La-Z-Boy (LZB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 26, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• FY 2025 saw consolidated sales of $2.1B, a 3% increase, with strong retail and wholesale segment growth despite industry headwinds.

• The company’s Century Vision strategy aims to grow sales at double the industry rate and maintain double-digit operating margins over the long term.

• Adjusted operating margin was 7.6%, and GAAP operating cash flow increased 18% to $187.3M compared to FY 2024.

• Over the past five years, $412.3M was returned to shareholders through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine director nominees for a one-year term, ratify PricewaterhouseCoopers LLP as the independent auditor for FY 2026, and approve executive compensation in a non-binding advisory vote.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will be reduced to nine members following two retirements; eight of nine nominees are independent.

• Board committees (Audit, Compensation and Talent Oversight, Nominating and Governance) are composed solely of independent directors.

• The board conducts annual self-evaluations and maintains policies on director independence, overboarding, and stock ownership.

• Leadership structure includes a combined Chair/CEO role with an independent Lead Director.

• Board refreshment and succession planning are ongoing priorities, with an average director tenure of 6.3 years.