not have any input into the companies that make up these surveys.

        In addition, our compensation committee reviews compensation data obtained from publicly available sources for peer companies. For fiscal 2016, our compensation committee reviewed relevant compensation data from the following companies:

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Elements of Executive Officer Compensation

        Total compensation for our NEOs in recent years has consisted of the following components:

        Target Compensation Levels.    In recent years, our compensation committee has generally utilized the median of total cash compensation (base salary and cash incentive awards) for similar positions identified using industry and general market data, as well as that of similarly situated executives at the peer company group, as a guideline for evaluating and approving the target total cash compensation for our executive officers generally. In establishing specific base salary amounts and cash incentive award target amounts payable to any individual executive officer, our compensation committee takes into consideration a number of factors, such as the specific individual's duration with our company and in a specific role, prior performance and accomplishment of significant business strategies, the size of an operating group or business unit, the oversight and other responsibilities of the individual, the individual's prior employment experience, the individual's compensation history at our company, other factors related to the scope or unique nature of the incumbent's job responsibilities, retention considerations and geographic distinctions. For reference, total target cash compensation approved by our compensation committee for our Chief Executive Officer for fiscal 2016 was approximately 92% of the market median studied by the committee, which took into consideration Mr. Chubb's election as our Chief Executive Officer at the beginning of 2013.

        In approving the amount of long-term equity compensation granted to our executive officers, our compensation committee reviews market data to understand trends and general compensation practices (for example, typical vesting periods, types and values of equity grants and/or the mix of cash and equity compensation). In approving our fiscal 2016

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equity compensation program, which is described under "—Long-Term Equity Incentive Compensation," our compensation committee also took into consideration market survey data on equity compensation ranges and recommendations made by the compensation consultant engaged by our compensation committee.

        Compensation Mix.    Our compensation committee reviews all components of the compensation payable to our executive officers, including base salaries, cash incentive awards, and long-term equity compensation. Our compensation committee generally increases target incentive award levels for an executive officer as such officer's responsibilities within our organization increase, thereby more heavily weighting the variable elements of compensation for our most senior executive officers who are more likely to have a strong and direct impact in achieving strategic and financial goals that are most likely to affect shareholder value. Our compensation committee believes that the best interests of our shareholders are served by tying pay to performance and subjecting a meaningful proportion of our NEOs' total compensation to the achievement of company and/or operating group performance that benefits our company and shareholders. In approving the total target compensation of our NEOs, however, our compensation committee does not expressly allocate a specified percentage of total compensation to base salary, short-term incentive compensation and/or long-term equity compensation.

        As illustrated below, a significant portion of our NEOs' total target direct compensation for fiscal 2016 was performance based.

Base Salary

        Our compensation committee utilizes base salaries to provide a fixed amount of compensation to our NEOs for the performance of their duties. Base salaries of our NEOs are reviewed on an annual basis. Our compensation committee determines the salary of our Chief Executive Officer and reviews and approves (with or without modification) our Chief Executive Officer's recommended salaries for our other executive officers.

Base Salaries for Fiscal 2016

        Chief Executive Officer's Review.    In March 2016, our compensation committee evaluated Mr. Chubb's performance during fiscal 2015. As part of its review, our compensation committee considered the company's performance and achievements during fiscal 2015, including in particular:

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the successful disposition of our former Ben Sherman operating group;



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the implementation of executive succession plans at our key Tommy Bahama and Lilly Pulitzer operating groups in anticipation of executives of those operating groups retiring, with Mr. Douglas B. Wood being promoted to Chief Executive Officer, Tommy Bahama at the beginning of fiscal 2016 and Ms. Michelle M. Kelly being first promoted to President, Lilly Pulitzer during fiscal 2015 and subsequently being promoted to Chief Executive Officer, Lilly Pulitzer following the conclusion of the year;



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increased top- and bottom-line performance for the company on a consolidated basis, despite an overwhelmingly challenging consumer retail environment; and



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execution and/or progress with respect to several other strategic initiatives for our organization.

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Base Salaries for our NEOs

        Following a review of relevant market data with respect to each of our NEOs, individual performance and contributions to our company and the financial performance of our company and various business units, our compensation committee approved the following merit-based increases in base salary (which became effective following the committee's meeting in March 2016):

Short-Term Incentive Compensation

        Our compensation committee utilizes cash incentive awards under the EPIP to provide our NEOs with variable cash compensation opportunities based on company and/or operating group performance.

        For fiscal 2016, our compensation committee approved an annual cash incentive program for our NEOs. The program set target awards and performance goals based exclusively on the performance of our company or applicable operating group during the year. The fiscal 2016 program was generally similar in structure and operation to the program utilized in recent years.

