lzb-20200901
0000057131False00000571312020-09-032020-09-03

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):
September 1, 2020
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan1-965638-0751137
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)

One La-Z-Boy Drive,Monroe,Michigan48162-5138
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueLZBNew 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 September 1, 2020, La-Z-Boy Incorporated (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 46,296,987 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 42,717,912 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 nine director nominees shown below was elected to serve an annual term until the 2021 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 NomineeShares Voted ForShares Voted WithheldBroker Non-Votes
Kurt L. Darrow38,437,1131,888,7452,392,054
Sarah M. Gallagher39,545,296780,5622,392,054
Janet E. Kerr39,271,2711,054,5872,392,054
Michael T. Lawton39,547,161778,6972,392,054
H. George Levy, MD39,112,2721,213,5862,392,054
W. Alan McCollough39,554,847771,0112,392,054
Rebecca L. O'Grady40,207,987117,8712,392,054
Lauren B. Peters40,159,878165,9802,392,054
Dr. Nido R. Qubein39,080,7431,245,1152,392,054



Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021 was ratified by the following vote:

Shares Voted ForShares Voted AgainstAbstentions
41,453,3571,197,25267,303



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 disclosed in the Company’s proxy statement, was approved as follows:

Shares Voted ForShares Voted AgainstAbstentionsBroker Non-Votes
38,277,6742,006,70041,4842,392,054



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: September 3, 2020
BY:/s/Stephen K. Krull
Stephen K. Krull
Vice President, General Counsel and Secretary