oxm-20260513

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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Oxford Industries, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required

☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 23, 2026

Notice is hereby given that the 2026 Annual Meeting of Shareholders of Oxford Industries, Inc. will be held on Tuesday, June 23, 2026 at 2:00 p.m., Eastern Time. The meeting will be conducted virtually via live audio webcast. There will not be a physical location for the annual meeting, and shareholders will not be able to attend the meeting in person. Shareholders may access and participate in the annual meeting by visiting meetnow.global/M965SXG. At the meeting, shareholders will consider and vote on the following matters:

(1)To elect as directors three Class I nominees, as named in the accompanying proxy statement, to serve until the 2029 Annual Meeting of Shareholders;

(2)To approve the Oxford Industries, Inc. Long-Term Stock Incentive Plan, as amended and restated, to, among other things, authorize 750,000 additional shares of common stock for issuance under the plan;

(3)To ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2026;

(4)To approve, by a non-binding, advisory vote, the compensation of our named executive officers; and

(5)To transact any other business that properly comes before the annual meeting or any adjournment or postponement.

Shareholders of record as of the close of business on April 17, 2026 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 designed the format of the annual meeting to ensure that shareholders have the opportunity to participate in the meeting. The annual meeting will include a Q&A session during which members of our executive leadership team, including the Chairman of the Board and our Lead Director, will be available to answer questions submitted during the meeting, as time permits. To ensure the annual meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such other person designated by our Board) may exercise discretion in recognizing questions, the order in which questions are answered and the amount of time devoted to questions.

We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. A Notice of Internet Availability of Proxy Materials will be mailed to shareholders beginning on or about May 13, 2026. This proxy statement and our Fiscal 2025 Annual Report on Form 10-K may be accessed by all shareholders at http://www.edocumentview.com/OXM. Any shareholder may request a printed copy of the proxy materials by following the instructions set forth in the Notice of Internet Availability.

Your vote is important, and you are encouraged to vote as soon as possible. You may vote using any of the following methods: (1) on the Internet, through a computer or mobile device such as a tablet or smartphone; (2) by requesting a paper copy of the proxy materials and submitting your vote via a toll-free telephone number or signing, dating and mailing a completed proxy card; or (3) electronically during the annual meeting. 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 with a broker, your 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.

The live audio webcast of the annual meeting will begin promptly at 2:00 p.m., Eastern Time. We encourage shareholders to access the webcast in advance of the designated start time. Please see “Information About the Meeting and Voting” in the accompanying proxy statement for additional information about how to participate in the annual meeting.


May 13, 2026						By Order of the Board of Directors, Jonathan O. Leptich General Counsel & Corporate Secretary


			Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 23, 2026: This proxy statement and our Fiscal 2025 Annual Report on Form 10-K are available on the Internet at http://www.edocumentview.com/OXM.

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PROXY STATEMENT						1
INTRODUCTION						1
PROPOSALS FOR SHAREHOLDER CONSIDERATION						1
Proposal No. 1: Election of Directors						2
Board of Directors						2
Bylaws Relating to Retirement						2
Director Nominations						2
Required Vote						2
Recommendation of our Board of Directors						2
Proposal No. 2: Approval of Oxford Industries, Inc. Long-Term Stock Incentive Plan, as Amended and Restated						3
General						3
Amendments to the LTIP						3
History of the LTIP						3
Shares Available for Issuance under the LTIP						3
Securities Authorized for Issuance under Equity Compensation Plans						4
Award Limits						4
Administration and Eligibility						4
Share Usage and Dilution						4
Types of Awards						5
Performance-Based Compensation						6
Adjustments						7
Transferability						7
Amendment						7
Duration						7
United States Federal Income Tax Consequences						7
New Plan Benefits						8
Why We Believe Shareholders Should Vote in Favor of the LTIP, as Amended and Restated						9
Copies of the LTIP						9
Required Vote						9
Recommendation of our Board of Directors						9
Proposal No. 3 : Ratification of Independent Registered Public Accounting Firm						10
Independent Registered Public Accounting Firm						10
Required Vote						10
Recommendation of our Board of Directors						10
Proposal No. 4 : Non-Binding, Advisory Vote to Approve Executive Compensation						10
Executive Compensation						10
Proposed Resolution						10
Required Vote						10
Recommendation of our Board of Directors						10
CORPORATE GOVERNANCE AND BOARD MATTERS						11
Directors						11
Director Nominees						11
Continuing Directors						12
Director Skills and Qualifications						14
Director Independence						14
Corporate Governance Guidelines; Conduct Policies						14

