UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 27, 2019
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
| Michigan | | 1-9656 | | 38-0751137 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| One La-Z-Boy Drive, Monroe, Michigan | | 48162-5138 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (734) 242-1444
N/A
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value | | LZB | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 27, 2019, La-Z-Boy Incorporated (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 47,012,206 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 43,477,347 shares were present in person or represented by proxy. Set forth below are the final voting results for the proposals voted on at the Annual Meeting.
Proposal 1: Election of Directors. Each of the ten director nominees shown below was elected to serve a one-year term until the 2020 annual meeting of shareholders or until his or her successor is duly elected and qualified. The voting results were as follows:
| | | Shares Voted | | Shares Voted | | Broker |
| Director Nominee | | For | | Withheld | | Non-Votes |
| Kurt L. Darrow | | 38,334,989 | | 1,488,817 | | 3,653,541 |
| Sarah M. Gallagher | | 39,599,331 | | 224,475 | | 3,653,541 |
| Edwin J. Holman | | 39,296,150 | | 527,656 | | 3,653,541 |
| Janet E. Kerr | | 39,582,601 | | 241,205 | | 3,653,541 |
| Michael T. Lawton | | 39,599,245 | | 224,561 | | 3,653,541 |
| H. George Levy, MD | | 39,433,978 | | 389,828 | | 3,653,541 |
| W. Alan McCollough | | 39,492,853 | | 330,953 | | 3,653,541 |
| Rebecca L. O’Grady | | 39,744,959 | | 78,847 | | 3,653,541 |
| Lauren B. Peters | | 39,738,031 | | 85,775 | | 3,653,541 |
| Dr. Nido R. Qubein | | 39,257,410 | | 566,396 | | 3,653,541 |
Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020 was ratified by the following vote:
| Shares Voted | | Shares Voted | | |
| For | | Against | | Abstentions |
| 42,165,341 | | 1,275,313 | | 36,693 |
Proposal 3: Approve, through a non-binding advisory vote, the compensation of the Company’s named executive officers. An advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement, was approved as follows:
| Shares Voted | | Shares Voted | | | | Broker |
| For | | Against | | Abstentions | | Non-Votes |
| 33,078,855 | | 6,701,549 | | 43,402 | | 3,653,541 |
SIGNATURES
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 hereunto duly authorized.
| | LA-Z-BOY INCORPORATED | |
| | (Registrant) |
| | |
| Date: August 28, 2019 | |
| | |
| | BY: /s/ Stephen K. Krull | |
| | Stephen K. Krull |
| | Vice President, General Counsel and Secretary |
