La-Z-Boy (LZB) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for August 27, 2024, with four key proposals: election of ten directors, ratification of the auditor, advisory approval of executive compensation, and approval of a new omnibus incentive plan.

• FY 2024 saw a 13% sales decline to $2.0B, with operating margin and EPS also down, reflecting normalization after a prior backlog and industry headwinds.

• The company continued to execute its Century Vision growth strategy, expanding retail and wholesale presence, launching new brand campaigns, and investing in supply chain and leadership.

• Over the past five years, $368M was returned to shareholders through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten director nominees, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation (say-on-pay), and approving the 2024 Omnibus Incentive Plan.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Nine of ten director nominees are independent; the Board is led by an independent, non-executive Chair.

• Directors bring diverse expertise in leadership, finance, technology, retail, marketing, global operations, and risk management.

• The Board conducts annual self-evaluations, maintains strong stock ownership guidelines, and enforces anti-hedging/pledging policies.

• Board refreshment is ongoing, with an average non-employee director tenure of 6.3 years.