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Board Meetings and Committees of our Board of Directors						15
Executive Committee						15
Audit Committee						15
Finance Committee						16
Nominating, Compensation & Governance Committee (or NC&G Committee)						16
Board's Role in Risk Oversight						16
Corporate Responsibility Oversight						17
Meetings of Non-Employee Directors						17
Board Leadership						17
Director Nomination Process						17
Director Compensation						18
Compensation Program for Fiscal 20 25						18
Director Compensation for Fiscal 20 25						18
Stock Ownership and Retention Guidelines						19
EXECUTIVE OFFICERS						20
EXECUTIVE COMPENSATION						21
Introduction						21
Compensation Discussion and Analysis						21
Executive Summary						21
Fiscal 20 25 Overview and Highlights						21
Consideration of Last Year’s Advisory Say-On-Pay Votes						22
Compensation Philosophy and Objectives						22
Compensation Decision Process						23
Elements of Executive Officer Compensation						25
Base Salary						26
Short-Term/Annual (Cash) Incentive Compensation						26
Long-Term Equity Incentive Compensation						27
Other Benefit Plans and Perquisites						29
Written Arrangements						30
Clawback Policy						30
Policies and Practices Relating to the Timing of Certain Equity Awards						30
Stock Ownership and Retention Guidelines; Anti-Pledging/Hedging Policy						30
Insider Trading Policy						30
Compensation Tables						31
Summary Compensation Table for Fiscal 20 25						31
Grants of Plan-Based Awards in Fiscal 20 25						32
Outstanding Equity Awards at Fiscal 202 5 Year-End						33
Stock Vested During Fiscal 20 25						35
Fiscal 202 5 Non-Qualified Deferred Compensation						35
Potential Payments on Termination or Change of Control						36
CEO Pay Ratio						37
Pay Versus Performance						37
NOMINATING, COMPENSATION & GOVERNANCE COMMITTEE REPORT						43
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION						43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS						43
AUDIT-RELATED MATTERS						43
Report of the Audit Committee						43
Fees Paid to Independent Registered Public Accounting Firm						44
Approval of Audit and Permissible Non-Audit Services of Independent Auditors						44

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COMMON STOCK OWNERSHIP BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS						45
Management						45
Certain Beneficial Owners						46
EQUITY COMPENSATION PLAN INFORMATION						47
INFORMATION ABOUT THE MEETING AND VOTING						47
Shares Outstanding						47
Participating in the Meeting						47
Voting						47
Broker Discretionary Voting; Broker Non-Votes						48
Changing Your Vote						48
Quorum						48
ADDITIONAL INFORMATION						48
Annual Report on Form 10-K						48
Submission of Director Candidates by Shareholders and Shareholder Proposals						48
Requirements for Director Nominations by Shareholders						49
Requirements for Shareholder Proposals						49
Communications to our Board of Directors						49
Proxy Solicitation						49
Shareholder List						49
Website Information						49
APPENDIX A - OXFORD INDUSTRIES, INC. AMENDED AND RESTATED LONG-TERM STOCK INCENTIVE PLAN						A1

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999 Peachtree Street, N.E., Suite 1225

Atlanta, Georgia 30309

PROXY STATEMENT

For 2026 Annual Meeting of Shareholders

To Be Held on June 23, 2026

INTRODUCTION

This proxy statement contains information relating to the 2026 Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on Tuesday, June 23, 2026, beginning at 2:00 p.m., Eastern Time. The annual meeting will be conducted as a virtual meeting, accessible via live audio webcast at meetnow.global/M965SXG.

