LZB DEF 14A Report ended Sept. 1, 2020

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•	elect the nine director nominees named in the attached Proxy Statement for an annual term until the 2021 annual meeting;

•	ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for FY 2021;

•	approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement; and

•	act upon such other business as may properly come before the meeting or any adjournment thereof.

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•	Solid execution . Our Retail segment produced excellent results, increasing sales and profits despite a virtual no-volume environment at fiscal year-end.

•	Our strong brand . The response to the relaunch of the Live Life Comfortably® marketing campaign, featuring our new brand ambassador Kristen Bell, has exceeded expectations, with more consumers, including younger consumers, considering and excited about the La-Z-Boy brand.

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Supply chain strength & continued optimization . The unparalleled strength of our supply chain continued to deliver results in good times and tougher times in FY 2020. While we source component parts globally, our North American manufacturing footprint enabled us to adeptly navigate the tariff environment throughout FY 2020 and to have little supply chain disruption as a result of the COVID-19 pandemic. At the same time, our North American platform affords us the ability to offer consumers mass customization with speed to market, a competitive advantage in the marketplace.

•	Joybird integration. As we moved through FY 2020, we made progress with Joybird, our direct-to-consumer e-commerce company that brings a new consumer through a new channel. As we leverage our supply chain across its business, we are confident of Joybird's prospects to deliver long-term value to our company.

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•	collaborates on the Board and committee meeting agendas;

•	solicits and recommends matters for the Board and committees to consider;

•	advises the Chairman as to the quality, quantity, and timeliness of the information submitted to the directors;

•	calls meetings of the independent directors or for executive sessions during Board meetings;

•	serves as chairman of the meetings of the independent directors or executive sessions of the Board;

•	collaborates with committee chairs to ensure Board work is conducted at the appropriate level, coordinating on issues involving multiple committees;

•	meets with our CEO to discuss our CEO’s performance;

•	communicates directly with shareholders when appropriate; and

•	presides at Board meetings when the Chairman is absent.

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(1)	Includes annual cash retainer, Lead Director cash retainer, and committee chair cash retainers. Reflects the temporary foregoing of the cash compensation for our non-employee directors effective on March 29, 2020.

(2)

Reflects the grant date fair value computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and calculated based on the closing stock price on the grant date multiplied by the number of shares of our common stock subject to the RSU award. The total number of RSUs held by each non-employee director as of April 25, 2020, is shown in the Security Ownership of Directors and Executive Officers table on page 60. As of such date, our non-employee directors also held RSUs settleable in cash as follows: Mr. Holman – 5,000 units, Ms. Kerr – 12,927 units, Dr. Levy – 16,514 units, Mr. McCollough – 16,514 units, and Dr. Qubein – 16,514 units.

(3)	Reflects payments of dividend equivalents on RSUs at the time and in the amount that dividends were declared for common shares.

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Solid execution . Our Retail segment produced excellent results, increasing sales and profits despite a virtual no-volume environment at fiscal year-end. Retail has become a core competency for the organization and is greatly contributing to the value of the La-Z-Boy enterprise. Through the third quarter of FY 2020, the broader La-Z-Boy Furniture Galleries® network, including our company-owned stores, exhibited strength with written same-store sales up 6.4%, validating the power of our iconic La-Z-Boy brand and consumers’ ability to avail themselves of our full product offering and many resources, including free design services.

•	Our strong brand . Given the demonstrated strength and relevance of the La-Z-Boy brand, at the beginning of FY 2020, we relaunched our Live Life Comfortably® marketing campaign, featuring Kristen Bell as our new brand ambassador. The initial response to this campaign exceeded expectations, with more consumers, including younger consumers, considering and excited about the La-Z-Boy brand.

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Supply chain strength & continued optimization . The unparalleled strength of our supply chain continued to deliver results in good times and tougher times in FY 2020. While we source component parts globally, our North American manufacturing footprint enabled us to adeptly navigate the tariff environment throughout FY 2020 and to have little supply chain disruption as a result of the COVID-19 pandemic. At the same time, our North American platform affords us the ability to offer consumers mass customization with speed to market — providing La-Z-Boy with a competitive advantage in the marketplace. As part of our supply chain optimization initiative, in FY 2020, we closed our La-Z-Boy branded Upholstery facility in California and shifted production to our other U.S plants. Despite short-term costs, we took these actions because we expect that they will allow us to further optimize operations, strengthen our competitive positioning in the marketplace over time, and provide ongoing annual savings.

