UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
|
| (Date of Report (Date of Earliest Event Reported)) |
| LA-Z-BOY INCORPORATED |
| (Exact name of registrant as specified in its charter) |
| MICHIGAN | 1-9656 | 38-0751137 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 1284 North Telegraph Road, Monroe, Michigan | | 48162-3390 |
| (Address of principal executive offices) | | Zip Code |
Registrant's telephone number, including area code (734) 242-1444
| None |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | Our annual meeting of shareholders was held on August 21, 2013. |
| (b) | There were 52,848,258 shares eligible to vote, and 47,897,969 shares, or 90.63% of the outstanding shares, were voted in person or by proxy at the meeting. The final results of the voting on the proposals submitted to a vote of the shareholders are set out below: |
Proposal 1. Election of Directors.
The following individuals were elected to serve as directors for terms expiring in 2014:
| | Shares | | | | | |
| | Voted | | Shares | | Broker | |
| | For | | Withheld | | Non-Votes | |
| Kurt L. Darrow | | 43,631,185 | | 224,776 | | 4,042,008 | |
| John H. Foss | | 43,549,069 | | 306,892 | | 4,042,008 | |
| Richard M. Gabrys | | 43,599,584 | | 256,377 | | 4,042,008 | |
| Janet L. Gurwitch | | 43,727,652 | | 128,309 | | 4,042,008 | |
| David K. Hehl | | 43,448,447 | | 407,514 | | 4,042,008 | |
| Edwin J. Holman | | 43,808,828 | | 47,133 | | 4,042,008 | |
| Janet E. Kerr | | 43,725,691 | | 130,270 | | 4,042,008 | |
| Michael T. Lawton | | 43,682,672 | | 173,289 | | 4,042,008 | |
| H. George Levy, M.D. | | 43,413,027 | | 442,934 | | 4,042,008 | |
| W. Alan McCollough | | 43,814,003 | | 41,958 | | 4,042,008 | |
| Dr. Nido R. Qubein | | 43,712,715 | | 143,246 | | 4,042,008 | |
Proposal 2. Shareholders approved the Amended and Restated La-Z-Boy Incorporated 2010 Omnibus Incentive Plan:
| Shares voted For | | 40,681,843 | |
| Shares voted Against | | 3,132,335 | |
| Shares abstained | | 41,783 | |
| Broker non-votes | | 4,042,008 | |
Proposal 3. Shareholders approved the advisory vote on executive compensation:
| Shares voted For | | 41,738,440 | |
| Shares voted Against | | 1,330,502 | |
| Shares abstained | | 787,019 | |
| Broker non-votes | | 4,042,008 | |
Proposal 4. Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for our fiscal year 2014:
| Shares voted For | | 47,485,838 | |
| Shares voted Against | | 354,957 | |
| Shares abstained | | 57,174 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | LA-Z-BOY INCORPORATED | |
| (Registrant) |
| | | |
| Date: August 22, 2013 | | | |
| | | |
| BY: | /s/ Margaret L. Mueller | |
| Margaret L. Mueller |
| Corporate Controller |
