La Z Boy Incorporated : 2022 Proxy Statement

NOTICE OF 2022

ANNUAL MEETING & PROXY STATEMENT

Reegan Swivel Chair | La-Z-Boy

NOTICE OF 2022 ANNUAL MEETING

OF SHAREHOLDERS

La-Z-Boy Incorporated One La-Z-Boy Drive Monroe, Michigan 48162-5138 July 20, 2022

To Our Shareholders:

La-Z-Boy Incorporated will hold its 2022 Annual Meeting of Shareholders (the "Annual Meeting") on Tuesday, August 30, 2022, beginning at 8:00 a.m., Eastern Daylight Time, in the Wright Room of The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan. The purpose of the Annual Meeting is to:

• elect the nine director nominees named in the attached Proxy Statement for an annual term until the 2023 annual meeting;
• ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for FY 2023;
• approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;
• approve the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan; 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 July 1, 2022, 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, and vote in accordance with the Board of Directors' recommendations. 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 below. 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. 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.

We currently intend to hold the Annual Meeting in person. If we decide to change the location of the Annual Meeting or to hold it partly or solely by means of virtual communications, as permitted by applicable law, we will announce such decision in advance, and details on how to participate will be issued by a press release filed with the U.S. Securities and Exchange Commission ("SEC") on a Form 8-K and available at proxyvote.com. Please retain the 16-digit control number included on your notice, on your proxy card, or in the voting instructions that accompanied your proxy materials as you will need this number should we determine to allow for virtual attendance and you elect to participate.

BY ORDER OF THE BOARD OF DIRECTORS

Uzma Ahmad

Vice President, Deputy General Counsel and Corporate Secretary

Proxy Voting

Even if you plan to attend the Annual Meeting, please vote as soon as possible using one of the following methods:

Online	By Phone	By Mail
www.proxyvote.com	1-800-690-6903	Completing, dating, signing and
		returning your proxy card

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on August 30, 2022 Our Proxy Statement and 2022 Annual Report are available online at http://www.proxyvote.com.

2022 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 30, 2022 (the "2022 Annual Report").

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 2022 Annual Meeting of Shareholders, accompanying proxy card and the 2022 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 20, 2022.

Proposals and Voting Recommendations

Proposals	Board's Voting Recommendation
1.	Elect the nine 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 2023	FOR
3.	Approve, through a non-binding advisory vote, the compensation of our named	FOR
executive officers
4.	Approve the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan	FOR

Director Nominees

Nominee	Independent	Director	Primary (or Former) Occupation	Committees
Since
Erika L. Alexander	a	2021	Chief Global Officer, Global Operations, Marriott International,		C	N
Inc.
Sarah M. Gallagher	a	2016	Former President, Ralph Lauren North America		C	N
e-Commerce
James P. Hackett	a	2021	Former President and CEO, Ford Motor Company	A		N
Janet E. Kerr	a	2009	Vice Chancellor and Professor Emeritus, Pepperdine		C	N
University
Michael T. Lawton*	a	2013	Former Executive Vice President & CFO, Domino's Pizza, Inc.	A
W. Alan McCollough	a	2007	Former Chairman and CEO, Circuit City Stores, Inc.	A	C
Rebecca L. O'Grady	a	2019	Former CMO International Marketing, e-Commerce &	A	C
Consumer Insights, General Mills
Lauren B. Peters	a	2016	Former Executive Vice President & CFO, Foot Locker, Inc.	A		N
Melinda D. Whittington		2021	Our President and CEO
A Audit			Committee Chair
C OversightCompensation and Talent	*	Chairman 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:

7	Annual election of directors; no classified Board	19	Annual Board and committee self-evaluations
7	Majority voting/director resignation policy for uncontested	20	Director overboarding policy in place
		elections
7, 8 of 9 director nominees are independent	20	Anti-hedging and anti-pledging policies in place
17
8, One class of stock with each share entitled to one vote	20	Strong stock ownership guidelines
67		22
17	Independent, non-executive Chairman of the Board	All Board committees comprised of independent directors
20	Regular executive sessions of independent directors	-	No poison pill has been adopted

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 the best consumer experience, creating the highest quality products, and empowering our people to transform rooms, homes, and communities.

Our Century Vision

In FY 2022, we were relentlessly focused on transformation. We developed and began implementing our strategic vision for profitable growth as we look to our company's 100th anniversary in 2027. Our goals are to outpace furniture industry sales growth while delivering double-digit operating margins over the long term.

Reinvigorate brand with consumer focus and expand reach

Add fuel to accelerate growth of the brand

Tell our brand

Increase appeal

Expand

Expand brand

Expand small-

to younger

omni-channel

format urban

comfort story

awareness

consumers

presence

stores

Enterprise Capabilities

Leverage and enhance enterprise	Enhance		Increase supply		Enhance
e-commerce and			efficiencies for
capabilities to support consumer brands	digital marketing		chain agility		potential tack-on
	capabilities				acquisitions

2022 Proxy Statement

3