We have elected to provide access to our proxy materials on 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. The Notice of Internet Availability contains instructions for accessing our proxy materials and submitting a proxy on 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 13, 2026 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 and other nominees to beneficial owners of shares of which they are the shareholder of record.

This proxy statement and our Fiscal 2025 Annual Report on Form 10-K are available at http://www.edocumentview.com/OXM. We will mail any shareholder a copy of the proxy materials free of charge, but only upon request to those following the instructions set forth in the Notice of Internet Availability.

PROPOSALS FOR SHAREHOLDER CONSIDERATION

Proposal

Board’s
Recommendation

Proposal No. 1—Election of Directors

Election of Dennis M. Love, Clyde C. Tuggle and Carol B. Yancey as Class I directors for a three-year term expiring in 2029

FOR EACH

Proposal No. 2—Approval of Oxford Industries, Inc. Long-Term Stock Incentive Plan, as Amended and Restated

Approve the Oxford Industries, Inc. Long-Term Stock Incentive Plan, as amended and restated, to, among other things, authorize 750,000 additional shares of common stock for issuance under the plan

FOR

Proposal No. 3—Ratification of Ernst & Young LLP

Ratification of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2026

FOR

Proposal No. 4—Non-Binding, Advisory Vote on Executive Compensation

A non-binding, advisory vote to approve the compensation paid to our named executive officers

FOR

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Proposal No. 1: Election of Directors

Board of Directors

In accordance with our charter, our directors are divided into three classes that are as nearly equal in size as possible. Directors in each class are elected to three-year terms, with director classes serving staggered terms. A director holds office until the annual meeting of shareholders held in the year during which the director’s term ends and until his or her successor is elected and qualified. When the number of directors is increased, newly appointed directors are required to stand for election at the next annual meeting.

Bylaws Relating to Retirement

Pursuant to our bylaws, an individual becomes ineligible for election or appointment as a director: (1) for any employee director (i.e., someone who concurrently serves as an employee of our company and as a member of our Board), other than an individual who has at any time served as our Chief Executive Officer, following the end of our fiscal year during which such individual reaches the age of 65; and (2) for any other individual, following the end of our fiscal year during which such individual reaches the age of 72.

Director Nominations

Our Board currently consists of four Class I directors (Dennis M. Love, Clyde C. Tuggle, E. Jenner Wood III and Carol B. Yancey), three Class II directors (Thomas C. Chubb III, John R. Holder and Stephen S. Lanier) and three Class III directors (Helen Ballard, Virginia A. Hepner and Milford W. McGuirt).

At our 2026 annual meeting, the terms of our Class I directors will expire. Our Board, on the recommendation of our Nominating, Compensation & Governance Committee, or NC&G Committee, has unanimously nominated Dennis M. Love, Clyde C. Tuggle and Carol B. Yancey for election at our annual meeting as Class I directors, each to serve for a three year term expiring in 2029 and until his or her respective successor is elected and qualified.

The term for Mr. E. Jenner Wood III expires at this year’s annual meeting. Mr. Wood has served on our Board since 1995. Because Mr. Wood 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. Wood will not seek re-election as a director at the annual meeting. We thank Mr. Wood for his many years of service to our company.

On March 23, 2026, our Board amended our bylaws to reduce the number of directors serving on our Board to consist of nine members effective immediately prior to the 2026 Annual Meeting of Shareholders, so there will be no vacancy on our Board following Mr. Wood's retirement.

The terms of our Class II directors expire in 2027, and the terms of our Class III directors expire in 2028. Each of our Class II and Class III directors is currently expected to remain in office for the remainder of their current terms.

