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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 10, 2022
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 January 4, 2022, the Company will be presenting virtually
at the ICR Conference 2022. The Company’s presentation is scheduled to begin at 2:30 p.m., Eastern time, on January 10, 2022 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
it had a strong Holiday selling season and is experiencing a strong start to the Resort selling season; as a result, the Company expects
to exceed its previously issued sales and earnings guidance for the fourth quarter and full 2021 fiscal year, which end on January 29,
2022, as previously published by the Company in its press release issued on December 8, 2021. 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, the impact of the coronavirus
(COVID-19) pandemic on our business, operations and financial results, including due to uncertainties about scope and duration, future
store closures or other restrictions (including reduced hours and capacity and/or operating requirements) due to government and health
department mandates and/or recommendations, the effectiveness of store and restaurant re-openings (including impacts on consumer traffic)
and supply chain disruptions, any or all of which may also affect many of the following risks; 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
for apparel and related products; supply chain disruptions, including the potential lack of inventory to support demand for our products,
which may be impacted by capacity constraints, closed factories, and cost and availability of freight deliveries; costs and availability
of labor; costs of products as well as the raw materials used in those products; expected pricing levels; the timing of shipments requested
by our wholesale customers; expected outcomes of pending or potential litigation and regulatory actions; cybersecurity breaches; changes
in international, federal or state tax, trade and other laws and regulations, including the potential increase in the U.S. corporate federal
income tax rate and/or imposition of additional duties; 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
financial stress, staffing shortages, liquidity challenges and/or bankruptcy filings; weather; fluctuations and volatility in global financial
markets; retention of and disciplined execution by key management; the timing and cost of store and restaurant openings and remodels,
technology implementations and other capital expenditures; acquisition and disposition activities, including our ability to timely recognize
expected synergies from acquisitions; the impact of any restructuring initiatives we may undertake; access to capital and/or credit markets;
changes in accounting standards and related guidance; and factors that could affect our consolidated effective tax rate. 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 2020, 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.
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 10, 2022 |
/s/ Suraj A. Palakshappa |
| |
Name: |
Suraj A. Palakshappa |
| |
Title: |
Vice President-Law, General Counsel and Secretary |
