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 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