Required Vote

In an uncontested election at an annual meeting of shareholders, our bylaws require that each director be elected by a majority of the votes cast with respect to such director (number of shares voted “for” a director must exceed the number of votes cast “against” that director). In accordance with our bylaws, in order for a shareholder to have nominated a director for consideration at the 2026 annual meeting, we must have received the nomination not later than the close of business on March 26, 2026. We have not received a shareholder nomination for a director for consideration at the 2026 annual meeting. Accordingly, the election of directors at the 2026 annual meeting is an uncontested election.

Under Georgia law, in an uncontested election, even if a nominee who is already serving as a director fails to receive a majority of votes cast, the director would continue to serve on our Board as a “holdover director.” Under our bylaws, any holdover director must offer to tender his or her resignation to our Board. Our Board, in consultation with any of its committees so designated, would then determine whether to accept or reject the resignation, or whether other action should be taken. Under our bylaws, our Board is required to act on the resignation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified.

Abstentions and broker non-votes will have no effect on the vote for the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Each nominee has consented to serve if elected, and our Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If a nominee becomes unwilling or unable to serve prior to the annual meeting, then at the recommendation of our Board: (1) proxies will be voted for a substitute nominee selected by or at the direction of our Board; (2) the vacancy created by the inability or unwillingness of a nominee to serve will remain open until filled by our Board; or (3) our bylaws may be amended to reduce the number of directors serving on our Board.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF DENNIS M. LOVE, CLYDE C. TUGGLE AND CAROL B. YANCEY AS A CLASS I DIRECTOR.

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Proposal No. 2: Approval of Oxford Industries, Inc. Long-Term Stock Incentive Plan, as Amended and Restated

General

We are asking shareholders to approve the Oxford Industries, Inc. Long-Term Stock Incentive Plan, as amended and restated (which we refer to as the “LTIP”). The purpose of the LTIP is to promote our long-term financial success and increase shareholder value by aligning employee and director interests with shareholder interests through the grant of equity-based compensation opportunities for our key employees and non-employee directors. We believe that equity-based awards are a competitive necessity in our industry and are essential to our continued ability to recruit and retain the caliber of individuals needed to successfully oversee and execute our strategy. Furthermore, we believe our equity compensation program aligns the interests of employees, executives and directors with those of our shareholders by creating a strong focus on stock ownership and long-term shareholder value.

The LTIP serves these objectives and our shareholders’ interests by making equity-based awards available for grant to eligible participants in the form of (i) stock options, (ii) stock appreciation rights (“SARs”), (iii) restricted shares of our common stock, (iv) restricted share units (“RSUs”) or (v) other stock-based awards, in each case, together with related rights and interests therein.

Recognizing that, generally, to deliver a given long-term incentive award value, stock options require more shares than full-value awards and to further ensure that LTIP participants share in the appreciation and depreciation of the value of our common stock in line with the interests of our shareholders, since 2004, we have exclusively utilized service-based and performance-based, full-value awards (i.e., restricted shares and RSUs) for equity-based compensation and would currently expect that approach to continue.

Amendments to the LTIP

On March 23, 2026, our Board voted to amend and restate the LTIP, subject to shareholder approval at this year’s annual meeting, to (i) increase by 750,000 the number of shares of common stock authorized for issuance under the LTIP, (ii) add provisions for the potential delegation by our compensation committee to our Chief Executive Officer (or other members of management designated by the compensation committee) of authority to grant a limited number of special awards to non-executive employees under the LTIP, subject to certain limitations and conditions, including that the number of shares underlying such awards shall not exceed 25,000 shares in any calendar year, and (iii) make certain other non-material amendments.

Certain of the proposed changes to the LTIP do not require shareholder approval. Accordingly, if shareholders do not approve Proposal No. 2, these amendments to the LTIP approved by our Board will become effective; however, the increase in the number of shares of common stock authorized for issuance under the LTIP will not.