•	Joybird integration. As we moved through FY 2020, we made progress with Joybird, our direct-to-consumer e-commerce company. Joybird brings to our company a new consumer through a new channel and, as we leverage our supply chain across its business, we are confident of Joybird's prospects to deliver long-term value to La-Z-Boy.

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•	actual base salary paid,

•	actual bonus earned for the year (typically paid in the subsequent year),

•	for long-term incentives, the intrinsic value as of the applicable measurement date,

•	for stock options, the in-the-money value of stock options granted in last three years (vested and unvested) as of the applicable measurement date,

•	for restricted stock or stock units, the number of shares granted multiplied by the stock price as of the applicable measurement date, adjusted for dividend reinvestments,

•	for performance shares, shares earned or target awards for cycles beginning in the last three years multiplied by the stock price as of the applicable measurement date, adjusted for dividend reinvestments, and

•	for performance cash, the dollar amount earned or target awards for cycles beginning in last three years.

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For the FY 2020 long-term incentive awards, the Compensation Committee approved a change in the mix of the equity awards to provide 25% restricted share awards, 25% stock options, and 50% performance-based share awards. The change was made in light of the prevalence of restricted share awards and restricted stock unit awards among our peer companies and to provide a small but meaningful retention and shareholder alignment component in the overall mix. The design of the performance-based share awards is otherwise the same as for the FY 2019 grants.

•	As part of expense-reduction measures in our COVID-19 action plan, the Compensation Committee approved a temporary base salary reduction in the amount of 50% for our NEOs, which was effective from March 29, 2020 through the end of FY 2020 and remains in effect until further action is taken by the Compensation Committee.

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•	In order to preserve liquidity as part of our COVID-19 action plan, the Compensation Committee delayed the payout of a portion of the FY 2020 MIP bonuses earned by our NEOs and other members of senior management from June 2020 to later in calendar year 2020.

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•	Pay for performance. We provide the majority of our NEOs' target TDC in annual and long-term incentive awards that are earned, or increase in value, based on company and stock performance.

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Reward for TSR. We align our NEOs’ interests with our shareholders’ interests by providing a significant portion of their annual target pay opportunity in the form of long-term equity incentives (for FY 2020, performance-based shares, stock options and restricted shares) whose value is dependent on our stock price and absolute TSR performance, and by basing a portion of the performance-based share awards on rTSR.

•	Require significant stock ownership. We require our NEOs to own meaningful amounts of our stock over a sustained period to ensure they have the perspective of long-term shareholders.

•	Provide market competitive opportunities. We design our compensation packages, including base salaries and incentive opportunities, to be market competitive based on data from U.S. retailers, and manufacturers with a retail focus.

•	Manage costs. In designing our executive pay program, we take into account the cost of various elements (share usage, cash flow, and account ing impacts).

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(1)	Although base salary is not tied to the achievement of performance goals, t he Compensation Committee considers performance in making any adjustments to base salaries.

(2)	NEOs may only contribute or elect to defer amounts earned and paid during the year (i.e., actual base salaries and bonuses earned) .

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(1)	Salary increases become effective on July 1, two months after the start of the fiscal year. In addition, the temporary base salary reductions of 50% for the NEOs were effective on March 29, 2020. As a result, the amounts shown here for FY 2020 are higher than those shown in the FY 2020 Summary Compensation Table on page 49.

(2)	As noted earlier, Mr. Krull was designated as an executive officer of the company on August 27, 2019.

•	these major drivers of increased shareholder value in the company's long-term strategic plan, and

•	the appropriate balance between top-line growth and improved profitability.

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(1)

The Compensation Committee includes certain pre-established adjustments to the performance metrics to provide NEOs with an incentive to take actions that are deemed to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the annual cash incentive awards. In calculating FY 2020 performance for operating profit, pursuant to the pre-established adjustments, goodwill impairment charges, purchase accounting charges related to acquisitions, impacts from our supply chain optimization initiative (including the closure and sale of our Redlands, CA upholstery manufacturing facility and relocation of our Newton, MS leather cut-and-sew operations), and charges for the disposal of our former world headquarters were excluded.

