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Louis
M. Riccio, Jr.
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1284
N. TELEGRAPH ROAD
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Senior
Vice President &
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MONROE,
MICHIGAN 48162-3390
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Chief
Financial Officer
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PHONE:
(734) 384-2891
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FAX:
(734) 457-4910
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March 5,
2010
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549-4631
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Attn:
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Rufus
Decker
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RE:
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Form
10-K for fiscal year ended April 25,
2009
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Form 10-Q for the period ended January
23, 2010
Definitive Proxy Statement on Schedule
14A filed July 1, 2009
File No. 001-09656
Dear Mr.
Decker:
This
letter is being sent in response to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) with
respect to the above referenced Form 10-K and subsequent filings, provided in
the letter dated February 26, 2010 (the “Comment Letter”),
addressed to Mr. Louis M. Riccio, Jr., La-Z-Boy Incorporated’s Senior Vice
President and Chief Financial Officer.
For
convenience of reference, we have set forth your comment below, followed by our
response.
DEFINITIVE PROXY STATEMENT
ON SCHEDULE 14A FILED ON JULY 1, 2009
Compensation Discussion and
Analysis
Management Incentive Plan,
page 16
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1.
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We
note your response to comment seven of our letter dated January 12,
2010. In particular we disagree with your position that
business unit performance measures are immaterial because the units
themselves are small as compared to other units or
divisions. The operative issue is whether the performance goals
related to these units are material to the compensation
decision. Further, it remains unclear how your
competitors will use these widely-recognizable and customer financial
targets (which represent historical financial data, and
are not necessarily indicative of your strategy in achieving these
financial targets) to weaken your competitive position in the
industry. In future filings please ensure to provide
quantitative and qualitative disclosure of your company-wide performance
targets to the extent such targets are material in determining executive
compensation. Your disclosure should address all factors taken
in consideration by the compensation committee, including market
conditions, in arriving at compensation
decisions.
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Response:
In
future filings we will provide quantitative and qualitative disclosures of our
company-wide performance targets to the extent such targets are material in
determining executive compensation. We understand that our disclosure
should address all factors taken in consideration by our compensation committee,
including market conditions, in arriving at compensation decisions.
In
connection with your comment and our response, we acknowledge that:
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·
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We
are responsible for the adequacy and accuracy of the disclosure in our
filings;
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·
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Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
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·
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We
may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the
United States.
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Please
contact me with any questions or further comments that you may
have.
Very
truly yours,
/s/ Louis M. Riccio,
Jr.
Louis M.
Riccio, Jr.
Senior
Vice President and Chief Financial Officer
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