History of the LTIP

Certain milestones of the LTIP are as follows:

•The LTIP was originally adopted by our Board on July 27, 2004, subject to approval of our shareholders.

•The LTIP became effective upon approval by our shareholders on October 4, 2004.

•The LTIP was amended by our Board on August 3, 2006, subject to shareholder approval, to, among other things, increase by 500,000 shares a sublimit on the number of shares of our common stock that could be issued under the LTIP free of a “substantial risk of forfeiture” or in satisfaction of RSUs awarded under the LTIP.

•The LTIP was again amended by our Board on September 26, 2006, prior to our 2006 annual meeting, to eliminate various successor stock option plans and provide for the LTIP to serve as our company’s sole equity-based compensation plan (with the exception of our employee stock purchase plan, which is available to our eligible part-time and full-time employees in the United States on a non-discriminatory basis).

•Our Board’s August 3, 2006 amendment to the LTIP was approved by our shareholders on October 10, 2006.

•The LTIP was amended by our Board on March 26, 2009, subject to shareholder approval, to (1) increase by 1,000,000 shares the number of shares of our common stock that can be granted to participants over the life of the LTIP and (2) remove all sublimits on the number of shares of our common stock that could be issued under the LTIP free of a “substantial risk of forfeiture” or in satisfaction of RSUs awarded under the LTIP.

•Our Board’s March 26, 2009 amendments to the LTIP were approved by our shareholders on June 15, 2009.

•Our Board approved certain non-material amendments to the LTIP on March 27, 2014.

•Our shareholders reapproved the LTIP on June 18, 2014 to preserve the tax deductibility of qualifying performance-based awards pursuant to Section 162(m) of the Internal Revenue Code (which we refer to as the “Code”).

•The LTIP was amended by our Board on March 24, 2015 to, among other things, (1) establish minimum vesting periods for certain awards under the plan and (2) eliminate liberal share recycling provisions previously included in the plan.

•The LTIP was amended by our Board on March 21, 2022, subject to shareholder approval, to (i) increase by 500,000 the number of shares of common stock authorized for issuance under the LTIP, (ii) remove and delete certain references to Section 162(m) of the Code rendered inapplicable by The Tax Cuts and Jobs Act of 2017, (iii) add provisions for the potential grant of “other stock-based awards” pursuant to the LTIP and (iv) make certain other non-material amendments.

•Our Board’s March 21, 2022 amendments to the LTIP were approved by our shareholders on June 14, 2022.

Notably, the LTIP remains our company’s sole equity-based compensation plan.

Shares Available for Issuance under the LTIP

Subject to shareholder approval of this proposal, the total number of shares authorized for issuance over the life of the LTIP is 3,250,000 shares. As of January 31, 2026, there were 45,523 shares of our common stock available for issuance under the LTIP (assuming the vesting of all then outstanding

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unvested restricted shares and service-based RSUs, as well as the grant at target performance of all shares of our common stock that could be granted pursuant to outstanding performance-based RSU awards). Assuming the effectiveness of the proposed amendment, as of April 17, 2026, there would have been an aggregate of 457,788 shares of our common stock available for issuance under the LTIP (assuming the vesting of all then outstanding unvested restricted shares and service-based RSUs, as well as the grant at target performance of all shares of our common stock that could be granted pursuant to outstanding performance-based RSU awards). The proposed amendment is necessary for the settlement of service-based and performance-based RSU awards approved by our Board in March 2026.

Securities Authorized for Issuance under Equity Compensation Plans

Certain additional information concerning securities authorized for issuance under our equity compensation plans as of January 31, 2026, consisting of the LTIP and our employee stock purchase plan, is presented in the “Equity Compensation Plan Information” section of this proxy statement.

Award Limits

Under the LTIP, an individual may not receive awards representing more than 300,000 shares of our common stock in any one calendar year. In addition, the aggregate number of shares issued under the LTIP upon the exercise of incentive stock options may not exceed 200,000.