(2)	Please see FY 2020 MIP Performance Results below for discussion of this adjustment.

•	management's strong execution in the first three quarters of FY 2020 against the net sales and operating profit performance goals, along with

•	management's continued focus, agility and resilience during the fourth quarter of FY 2020,

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Financial performance against our annual operating plan targets for the first three quarters of FY 2020 was strong and above target, while performance in the fourth quarter was significantly below threshold due to the impact of the COVID-19 pandemic. The Compensation Committee considered that if actual performance through the third quarter was weighted at 75% and performance for the fourth quarter was measured as a zero payout weighted at 25%, the resulting total payout would approximate 100% of target.

•	To further align the MIP payout with the negative impact of the COVID-19 pandemic on our shareholders and other stakeholders, the Compensation Committee applied a 25% reduction to the amount determined above, resulting in a final payout of 75% of target.

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(1)	This 20% portion of the performance-based share awards is earned based on the company's rTSR performance, which is measured over the three-year cumulative performance period, FY 2020-FY 2022.

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Performance criteria. The Compensation Committee establishes company performance criteria and minimum threshold performance levels to determine contributions to the plan. If the company performs at or above the threshold level for the year, we issue credits to each plan participant’s account, and those credits later convert to cash when a vested participant receives a distribution following separation from service. The credits represent a

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•	Governance. We will rescind any contribution credits if we later determine that it resulted from financial errors or omissions.

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Promotion of Employee Retention - Vesting. The plan's vesting provisions are designed to promote employee retention. Participants are only entitled to distributions from their accounts when their employment by the company ends (except where applicable law requires a delay or a participant elects to delay distribution) as long as the participant is vested at that time. To be vested, a participant must be at least age 55 and the sum of the participant's age and credited years of vesting service must equal or exceed 65. If a participant is not vested when the participant separates from service, the participant forfeits all contribution credits in the participant's account. Contribution credits created in prior years increase each year based on an interest rate that corresponds to yields on 20-year AA corporate bonds.

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Payment Cap. A payment cap that applies to distributions if made over a 20-year period is also designed to promote employee retention. Accounts are generally distributed on a monthly basis over a period of 5, 10, or 20 years, as the participant elects or, if the participant does not make a valid election, over a 20-year period. Account balances are reduced to ensure that monthly payments for a 20-year payout period do not exceed 65% of the monthly average of the employee's total cash compensation in the final three complete fiscal years of service as an employee of the company.

*	The contribution percentage increases proportionately for performance between threshold and target levels.

(1)

The Compensation Committee includes certain pre-established adjustments to the performance metric to provide NEOs with an incentive to take actions that are deemed to be in the long-term interests of the business, but that might otherwise adversely affect contributions to the plan. In calculating FY 2020 performance for operating profit, pursuant to the pre-established adjustments, goodwill impairment charges, purchase accounting charges related to acquisitions, impacts from our supply chain optimization initiative (including the closure and sale of our Redlands, California upholstery manufacturing facility and relocation of our Newton, Mississippi leather cut-and-sew operations), and charges for the disposal of our former world headquarters were excluded.

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•	Actual value realized in FY 2020 for previously granted long-term incentives is presented in the FY 2020 Option Exercises and Stock Vested table on page 54.

•	Target annual and long-term incentive opportunities for FY 2020 are presented in the FY 2020 Grants of Plan-Based Awards table on page 51.

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(1)

Reflects the total grant date fair value of the restricted share awards and the performance-based share awards granted during the fiscal year, with the performance-based share awards calculated based on the probable level of achievement at the time of grant. For additional information regarding the assumptions we used in valuing the FY 2020 awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 25, 2020, as filed with the SEC. Maximum value of performance-based shares is shown as follows:

(2)	Reflects the total grant date fair value of the stock option awards granted during the fiscal year. For additional information regarding the assumptions we used in valuing the FY 2020 awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 25, 2020, as filed with the SEC.