        Consistent with the objective of motivating our NEOs to achieve and exceed performance goals, our compensation committee approved threshold, target and maximum award levels expressed as a percentage of each NEO's base salary for fiscal 2016, as follows:

        For cash incentive awards that could become payable to Mr. Chubb, Mr. Campbell and/or Mr. Grassmyer, our compensation committee approved individual performance measures based on profit before taxes, as adjusted for specifically identified non-recurring or unusual items (PBT), of our company and each of our operating groups. The total cash incentive award for each of these individuals was comprised of distinct performance measure components tied to our company as a whole, as well as each of our operating groups individually. PBT is a performance measure which we believe drives shareholder value by focusing management on the profitability of our company and/or operating groups, taking into consideration the cost of the capital being deployed.

        For cash incentive awards that could become payable to Ms. Kelly, the incentive award was based entirely on our Lilly Pulitzer operating group's satisfaction of applicable PBT targets. For cash incentive awards that could become payable to Mr. Wood, the incentive award was based entirely on our Tommy Bahama operating group's satisfaction of applicable PBT targets.

        For each of our NEOs, no cash incentive would be payable under the EPIP unless the applicable threshold performance measure for the applicable operating group and/or our company was satisfied.

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        In establishing performance targets for cash incentive award opportunities for each of our NEOs for fiscal 2016, our compensation committee took into consideration our forecasts for the fiscal year and anticipated changes in our business(es) from the prior year.

•

For purposes of the cash incentive award for Mr. Chubb, Mr. Campbell and Mr. Grassmyer, the table below sets forth the threshold, target and maximum performance targets established by our compensation committee for each of our operating groups and our company as a whole; the actual performance of each of our operating groups and our company as a whole during fiscal 2016; the applicable weighting allocated to each of our operating groups and our company as a whole; and the weighted contribution to the actual incentive award earned by each of these executive officers.



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For purposes of the cash incentive awards to Ms. Kelly and Mr. Wood, the table below includes the threshold, target and maximum performance targets established by our compensation committee for our Lilly Pulitzer operating group and our Tommy Bahama operating group, respectively, and the actual performance of each of those operating groups during fiscal 2016.

        The target PBT for each group and for total company took into consideration our forecasts for fiscal 2016, as well as anticipated disruptions in our industry and business, but emphasizing for our executive management the necessity to achieve and/or exceed our own plans in order to receive a target level incentive award.

        Based on our fiscal 2016 performance, each of our NEOs earned the following cash incentives in respect of fiscal 2016:

        Although our compensation committee retains "downward discretion" to reduce (but not to increase) the total cash incentive awards payable to any of our NEOs, it did not exercise its discretion in respect of fiscal 2016.

Long-Term Equity Incentive Compensation

        Our compensation committee utilizes stock-based incentive awards under the LTIP to incent our NEOs to remain with our company and further align the interests of our NEOs with those of our shareholders. In March 2016, our compensation committee approved the equity compensation program for fiscal 2016.

        For fiscal 2016, the program included two equity elements:

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performance-based restricted stock awards under the LTIP that provided participants the opportunity to earn restricted shares contingent upon our achievement of certain earnings per share performance goals for our company during fiscal 2016, with any restricted shares earned by recipients further subject to a two year vesting period, with the shares subject to cliff vesting on April 15, 2019; and



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service-based restricted shares under the LTIP that are subject to a three year vesting period, with the awards cliff vesting on April 15, 2019.

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        Our compensation committee believes that a mix of performance-based and service-based equity awards is in line with market data and furthers the program's incentive and retention objectives. The table below sets forth the awards approved by our compensation committee for each of our NEOs for the fiscal 2016 LTIP program.

        The 2016 earnings per share performance goals established by the compensation committee for the performance-based restricted stock awards were as follows: threshold—$3.27; target—$3.85; and maximum—$4.43. Our actual fiscal 2016 earnings per share, as defined under the program, was $3.60. The earnings per share for our performance-based restricted stock awards utilizes a performance target definition established by the compensation committee at the beginning of fiscal 2016 and, as a result, differs from the adjusted earnings per share that we subsequently reported in our earnings releases.

        As a result of our performance, 68% of the target performance-based restricted shares for fiscal 2016 were earned. From the actual grant of earned restricted shares in March 2017 through the applicable vesting date, our NEOs receive dividends on these restricted shares and are entitled to voting rights. The fiscal 2016 equity awards would generally be forfeited if the recipient is not continuously employed by us through April 15, 2019. Accelerated vesting of the award is limited to a "double trigger" scenario (i.e., a change of control of our company and a termination of employment by the individual with good reason or by us or our acquiror without cause). In addition, amounts received or that may be received under the fiscal 2016 equity compensation program in respect of performance-based awards are subject to a clawback provision in the event of certain material restatements of our financial statements.