Administration and Eligibility

Our NC&G Committee (or another committee appointed by our Board) administers the LTIP. Pursuant to its charter, our NC&G Committee is to be comprised of at least three directors, each of whom must be independent under the applicable NYSE listing standards and a “non-employee” director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.

In its capacity as plan administrator, our NC&G Committee determines which participants are granted awards, the type of each award granted and the terms and conditions of each award. The LTIP, as amended and restated, also permits our NC&G Committee to delegate authority to our Chief Executive Officer (or other members of management designated by the NC&G Committee) to grant a limited number of special awards to non-executive employees. Our NC&G Committee also has full power and authority to interpret and construe the LTIP and any associated award agreements. Any action or determination by our NC&G Committee is final, binding and conclusive.

With respect to each award granted under the LTIP, we have entered into and will continue to enter into a written or electronic award agreement with the participant which describes the terms and conditions of the award, including: (i) the type of award and when and how it may be exercised or earned; (ii) any exercise price associated with the award; (iii) how the award will or may be settled; and (iv) any other applicable terms and conditions affecting the award.

Employees of our company and our subsidiaries and non-employee members of our Board may be selected by our NC&G Committee to receive benefits under the LTIP. As of April 17, 2026, approximately 5,800 employees and nine non-employee directors were eligible to participate in the LTIP.

Share Usage and Dilution

Assuming the effectiveness of the proposed amendment to the LTIP to add an additional 750,000 shares available for future issuance, as of April 17, 2026, there would have been an aggregate of 457,788 shares of our common stock available for issuance under the LTIP (assuming the vesting of all then outstanding unvested restricted shares and service-based RSUs, as well as the issuance at target performance of all shares of our common stock that could be issued pursuant to outstanding performance-based RSU awards).

Dilution (aka Overhang)

The following table illustrates the potential dilutive impact to our shareholders of the LTIP, after giving effect to the proposed amendments, which we believe is below or within industry benchmarks:


Currently Outstanding Awards (as of April 17, 2026)	817,585 (1)
Available for Future Awards (assumes LTIP approved)	457,788
Total	1,275,373
Shares Outstanding as of April 17, 2026 Record Date	14,900,819
Dilution	8.56	%

(1)The number of shares subject to currently outstanding awards assumes the issuance at target performance of all shares of our common stock that could be issued pursuant to outstanding performance-based RSU awards. If our actual performance results in awards above or below target performance, those results would impact the number listed in the table as available for future awards on a one-for-one basis. For example, based on our company's relative total shareholder return during the performance period for performance-based RSU awards granted in fiscal 2023, no awards will be earned or issued under such RSU awards, and, when such performance is certified by our NC&G Committee, 66,176 shares of our common stock will become available for future issuance under the LTIP in addition to the shares identified above.

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Burn Rate

The following tables provide information regarding our NC&G Committee’s usage of the LTIP in the last three fiscal years (i.e., burn rate) based on both (i) performance-based awards approved during the relevant fiscal year (assuming target performance) and (ii) the actual number of shares earned pursuant to performance-based awards during the relevant fiscal year:


Burn Rate Based on Approved Performance-Based Awards (Assuming Target Performance)
	Director Retainers (Restricted Shares)	Service-Based RSU Awards	Performance-Based RSU Awards Approved(1)	Weighted Average Number of Shares Outstanding (000s)(2)	Burn Rate(3)
Fiscal 2023	13,203	60,555	74,605	15,590	0.95%
Fiscal 2024	12,928	66,970	80,215	15,665	1.02%
Fiscal 2025	32,918	135,400	115,300	14,963	1.90%
Three-Year Average					1.29%

(1)“Performance-Based RSU Awards Approved” reflects the number of shares that would be issued pursuant to performance-based equity awards approved during the relevant fiscal year (at target performance based on our relative total shareholder return during the applicable three-year performance period).

(2)Reflects basic weighted average number of shares outstanding during the applicable period.

