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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 19, 2021
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 19, 2021, La-Z-Boy Incorporated (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 45,235,611 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 41,642,083 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 eleven director nominees shown below was elected to serve an annual term until the 2022 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
Kurt L. Darrow 38,183,970 891,965 2,566,148
Sarah M. Gallagher 38,570,051 505,884 2,566,148
James P. Hackett 38,949,660 126,275 2,566,148
Janet E. Kerr 38,144,349 931,586 2,566,148
Michael T. Lawton 38,929,909 146,026 2,566,148
H. George Levy, MD 37,977,765 1,098,170 2,566,148
W. Alan McCollough 37,957,488 1,118,447 2,566,148
Rebecca L. O’Grady 38,442,847 633,088 2,566,148
Lauren B. Peters 38,926,087 149,848 2,566,148
Dr. Nido R. Qubein 37,986,061 1,089,874 2,566,148
Melinda D. Whittington 38,526,435 549,500 2,566,148



Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was ratified by the following vote:

Shares Voted For Shares Voted Against Abstentions
40,393,529 1,229,735 18,819



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 For Shares Voted Against Abstentions Broker Non-Votes
37,018,864 2,030,897 26,174 2,566,148


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 19, 2021
BY: /s/ Raphael Z. Richmond
Raphael Z. Richmond
Vice President, General Counsel and Chief Compliance Officer


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