La-Z-Boy DEF 14A: Executive Compensation & Equity Awards

Ticker: LZB · Form: DEF 14A · Filed: Jul 17, 2024 · CIK: 57131

La-Z-Boy INC DEF 14A Filing Summary
FieldDetail
CompanyLa-Z-Boy INC (LZB)
Form TypeDEF 14A
Filed DateJul 17, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$2.0 b, $300 million, $2.0B, $2.83, $2.98
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, equity-awards, governance

Related Tickers: LZB

TL;DR

La-Z-Boy's proxy statement details exec pay, including stock awards for folks like Whittington and Darrow.

AI Summary

La-Z-Boy Inc. filed its DEF 14A on July 17, 2024, detailing executive compensation and annual meeting matters for the fiscal year ending April 27, 2024. The filing includes information on equity awards granted to executives like Whittington Member and Darrow Member in prior years and during the fiscal year, with specific details on vesting conditions and adjustments.

Why It Matters

This filing provides transparency into how La-Z-Boy compensates its top executives, which can influence investor decisions and perceptions of company governance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) primarily concerning executive compensation and shareholder meeting information, not indicating new or significant business risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes and provide detailed information about matters to be voted on at an annual or special meeting, including executive compensation, director elections, and other corporate governance issues.

What fiscal year does this La-Z-Boy DEF 14A cover?

This filing covers the fiscal year ending on April 27, 2024.

Who are some of the individuals mentioned in relation to equity awards?

The filing mentions individuals such as 'Whittington Member' and 'Darrow Member' in the context of equity awards granted and vested.

What type of compensation is detailed in the filing?

The filing details executive compensation, specifically focusing on equity awards, including stock awards, and their vesting conditions.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on July 17, 2024.

Filing Stats: 4,328 words · 17 min read · ~14 pages · Grade level 17.9 · Accepted 2024-07-17 08:53:17

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 50 CEO Pay Ratio 61 Pay Versus Performance 61 Proposal 4: Approve the La-Z-Boy Incorporated 2024 Omnibus Incentive Plan 65 Securities Ownership 74

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 74

Security Ownership of 5% Beneficial Owners

Security Ownership of 5% Beneficial Owners 75 Other Information 76 Appendix A A- 1 Appendix B B- 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 27, 2024 (the "2024 Annual Report"). We will hold the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of La-Z-Boy Incorporated (the "company") on Tuesday, August 27, 2024, beginning at 9:30 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 2024 Annual Meeting of Shareholders, accompanying proxy card and the 2024 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 17, 2024. 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 2025 FOR 3 Approve, through a non-binding advisory vote, the compensation of our named executive officers FOR 4 Approve the La-Z-Boy Incorporated 2024 Omnibus Incentive Plan FOR Director Nominees Nominee Independent Director Since Primary (or Former) Occupation Committees Erika L. Alexander a 2021 Chief Global Officer, Global Operations, Marriott International, Inc. N Sarah M. Gallagher a 2016 Former President, Ralph Lauren North America e-Commerce C James P. Ha

Executive Compensation Highlights

Executive Compensation Highlights

Executive Compensation Approach

Executive Compensation Approach Our executive compensation program is designed to: a pay for performance a reward for total shareholder return a require significant stock ownership a provide market competitive opportunities a support business strategy a manage costs 4 La-Z-Boy Incorporated Proxy Statement Summary Summary of Executive Compensation Practices What We Do What We Don't Do a Pay for performance – Our named executive officer ("NEO") compensation program emphasizes variable pay over fixed pay. A majority of NEO target annual compensation is at-risk and linked to our financial and/or stock performance Do not provide employment agreements a Establish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align NEOs' interests with those of our shareholders Do not gross up excise taxes upon a change in control a Use relative total shareholder return in long-term performance-based share awards Do not reprice options without shareholder approval a Mitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation Do not pay dividends on unearned performance-based shares or units a Appoint only independent directors to the Compensation and Talent Oversight Committee Do not have single trigger vesting of equity-based awards upon a change in control a The Compensation and Talent Oversight Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review Do not provide excessive perquisites a Provide severance and change-in-control arrangements that are designed to be aligned with market practices, including the use of double-trigger change-in-control severance agreements Pay for Performance As shown below, the majority of the target total direct compensation for our chief executive officer ("CEO") and, on average, for our other NEOs is perf

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