Other Benefit Plans and Perquisites

        Retirement Savings Plan.    During fiscal 2016, we provided retirement benefits to our eligible employees, including our NEOs, under the terms of our tax-qualified retirement savings plan (which we also refer to as our "401(k) plan"). Our 401(k) plan is intended to promote retirement savings by providing employees with an opportunity to save in a tax-efficient manner. During calendar year 2016, we made matching contributions to participants who had achieved a minimum of one year of service under the plan of (1) 100% of the first 3% of the participant's compensation that is deferred and (2) 50% of the next 2% of the participant's compensation that was deferred.

        Our company contributions under the 401(k) plan are subject to limitations prescribed by the Internal Revenue Code. Our company contributions to the 401(k) plan vest immediately. Our NEOs are permitted to make contributions to the plan solely from pre-tax compensation and participate in our 401(k) plan on the same terms as other "highly compensated employees" (determined under applicable Internal Revenue Service guidelines) of our company. During fiscal 2016, all of our NEOs participated in our 401(k) plan. Company contributions for each NEO during fiscal 2016 under our 401(k) plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2016."

        Non-Qualified Deferred Compensation Plan.    We offer a Non-Qualified Deferred Compensation Plan, which we refer to as the "Deferred Compensation Plan," to certain highly compensated employees based in the United States, including our NEOs (other than Ms. Kelly, who is an employee of our Lilly Pulitzer operating group, which does not currently participate in our Deferred Compensation Plan). Under the Deferred Compensation Plan, a participant may defer up to 50% of base salary and up to 100% of an annual performance-based cash incentive award. The eligible NEOs participate in the Deferred Compensation Plan on the same terms as our other eligible, participating employees. During fiscal 2016, Messrs. Chubb, Campbell, Grassmyer and Wood participated in the Deferred Compensation Plan.

        All deferral elections are irrevocable except in the case of a hardship. In respect of calendar year 2016, we made a contribution to each participant's account of (1) 4% of the amount that a participant's compensation during the calendar year exceeded the 401(k) compensation limit for the calendar year (which for calendar year 2016 was $265,000), and (2) 4% of any compensation that is excluded from receiving a company match in the 401(k) plan due to participation in the Deferred Compensation Plan, provided in each case that the participant elects under the Deferred Compensation Plan to defer at least 1% of his or her base salary for the year in the Deferred Compensation Plan. Company contributions for each NEO during fiscal

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2016 under our Deferred Compensation Plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2016."

        The Deferred Compensation Plan is intended to offer our highly compensated employees, including our eligible NEOs, a tax-efficient method for accumulating retirement savings, as well as to provide an opportunity for our executives to accumulate savings in a tax-efficient manner for significant expenses while continuing in service. The Deferred Compensation Plan constitutes an unfunded, non-qualified deferred compensation plan, and participants' account balances are subject to the claims of our company's creditors. In the event that our company becomes insolvent, participants in the Deferred Compensation Plan would be unsecured general creditors with respect to their account balances, which we believe further aligns the interests of our participating NEOs with the long-term interests of our shareholders.

        Because none of our NEOs received above-market, fixed rates of return under the Deferred Compensation Plan, earnings under the plan are not included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2016." Earnings and related activity under the Deferred Compensation Plan by our NEOs during fiscal 2016 are described below under "—Compensation Tables—Fiscal 2016 Non-Qualified Deferred Compensation."

        Executive Medical Insurance Plan.    During calendar year 2016, certain key employees based in the United States, including Messrs. Chubb, Campbell and Grassmyer were eligible to participate in a fully insured executive medical plan that covers medical expenses, including deductibles, as well as dental, vision and similar coverage, not covered under a base medical plan. The plan provides for coverage of up to $100,000 per year with a limit of $10,000 per occurrence. Our executive medical insurance also provides for a $100,000 accidental death and dismemberment benefit that will pay an eligible executive officer's beneficiary the lump sum amount in the event of death as a result of a covered accident. Our Lilly Pulitzer and Tommy Bahama operating groups do not participate in the executive medical insurance plan; accordingly, Ms. Kelly and Mr. Wood were not eligible to participate in this plan.

        Premiums and administration fees paid by us for each participating NEO during fiscal 2016 under the executive medical insurance plan are included in the table below under "—Compensation Tables—Summary Compensation Table for Fiscal 2016."

