lzb-20230718

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. )


☑			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

La-Z-Boy Incorporated

(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

NOTICE OF 2023 ANNUAL MEETING
OF SHAREHOLDERS

To Our Shareholders:

La-Z-Boy Incorporated will hold its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, August 29, 2023, beginning at 8:00 a.m., Eastern Daylight Time, in the Wright Room of The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan.

Your Vote Is Important

To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

Online

By Phone

By Mail

www.proxyvote.com

1-800-690-6903

Completing, dating, signing and returning your proxy card

If you attend the Annual Meeting and prefer to vote in person, you will be able to do so and your vote at the Annual Meeting will revoke any proxy you have previously submitted.

Items of Business:

•to elect the ten director nominees named in the attached Proxy Statement for an annual term until the 2024 annual meeting;

•to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for FY 2024;

•to approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;

•to approve, through a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of our named executive officers; and

•act upon such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on June 30, 2023, are entitled to notice of and to vote at the Annual Meeting. We hope you will read the attached Proxy Statement, which contains detailed information about the matters we are asking you to vote on. We recommend that you vote in accordance with the Board of Directors’ recommendations as set forth in the Proxy Statement. Your vote is very important to us. Whether or not you attend the Annual Meeting, we urge you to promptly vote and submit your proxy via a toll-free number or over the Internet, as detailed above. If you received a paper copy of the proxy card by mail, you may submit your proxy by signing, dating and mailing the proxy card in the envelope provided.

BY ORDER OF THE BOARD OF DIRECTORS

Uzma Ahmad

Vice President, Deputy General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on August 29, 2023

Our Proxy Statement and 2023 Annual Report are available online at http://www.proxyvote.com.


2023 Proxy Statement			1

PROXY STATEMENT SUMMARY

This summary is an overview of certain information in this Proxy Statement. As this is only a summary, before you vote, please review the complete Proxy Statement and our annual report to shareholders for the fiscal year ("FY") ended April 29, 2023 (the "2023 Annual Report").

We will hold the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of La-Z-Boy Incorporated (the “Company”) on Tuesday, August 29, 2023, beginning at 8:00 a.m., Eastern Daylight Time, in the Wright Room of The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of La-Z-Boy Incorporated (the “Board of Directors” or “Board”) of proxies to be voted at the Annual Meeting. This Proxy Statement, Notice of 2023 Annual Meeting of Shareholders, accompanying proxy card and the 2023 Annual Report are available at http://www.proxyvote.com. This Proxy Statement has been prepared by our management and approved by the Board, and is being sent or made available to our shareholders on or about July 19, 2023.

Proposals and Voting Recommendations


Proposals		Board's Voting Recommendation
1.	Elect the ten director nominees named in the Proxy Statement for a one-year term	FOR each nominee
2.	Ratify the selection of our independent registered public accounting firm for FY 2024	FOR
3.	Approve, through a non-binding advisory vote, the compensation of our named executive officers	FOR
4.	Approve, through a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of our named executive officers	1 YEAR

Director Nominees

Nominee

Independent

Director
Since

Primary (or Former) Occupation

Committees

Erika L. Alexander

2021

Chief Global Officer, Global Operations, Marriott International, Inc.

Sarah M. Gallagher

2016

Former President, Ralph Lauren North America
e-Commerce

James P. Hackett

2021

Former President and CEO, Ford Motor Company

Raza S. Haider

2023

Chief Product and Supply Chain Officer, Bose Corporation

Janet E. Kerr

2009

Vice Chancellor and Professor Emeritus, Pepperdine University

Mark S. LaVigne

2023

President and CEO, Energizer Holdings, Inc.

Michael T. Lawton*

2013

Former Executive Vice President & CFO, Domino's Pizza, Inc.

Rebecca L. O'Grady

2019

Former CMO International Marketing, e-Commerce & Consumer Insights, General Mills

Lauren B. Peters

2016

Former Executive Vice President & CFO, Foot Locker, Inc.

Melinda D. Whittington

2021

Our President and CEO

Audit

Committee Chair

Compensation and Talent Oversight

Chair of the Board

Nominating and Governance


2			La-Z-Boy Incorporated


Proxy Statement Summary

Corporate Governance Highlights

Our Board of Directors is committed to strong corporate governance as a driver of long-term shareholder value. More information on our key corporate governance practices can be found in this Proxy Statement as indicated below:


8	Annual election of directors; no classified Board	24	Strong stock ownership guidelines for directors and executive officers
8	Majority voting/director resignation policy for uncontested elections	25	Anti-hedging and anti-pledging policies in place
8, 22	9 of 10 director nominees are independent	25	Director overboarding policy in place
8, 69	One class of stock with each share entitled to one vote	25	Regular executive sessions of independent directors
22	Independent, non-executive Chair of the Board	27	All Board committees comprised of independent directors
24	Annual Board, committee and director self-evaluations

Strategic, Financial and Operational Highlights



Our Purpose
We believe in the transformational power of comfort. Our purpose is to lead the global furnishings industry by leveraging our expertise in comfort, providing an excellent consumer experience, creating high quality products, and empowering our people to transform rooms, homes, and communities.



Our Century Vision
In FY 2023, we were relentlessly focused on transformation. We continued executing our strategic vision with the goal to grow faster than the furniture industry in sales and to deliver double‐digit operating margin by our company's 100th year in 2027.


2023 Proxy Statement			3


Proxy Statement Summary



Our FY 2023 Financial Highlights

Consolidated sales of

GAAP operating income of

Non-GAAP operating income of

$2.3B

$211.4M

$223.2M

2% increase from FY 2022 after adjusting for 53rd week in FY 2022

2% increase from FY 2022

17% increase from FY 2022

GAAP diluted EPS of

Non-GAAP diluted EPS of

GAAP operating cash flow

$3.48

$3.86

$205.2 M

3% increase from $3.39 in FY 2022

24% increase from $3.11 in FY 2022

260% increase from FY 2022

See Appendix A of this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.



Our FY 2023 Operational Highlights

Highlights for FY 2023 included:

•Record diluted earnings per share for the fiscal year

•

SEC Form DEF 14A filed by La-Z-Boy Incorporated