La-z-boy Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the Proxy Statement to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2027

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2027.

3. 3

   Approval, through a Non-Binding Advisory Vote, of the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Proxy Statement (Say-on-Pay).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation paid to the company’s named executive officers as disclosed in the proxy materials. Management seeks this advisory approval to confirm that its pay programs — which emphasize pay-for-performance through a mix of annual cash incentives (MIP) tied to sales and operating margin and long-term equity incentives that are 50% restricted stock units and 50% performance-based units (weighted toward rTSR and multi-year sales and operating cash flow goals) — are aligned with shareholder interests. The compensation program includes features intended to mitigate excessive risk and align management and shareholder interests, such as significant at-risk pay, stock ownership guidelines, clawback/recoupment policies, use of an independent compensation consultant, and limits on hedging and pledging. The Compensation Committee describes rigorous target-setting and pre-established adjustments to metrics to account for non-recurring events, and it used a peer group and market data to establish target pay levels; the committee also engaged Frederic W. Cook & Co., Inc. as an independent advisor. The vote is advisory, not binding, but the Board states it will consider the outcome when making future compensation decisions; the company also reports prior strong shareholder support (approximately 93% approval in 2025) and ongoing shareholder engagement covering compensation topics. From a governance perspective, notable contextual items include the combined CEO and Board Chair role (with an independent Lead Director) and the company’s stated commitment to board independence and oversight through its committees. The Board’s rationale for recommending a FOR vote is that the program drives long-term shareholder value by balancing top-line growth, profitability, liquidity and TSR while providing retention and recruitment tools consistent with market practice. Given the program’s complexity (multiple metrics, multi-year performance cycles, and discretion for certain adjustments) and its non-binding nature, sophisticated investors will evaluate both the structural safeguards described and the historical payout outcomes and realizable pay alignment with performance when deciding how to vote.

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When is the La-z-boy Inc 2026 annual meeting?

La-z-boy Inc (LZB) holds its 2026 annual shareholder meeting on Tuesday, August 25, 2026.

What is the record date for the La-z-boy Inc 2026 meeting?

The record date for the La-z-boy Inc 2026 meeting is Friday, June 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for La-z-boy Inc's 2026 meeting?

The board is presenting 10 director nominees at the La-z-boy Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the La-z-boy Inc 2026 meeting?

Shareholders will vote on 3 proposals at the La-z-boy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.