(3)

Consists of cash awards for the achievement of performance goals for the respective year made under our MIP. For a discussion of the Compensation Committee's adjustment of the FY 2020 payout from 51% to 75% of target, please see FY 2020 MIP Performance Results on page 42. Payments are generally made in the first quarter following completion of the fiscal year; for the FY 2020 award, a portion will be paid later in calendar year 2020.

(4)	All Other Compensation for FY 2020 consists of the following:

•	Company contributions to the 401(k) Plan and contributions or credits to the Executive Deferred Compensation and Performance Compensation Retirement Plans of the following amounts: Mr. Darrow – $672,368, Ms. Whittington – $224,846, Mr. Edwards – $218,864, Mr. Sawyer – $178,906, and Mr. Krull – $141,905.

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For Mr. Darrow, our incremental cost of $47,496 for his personal use of the company aircraft, which is calculated by multiplying the aircraft’s hourly variable operating cost by a trip’s flight time. Variable operating costs consist of fuel, landing and parking fees, variable maintenance, variable pilot expenses for travel, and any special catering costs and other miscellaneous variable costs. On certain occasions, his spouse and other family members or guests accompanied Mr. Darrow on a flight. No additional incremental operating cost is incurred in such situations under the foregoing methodology. We did not pay Mr. Darrow any amounts in connection with taxes on income imputed to him for personal use of our aircraft.

•	Company-paid life insurance premiums and tax reimbursements related to company contributions to the deferred compensation plans (made in the prior year), which tax reimbursements were of the following amounts: Mr. Darrow – $638 and Ms. Whittington – $14.

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•	Annual management incentive award (MIP) potential award range (see “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns). The actual awards are shown in the FY 2020 Summary Compensation Table (see page 49).

•	Performance-based shares

•	Stock options

•	Restricted shares

(1)	The amounts consist of the threshold, target and maximum payout opportunities under the MIP, with payout based on net sales and operating profit performance results.

(2)

The amounts consist of the threshold, target and maximum performance-based shares that could vest based on performance with respect to sales growth, operating cash flow and relative TSR over the FY 2020–FY 2022 performance period. The “Threshold” estimated future payout shown reflects meeting the threshold for just the sales growth or operating cash flow goal in the third year of the performance cycle.

(3)	Represent shares of restricted stock granted under the Omnibus Incentive Plan in FY 2020, 1/4 of which vest per year on the anniversary of the grant date, subject to the NEO's continued employment through the applicable vesting date.

(4)	The amounts reported in this column represent stock options granted to each NEO under the Omnibus Incentive Plan in FY 2020. These stock options vest 1/4 per year on the anniversary of the grant date, subject to the NEO's continued employment through the applicable vesting date, and have a ten-year term from the grant date.

(5)

Reflects the total grant date fair value of the equity awards granted during the fiscal year, with the performance-based shares based on the probable level of achievement. For additional information regarding the assumptions we used in valuing the awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 25, 2020, as filed with the SEC.

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(1)	Unvested stock options will vest as follows:

(2)	The earned but unvested performance-based shares will vest as follows:

(a)	Earned and unvested shares are shown and vest on April 30, 2022.

(b)	Earned and unvested shares are shown and vest on April 24, 2021.

(a)	Unvested restricted shares vest 1/4 on June 17, 2020, 1/4 on June 17, 2021, 1/4 on June 17, 2022, and 1/4 on June 17, 2023.

(b)	For Ms. Whittington's award, 1/3 of unvested restricted shares vest on June 18, 2020, 1/3 on June 18, 2021, and 1/3 on June 18, 2022. For Mr. Krull's award, 1/3 of unvested restricted shares vest on January 7, 2021, 1/3 on January 7, 2022, and 1/3 on January 7, 2023.

(c)	1/2 of the unvested shares vest on June 19, 2020 and 1/2 on June 19, 2021.

(3)	Unearned performance-based shares are shown assuming target performance for FY 2020 and FY 2019 for each goal.

(a)	Three-year performance period ends FY 2022 (April 2022).

(b)	Three-year performance period ends FY 2021 (April 2021).

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(1)	Amounts reflect the difference between the exercise price of the stock option/stock appreciation right and the market price of La-Z-Boy’s common stock at the time of exercise.

