La-Z-Boy (LZB) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 25, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• FY 2026 saw consolidated sales of $2.1B, a 1% increase, with retail segment sales up 6% and significant store expansion.

• Century Vision growth strategy focused on expanding brand reach, digital transformation, and operational efficiency.

• Adjusted operating margin was 7.1%, and adjusted diluted EPS was $3.04, both slightly down in margin but up in EPS from FY 2025.

• $436.8M returned to shareholders over five years through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders to elect ten director nominees for a one-year term.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for FY 2027.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; Chair is also CEO.

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

• Annual board and committee self-evaluations, regular refreshment, and succession planning processes in place.

• Stock ownership guidelines and anti-hedging/pledging policies enforced for directors and executives.

• Board diversity: 60% women or racially/ethnically diverse; average tenure 6.7 years.