-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRoBosdOB+QW2mhBbMb3hR9/P+v42htjbCqCDi6Dmg2EicTG9JftE8p9na8sk59A nk3bHvi6z7oWKIb68qaC6g== 0001310524-06-000021.txt : 20060818 0001310524-06-000021.hdr.sgml : 20060818 20060818150921 ACCESSION NUMBER: 0001310524-06-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060816 FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LA-Z-BOY INC CENTRAL INDEX KEY: 0000057131 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 380751137 STATE OF INCORPORATION: MI FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 1284 N TELEGRAPH RD CITY: MONROE STATE: MI ZIP: 48162 BUSINESS PHONE: 7342414414 MAIL ADDRESS: STREET 1: 1284 N TELEGRAPH RD CITY: MONROE STATE: MI ZIP: 48162 FORMER COMPANY: FORMER CONFORMED NAME: LA Z BOY CHAIR CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOSS JOHN H CENTRAL INDEX KEY: 0001246037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09656 FILM NUMBER: 061043416 BUSINESS ADDRESS: STREET 1: 962 FAIRWAY COVE CITY: TECUMSEH STATE: MI ZIP: 49286 BUSINESS PHONE: 7342421444 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-08-16 0000057131 LA-Z-BOY INC LZB 0001246037 FOSS JOHN H 1284 N. TELEGRAPH ROAD MONROE MI 48162 1 0 0 0 Common Shares 11100 D Stock Option (Right to Buy) 3.315 2006-08-16 4 J 0 2000 3.315 A 2006-08-16 2006-09-15 Common Shares 2000 2000 D These were granted under the Restricted Share Plan for Non-Employee Directors as Amended and Restated in 2003. Exhibit List Exhibit 24 Power of Attorney James P. Klarr, Attorney-in-Fact for John H. Foss 2006-08-18 EX-24 2 poafoss.htm 
          Exhibit 24

POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby constitutes and appoints each of James P. Klarr, Mark A. Stegeman, and Louis M. Riccio,jr., signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)        execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of La-Z-Boy Incorporated (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 16, 2006.



/x/ John H. Foss

Print Name:  John H. Foss
-----END PRIVACY-ENHANCED MESSAGE-----