(2)	The dollar value of the vested performance- based shares is based on the closing price of the company’s common stock on the date that the Compensation Committee certified the payout, June 22, 2020. The dollar value of the vested restricted shares reflects the total pre-tax value realized (based on the closing price of the company's common stock on the vesting date).

(1)	No executive contributions are permitted under the plan.

(2)	Mr. Darrow and the other NEOs received company contributions equal to 35% and 25%, respectively, of the sum of their base salary and bonus earned for FY 2020. Contributions are made in the first quarter following the completion of the fiscal year. These contributions are included in the FY 2020 Summary Compensation Table as part of All Other Compensation.

(3)	Earnings were not reported in the FY 2020 Summary Compensation Table because they were not above-market or preferential. Aggregate earnings are based on an interest rate that corresponds to yields on 20-year AA corporate bonds.

(4)	Accrued balances reflect total company contributions for FY 2020. Please refer to pages 46-47 for a discussion of vesting and distribution criteria. Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for FY 2019 and FY 2018: Mr. Darrow – $1,345,089, Mr. Edwards – $369,734, Mr. Sawyer – $306,693.

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(1)	Elective deferrals of base salary and/or FY 2019 MIP awards paid in FY 2020.

(2)	Company contributions to the Executive Deferred Compensation Plan relating to 401(k) contributions that could not be made under the qualified plans. Executive must elect to make sufficient 401(k) deferrals to be entitled to the maximum employer matching contribution under the 401(k) plan for the plan year. Amounts are included in All Other Compensation in the FY 2020 Summary Compensation Table.

(3)	Earnings were not reported in the FY 2020 Summary Compensation Table because they were not above-market or preferential.

(4)	Amounts shown are fully vested except for Ms. Whittington, whose vested balance is $8,125 and Mr. Krull, whose vested balance is $1,938. Amounts in this column include the following amounts that were previously reported in the FY 2020 Summary Compensation Table as compensation for FY 2019 and FY 2018: Mr. Darrow – $57,266, Ms. Whittington – $2,154, and Mr. Edwards – $394,331.

•	Amounts payable upon termination, regardless of manner.

•	Amounts potentially payable upon disability, retirement or death.

•	Amounts potentially payable upon a change in control and a subsequent termination of employment.

•	Amounts potentially payable upon involuntary termination without cause or termination by the NEO with “good reason” under the terms of the severance plan.

•	Accrued salary and any earned, but unused vacation time.

•	Amounts vested under retirement and non-qualified deferred compensation plans.

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•	Stock options: Accelerated vesting of unvested options if an NEO becomes disabled. For grants made prior to FY 2019, there is accelerated vesting of unvested options upon retirement. For grants beginning with FY 2019, unvested options granted at least ten months prior to the retirement date will fully vest upon retirement.

•	Performance-based shares : The NEO is eligible to receive a partial payout following the end of the three-year performance period based on the company’s performance in any fiscal years that have been completed at the time the NEO retires or becomes disabled.

•	Restricted Shares : Restrictions lapse if an NEO becomes disabled. An NEO who retires forfeits any shares that are still restricted.

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MIP awards : Payment of a MIP award following conclusion of the fiscal year, determined by applying the bonus percentage the NEO would have been entitled to based on the company’s performance to the NEO’s actual earnings during the year. The MIP awards earned and paid for FY 2020 performance, which are reported in the FY 2020 Summary Compensation Table on page 49, are not included in the table below.

•	Stock options : Accelerated vesting of unvested options.

•	Performance-based shares : Unless the Compensation Committee in its discretion determines otherwise, we will make a partial payout at the end of the performance period based on the company’s performance in any fiscal years that had been completed at the time of the NEO’s death.

•	Restricted Shares : All restrictions lapse.

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MIP awards : Payment of a MIP award following conclusion of the fiscal year, determined by applying the bonus percentage the NEO would have been entitled to based on the company’s performance to the executive’s actual earnings during the year. The MIP awards earned and paid for FY 2020 performance, which are reported in the FY 2020 Summary Compensation Table on page 49, are not included in the following table.

•	For executives other than our CEO, two times the executive’s base salary at the time of termination plus two times the average of the annual bonuses the executive received over the previous three years. Our CEO would be entitled to three times his base salary and three times his average bonus.