        Other Benefits.    In addition to some of the other compensation policies discussed above, our NEOs are generally eligible to participate in and receive the same health, life insurance and disability benefits, and to participate in certain other benefit plans available to our employees generally, subject to distinctions in our plans that are applicable to employees of our subsidiaries.

        Merchandise Discounts.    From time to time, our NEOs receive discounts on merchandise purchased directly from our company, as well as complimentary meals at our Tommy Bahama restaurants. Certain of these discounts and benefits are offered to other designated employees from time to time. We offer these discounts and benefits because they represent common practice in our industry.

Written Arrangements

        Subject to the effect of local labor laws, all of our employees are terminable at our discretion. We do not currently have a written employment agreement with any of our NEOs.

Clawback Policy

        We maintain a recoupment or "clawback" policy in order to further align the interests of our executive officers with the interests of our shareholders and strengthen the link between total compensation and our performance. Under this policy, we may seek to recover incentive-based cash and equity compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we announce that we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.

        Under the policy, the amount to be recovered will be determined by the compensation committee taking into account such considerations as it deems appropriate, including the overpayment relative to the incentive based-compensation that would have been paid to the employee if the financial statements had been as presented in the restatement. Incentive-based compensation is defined broadly to include bonuses, awards or grants of cash or equity under any of our incentive compensation or bonus plans, including but not limited to the LTIP and the EPIP, in each instance where the bonuses, awards or grants are based in whole or in part on the achievement of financial results. The policy gives the compensation committee discretion to interpret and apply the policy.

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Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy

        Our Board has established stock ownership guidelines for our executive officers, including the NEOs. The ownership guidelines specify a target number of shares of our common stock that our executive officers are expected to accumulate and hold within five years of appointment to the applicable position. Pursuant to these guidelines, each of our executive officers is expected to own or acquire shares of our common stock having a fair market value of a multiple of his or her base salary as follows: Chief Executive Officer—4.0x; President—2.5x; Executive Vice Presidents—2.0x; and All Other Executive Officers—1.5x. Each of our NEOs has satisfied the applicable stock ownership guideline.

        Our Corporate Governance Guidelines also provide for a retention guideline, or holding period, of one year for stock acquired upon the exercise of options or lapse of restrictions on restricted stock (net of funds reasonably expected to be necessary to satisfy applicable taxes and/or pay the exercise price of stock options) that applies to our executive officers, including our NEOs.

        Pursuant to our Corporate Governance Guidelines and our insider trading policy, our directors and executive officers, including our NEOs, are prohibited from hedging the economic risk of ownership of our company's stock, including through the use of puts, calls, equity swaps or other derivative securities or from entering into any pledge arrangements that use our company's stock as collateral for a loan or other purposes.

Tax Deductibility Considerations

        It is the responsibility of our compensation committee to address the issues raised by Section 162(m) of the Internal Revenue Code. Section 162(m) generally prohibits us from deducting the compensation of certain NEOs that exceeds $1,000,000 during any year. The limitation does not apply to compensation based on achievement of pre-established performance goals if certain requirements are met. Our EPIP and LTIP are structured to permit certain awards to qualify as performance-based compensation to maximize the tax deductibility of such awards. Our compensation committee, as it deems appropriate, uses and intends to use performance-based compensation to limit the amount of compensation paid by us that would not be eligible for deductibility. However, our compensation committee believes that we must be able to attract, retain and reward the executive leadership necessary to develop and execute our strategic plans and that the loss of a tax deduction may be necessary and appropriate in some circumstances. Accordingly, our compensation committee may exercise its discretion to award compensation in excess of the Section 162(m) limits as it deems necessary or appropriate.

Compensation Tables

Summary Compensation Table for Fiscal 2016

        The table below shows the compensation for each of our NEOs for the applicable fiscal years:

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Grants of Plan-Based Awards in Fiscal 2016

        The following table presents information for fiscal 2016 regarding equity awards granted under our LTIP and possible cash awards that could have been earned for fiscal 2016 performance under our EPIP or other special cash long-term incentive opportunities.

Outstanding Equity Awards at Fiscal 2016 Year-End

        The following table provides information with respect to unvested equity awards held by our NEOs as of January 28, 2017. Our NEOs did not hold any unexercised stock options at the end of fiscal 2016.

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(2)

The market value of stock awards reported is computed by multiplying the number of shares of stock that have not vested by $54.07, the per-share closing price of our common stock on January 27, 2017.

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(1)

Reflects the vesting of restricted share units granted in respect of our fiscal 2012 performance. The dollar amount is determined by multiplying (x) the number of shares of our common stock vested by (y) the per-share closing price of our common stock on the vesting date.

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