Shareholder Vote

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 29, 2023 LA-Z-BOY INCORPORATED (Exact name of registrant as specified in its charter) Michigan 1-9656 38-0751137 (State or other jurisdiction of   (Commission   (IRS Employer 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 29, 2023, La-Z-Boy Incorporated (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 43,282,570 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 40,076,018 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 an annual term until the 2024 annual meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. The voting results were as follows: Director Nominee Shares Voted For Shares Voted Withheld Broker Non-Votes Erika L. Alexander 35,909,041 1,331,815 2,835,162 Sarah M. Gallagher 36,715,713 525,143 2,835,162 James P. Hackett 34,086,379 3,154,477 2,835,162 Raza S. Haider 36,962,540 278,316 2,835,162 Janet E. Kerr 36,123,164 1,117,692 2,835,162 Mark S. LaVigne 37,093,026 147,830 2,835,162 Michael T. Lawton 35,946,900 1,293,956 2,835,162 Rebecca L. O’Grady 36,491,753 749,103 2,835,162 Lauren B. Peters 36,683,908 556,948 2,835,162 Melinda D. Whittington 36,643,429 597,427 2,835,162 Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified by the following vote: Shares Voted For Shares Voted Against Abstentions 38,935,779 1,091,770 48,469 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 ("say on pay"), as disclosed in the Company’s proxy statement, was approved as follows: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 36,019,806 1,143,306 77,744 2,835,162 Proposal 4 : Approve, through a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. “1 year” as the preferred frequency for future advisory votes to approve the compensation of the Company’s named executive officers was approved as follows: 1 year 2 years 3 years Abstentions 33,812,642 45,701 3,328,496 54,017 Consistent with these results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders. 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 31, 2023 BY: /s/ Raphael Z. Richmond Raphael Z. Richmond Vice President, General Counsel and Chief Compliance Officer