•	Continuation of medical and dental benefits and life insurance for three years for the CEO and two years for the other NEOs.

•	Reimbursement of certain legal fees and expenses incurred by the executive in enforcing the agreement.

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(1)	Amounts shown for performance-based shares reflect their values as of April 25, 2020, as if the entire three-year performance period had been completed, computed based on estimated financial performance information available at that time.

(2)	Reflects value as of April 25, 2020, of all outstanding unvested stock options.

(3)	Ms. Whittington and Mr. Krull are not eligible for retirement, which requires that they be at least 55 years old and have at least 10 years of service with the company.

(4)	Amounts shown for performance-based shares reflect their values as of April 25, 2020, based on targets for FY 2019 and 2020 and actual performance against those targets. In its discretion, the Compensation Committee may reduce or eliminate payments that otherwise would be made under these awards upon disability or retirement.

(5)	Amounts shown for performance-based shares reflect their values as of April 25, 2020, based on targets for FY 2019 and 2020 and actual performance against those targets. In its discretion, the Compensation Committee may eliminate payments that otherwise would be made under these awards upon death.

(6)	Change in Control: two years’ (three years for CEO) continuation of medical, dental and life insurance coverage. Severance Plan: continuation of medical and dental insurance while the executive receives severance.

(7)	Total incremental pay represents amounts received by the officer before the officer’s payment of applicable excise and income taxes or the application of the best net reduction.

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•	We collected the compensation data of all of our employees globally, as of February 1, 2020, for the prior twelve-month period.

•	We annualized compensation for employees who were hired between February 1, 2019 and January 31, 2020. The compensation in non-U.S. currencies was converted to U.S. dollars using exchange rates as of January 31, 2020.

•	We used total compensation received as our consistently applied compensation measure, calculated as the sum of the following amounts: (i) base pay (including overtime for hourly employees), (ii) bonuses (including non-cash equivalents) and sales commissions, and (iii) with respect to employees on the Mexican payroll system, cash allowances.

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(1)

Represents shares as to which the individual has sole voting and investment power or for which the individual shares such power with his or her spouse. None of these shares has been pledged as security. The shares shown include restricted shares as follows: Mr. Darrow - 16,369 shares, Mr. Edwards - 4,139 shares, Mr. Krull - 5,774 shares, Mr. Sawyer - 5,609 shares, and Ms. Whittington - 14,317 shares.

(2)	RSUs held by each non-employee director vest and settle in shares of common stock when the director leaves the Board.

(3)	Includes 172,148 stock options and 43,231 performance-based shares for Mr. Darrow; 42,128 stock options and 10,611 performance-based shares for Mr. Edwards; and 30,086 stock options and 7,555 performance-based shares for Mr. Sawyer, of which the NEO has the right to acquire beneficial ownership were he to retire within 60 days of July 7, 2020.

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(1)	Based on a Schedule 13G/A filed with the SEC on February 4, 2020, in which BlackRock, Inc., a parent holding company, reported that, as of December 31, 2019, it had sole voting power with respect to 6,930,155 shares and sole dispositive power with respect to 7,043,189 shares, and shared voting and dispositive power with respect to none of the shares.

(2)

Based on a Schedule 13G/A filed with the SEC on February 12, 2020, in which The Vanguard Group, an investment adviser, reported that, as of December 31, 2019, it had sole voting power over 65,505 shares, shared voting power over 8,854 shares, sole dispositive power over 4,828,278 shares, and shared dispositive power over 68,394 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 59,540 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 14,819 shares as a result of its serving as investment manager of Australian investment offerings.

(3)

Based on a Schedule 13G/A filed with the SEC on January 27, 2020, in which Wellington Management Group LLP, a parent holding company of certain holding companies and investment advisers, reported that, as of December 31, 2019, it had shared voting power with respect to 3,881,404 shares, shared dispositive power with respect to 4,249,284 shares, and sole voting and dispositive power with respect to none of the shares.

(4)	Based on a Schedule 13G filed with the SEC on February 12, 2020, in which Dimensional Fund Advisors LP, an investment adviser, reported that, as of December 31, 2019, it had sole voting power over 2,840,610 shares, sole dispositive power over 2,992,562 shares, and shared voting and dispositive power with respect to none of the shares.

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