(3)Burn rate = number of shares awarded (as set forth in the table) / weighted average number of shares outstanding.


Burn Rate Based on Performance-Based Awards Earned
	Director Retainers (Restricted Shares)	Service-Based RSU Awards	Performance-Based RSU Awards Earned (1)	Weighted Average Number of Shares Outstanding (000s)(2)	Burn Rate(3)
Fiscal 2023	13,203	60,555	110,568	15,590	1.18%
Fiscal 2024	12,928	66,970	97,814	15,665	1.13%
Fiscal 2025	32,918	135,400	43,954	14,963	1.42%
Three-Year Average					1.25%

(1)“Performance-Based RSU Awards Earned” reflects the number of shares actually earned pursuant to performance-based equity awards during the relevant fiscal year (based on our relative total shareholder return during the applicable three-year performance period). Performance-Based RSU Awards earned in fiscal 2023, fiscal 2024 and fiscal 2025 were granted in fiscal 2020, fiscal 2021 and fiscal 2022, respectively.

(2)Reflects basic weighted average number of shares outstanding during the applicable period.

(3)Burn rate = number of shares awarded (as set forth in the table) / weighted average number of shares outstanding.

We believe that our NC&G Committee’s use of the LTIP as a vehicle for rewarding and incentivizing key employees to deliver long-term value to our shareholders reflects a conservative and prudent use of equity-based compensation, as reflected in the burn rate metrics noted above. Our Board believes the requested share increase is appropriate to provide a reasonable level of equity grant capacity based on our recent burn rate, while taking into account the uncertainty in the number of shares that may ultimately be earned under outstanding and future performance-based awards with multi-year performance periods.

Types of Awards

The following is a summary of the types of awards that may be made under the LTIP:

Stock Options

Under the LTIP, our NC&G Committee may grant stock options (which may be incentive stock options under Section 422 of the Code or non-qualified stock options) that entitle the optionee to purchase shares of our common stock at a price equal to or greater than the fair market value of the stock on the date of grant. The option may specify that the exercise price is payable by the optionee (i) in cash, (ii) by the transfer to our company of unrestricted shares of our common stock, (iii) with any other legal consideration the NC&G Committee may deem appropriate or (iv) any combination of these. Except as specified under the award by the NC&G Committee in the event of a change of control or similar event, or the participant’s termination of employment due to death, disability, retirement, approved leave of absence, hardship or other special circumstances of the participant, no stock option granted to an employee may be exercised earlier than the first anniversary of the grant date. In addition, no stock option may be exercised more than 10 years from the grant date. Each grant may specify a period of continuous employment with our company or any of our subsidiaries (or in the case of a non-employee director, service on our Board) that is necessary before the stock option or any portion thereof will become exercisable.

SARs

Our NC&G Committee may grant SARs that entitle the participant to receive a payment equal to a percentage (not exceeding 100%) of the difference between the fair market value of our common stock on the grant date and on the date of exercise. The grant may specify that the amount payable to the participant upon exercise of the SAR may be paid (i) in cash, (ii) in shares of our common stock or (iii) any combination of these. Any grant may specify

2026 PROXY STATEMENT 5

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a waiting period before the SARs may become exercisable and permissible dates or periods on or during which the SARs are exercisable. Each grant of a SAR must specify the period of continuous employment of the participant by our company or any of our subsidiaries that is necessary before the SAR or installments thereof may be exercisable. Except as specified under the award by the NC&G Committee in the event of a change of control or similar event, or the participant’s termination of employment due to death, disability, retirement, approved leave of absence, hardship or other special circumstances of the participant, no SAR granted to an employee may be exercised earlier than the first anniversary of the grant date.

Restricted Share Awards

Our NC&G Committee may authorize grants to participants of restricted shares. An award of restricted shares involves the immediate transfer to a participant of ownership of a specific number of shares in return for the performance of services. The participant is entitled immediately to