UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549-1004
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d)of
the
Securities Exchange Act of 1934
February 17,
2009
(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
|
(Commission
|
(IRS
Employer
|
|||||
|
incorporation)
|
File
Number)
|
Indentification
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:
[ ] 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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On
February 17, 2009, La-Z-Boy Incorporated appointed Janet E. Kerr to the Board of
Directors, with a term expiring at the annual meeting of shareholders in
2009. The Board has appointed Kerr to serve as a member of the
Nominating and Governance committee. Kerr will receive cash
compensation for her board service of $8,750 per quarter and meeting fees of
$1,500 per meeting. The Board granted Kerr an award, under the
Company’s
Deferred Stock Unit Plan for Non-employee directors, of 5,000 restricted stock
units effective February 27, 2009. A press release announcing Kerr’s
appointment is included in this current report as Exhibit
99.1.
The
information in Item 5.02 of this report and the related exhibit (Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits
(d)
The following exhibits are filed or furnished as part of this
report:
|
Description
|
||
|
————————————————————————————
|
||
|
99.1
|
Press
Release Dated February 17,
2009
|
|
SIGNATURE
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:
February 19, 2009
|
BY:
/S/ Margaret L. Mueller
|
||
|
——————————————
|
||
|
Margaret
L. Mueller
|
||
|
Corporate
Controller
|
EXHIBIT
99.1
NEWS RELEASE
|
Contact:
Kathy Liebmann
|
(734)
241-2438
|
kathy.liebmann@la-z-boy.com
|
LA-Z-BOY NAMES JANET KERR TO
BOARD
MONROE,
MI. February 17, 2009—La-Z-Boy Incorporated (NYSE: LZB) today
announced that Janet E. Kerr has been named to its Board of
Directors. She will serve as a member of the Nominating and
Governance Committee. The appointment expands the company’s Board to
11 members.
Kerr, 54,
is a Professor of Law and the Executive Director and Founder of the Geoffrey H. Palmer Center for
Entrepreneurship and the Law at Pepperdine University School of
Law. She is a Member of the Governance Exchange Advisory Council of
ISS/Risk Metrics and is also a member of the Board of Directors of CKE
Restaurants, Inc., a New York Stock Exchange - listed company, where she is
Chairperson of the Corporate Governance Committee and a member of the
Compensation Committee.
James W.
Johnston, Chairman of La-Z-Boy Incorporated, said, “We are honored Janet has
joined our Board of Directors. She brings a wealth of experience in
corporate governance matters and has prior public- and private-company board
experience, which will serve our company well.”
Kurt
Darrow, President and Chief Executive Officer of La-Z-Boy, said, “Janet will
undoubtedly make a significant contribution to our company. In
addition to her legal background and expertise in corporate governance, she has
been a success in various entrepreneurial endeavors, allowing her to bring a
unique perspective to our company. Further, her retail experience as
an Audit Committee member of Tilly’s, a clothing retailer, will be beneficial as
the retail component of our business becomes more important.”
Johnston
added, “Succession planning is important to our company and, with two members of
our Board retiring next year, the Board believes it prudent to bring in Janet at
this time to ensure continuity as the company navigates its way through a
challenging period. We are delighted to have someone of Janet’s
caliber working with us and her various skill sets will complement those of our
other board members.”
Professor
Kerr is a member of the State Bars of California and New York. She is
the founder of several technology companies, including X-Labs, which was
co-owned with HRL (Hughes Research Laboratories), is a world-renowned author and
lecturer on securities and corporate governance matters and has worked as a
staff attorney for the Securities and Exchange Commission. Among her
many other significant accomplishments, Kerr serves as a consultant to the U.S.
Department of Commerce and numerous countries, such as China, France and
Thailand, on various issues relating to commerce with the United States and
entrepreneurial strategies. She earned a B.A., summa cum laude,
and a J.D. from Pepperdine University, as well as an L.L.M. in corporate law
from New York University School of Law.
Additional
Information
This news
release is just one part of La-Z-Boy’s financial disclosures and should be read
in conjunction with other information filed with the Securities and Exchange
Commission, which is available at http://www.la-z-boy.com/about/investorRelations/sec_filings.aspx. Investors
and others wishing to be notified of future La-Z-Boy news releases, SEC filings
and quarterly investor conference calls may sign up at:
http://www.la-z-boy.com/about/investorRelations/IR_email_alerts.aspx.
Background
Information
La-Z-Boy
Incorporated is one of the world’s leading residential furniture producers,
marketing furniture for every room of the home. The La-Z-Boy Upholstery Group
companies are Bauhaus, England and La-Z-Boy. The La-Z-Boy Casegoods Group
companies are American Drew/Lea, Hammary and Kincaid.
The
corporation’s proprietary distribution network is dedicated exclusively to
selling La-Z-Boy Incorporated products and brands, and includes 328 stand-alone
La-Z-Boy Furniture Galleries® stores and 449 Comfort Studios, in addition to
in-store gallery programs at the company’s Kincaid, England and Lea operating
units. According to industry trade publication In Furniture, the La-Z-Boy
Furniture Galleries retail network is North America’s largest single-brand
furniture retailer. Additional information is available at http://www.la-z-boy.com/.