UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
LA-Z-BOY INCORPORATED
(Exact name of Registrant as specified in its charter)
 
Michigan
 
38-0751137
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
 
One La-Z-Boy Drive
Monroe, Michigan 48162-5138
(Address of principal executive offices, including zip code)
 
La-Z-Boy Incorporated 2022 Omnibus Incentive Plan
(Full title of the plan)
 
 
 
Raphael Z. Richmond
 
Vice President, General Counsel and Chief Compliance Officer
 
LA-Z-BOY INCORPORATED
 
One La-Z-Boy Drive
 
Monroe, Michigan 48162-5138
 
(734) 242-1444
 
(Name, address, and telephone number,
including area code, of agent for service)
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
(Check one):
 
Large accelerated filer ☒
 
 
 
Accelerated filer ☐
Non-accelerated filer ☐
 
 
 
Smaller reporting company ☐
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 7(a)(2)(B) of the Securities Act. □
 




 
EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by La-Z Boy Incorporated, a Michigan corporation (the “Registrant”), for the purpose of registering 2,775,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of the Registrant that may be issued under the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan (the “Plan”).

PART I
 
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
The documents containing the information specified in this Part I will be delivered to the participants in the Plan, as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference
 
The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement:


(a)


(b)


(c)


(d)
the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A dated August 5, 1987 (Registration No. 1-9656), and any other amendment or report filed for the purpose of updating such description, including the description of the Common Stock filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended April 27, 2019, filed with the Commission on June 18, 2019.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.



 
Item 4. Description of Securities
 
Not applicable.
 
Item 5. Interest of Named Experts and Counsel
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers
 
Michigan Business Corporation Act
 
Sections 561—571 of the Michigan Business Corporation Act (the “MBCA”) grant the Registrant broad powers to indemnify any person in connection with legal proceedings brought against him or her by reason of his or her present or past status as an officer or director of the Registrant, provided that the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Registrant’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The MBCA also gives the Registrant broad powers to indemnify any such person against expenses and reasonable settlement payments in connection with any action by or in the right of the Registrant, provided the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Registrant’s best interests, except that no indemnification may be made if the person is adjudged to be liable to the Registrant unless and only to the extent the court in which such action was brought determines upon application that, despite such adjudication, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the Registrant is required by the MBCA to indemnify him or her against expenses, including attorneys’ fees, which are actually and reasonably incurred by him or her in connection with the proceedings.
 
Articles of Incorporation
 
The Registrant’s Restated Articles of Incorporation, as amended (“Articles of Incorporation”), provide that, (a) with specified exceptions, a director of the Registrant will not be personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director and (b) the Registrant must indemnify, to the fullest extent permitted by law, any of its officers and directors, and may indemnify any of its employees and agents, who is made, or threatened to be made, a party to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that the person is or was a director, officer, employee, or agent of the Registrant or serves or served at the Registrant’s request as a director, officer, partner, trustee, employee, or agent of another enterprise.
 
Bylaws
 
The Registrant’s Amended and Restated Bylaws (“Bylaws”) provide that the Registrant shall indemnify any person who is or was a director or officer of the Registrant who is a party or is threatened to be made a party to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal), other than an action by or in the right of the Registrant, by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant, or serves or served at the Registrant’s request as a director, officer, partner, member, manager, trustee, employee, or agent of another enterprise, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant or its shareholders, or with respect to a criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful.
 
With respect to any claims brought by or in the right of the Registrant to procure a judgment in its favor, the Bylaws provide that the Registrant shall indemnify a person who is or was a director or officer of the Registrant who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the Registrant, or serves or served at the Registrant’s request as a director, officer, partner, member, manager, trustee, employee, or agent of another enterprise, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or suit, if he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant or its shareholders.  The Registrant’s Bylaws provide there will be no indemnification under the Bylaws for any claim, issue or matter for which the officer or director has been found liable to the Registrant unless, and to the extent that, the court that adjudicates the matter finds that, despite the adjudication of liability but in view of all circumstances of the case, the officer or director is fairly and reasonably entitled to indemnification for expenses which the court finds proper.

Notwithstanding the above, the Registrant is not required under the Bylaws to indemnify a current or former director or officer of the Registrant in connection with an action, suit, proceeding or claim (or part thereof) brought or made by such individual, unless such action, suit, proceeding or claim (or part thereof) was authorized by the board of directors of the Registrant or was brought or made to enforce the indemnification provisions of the Bylaws (and the current or former director or officer has been successful in such action).
 
Indemnification Agreements and Insurance
 
The Registrant has entered into indemnification agreements with each of its directors in order to provide them with contractual assurances regarding the indemnification provisions set forth in its Articles of Incorporation and Bylaws and to provide additional procedural protections.
 
Under an insurance policy maintained by the Registrant, the Registrant’s directors and officers are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits, or proceedings and certain liabilities that might be imposed as a result of such claims, actions, suits, or proceedings that may be brought against them by reason of being or having been such directors and officers.
 
The above discussion of the MBCA and the Registrant’s Articles of Incorporation, Bylaws, indemnification agreements and insurance policy is not intended to be exhaustive and is qualified in its entirety by such statute, Articles of Incorporation, Bylaws, indemnification agreements and insurance policy.
 
Item 7. Exemption from Registration Claimed
 
Not applicable.
 

Item 8. Exhibits
 
Exhibit
Number
 
Exhibit Description
 
 
 
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
 
3.4
 
 
 
 
3.5*
 
 
 
 
5.1*
 
 
 
 
23.1*
 
 
 
 
23.2*
 
 
 
 
24.1*
 
Power of Attorney is contained on the signature pages to this Registration Statement.
 
 
 
99.1
 
     
107*
 
Calculation of Filing Fee Table.

*Filed herewith.
 
Item 9. Undertakings
 
(a)         The undersigned Registrant hereby undertakes:
 
(1)                                                          To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
 
(i) to include any prospectus required by Section 10(a)(3) or the Securities Act;
 
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
 
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
(2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)         The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 




SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Michigan, on August 31, 2022.
 

  LA-Z-BOY INCORPORATED  
       

By:
/s/ Melinda D. Whittington  
    Melinda D. Whittington  
    President and Chief Executive Officer  
       

 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby authorizes and appoints Melinda D. Whittington and Robert G. Lucian, as attorneys-in-fact and agents, each acting alone, with full powers of substitution to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this Registration Statement and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
 /s/ M.D. Whittington
 
Director, President and Chief Executive Officer
 
August 31, 2022
M.D. Whittington
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ R.G. Lucian
 
Senior Vice President and Chief Financial
 
August 31, 2022
R.G. Lucian
 
 Officer
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ J. L. McCurry
 
Vice President, Corporate Controller and
 
August 31, 2022
J. L. McCurry
 
Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ M.T. Lawton
 
Chairman of the Board
 
August 31, 2022
M.T. Lawton
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ E.L. Alexander
 
Director
 
August 31, 2022
E. L. Alexander
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ S.M. Gallagher
 
Director
 
August 31, 2022
S. M. Gallagher
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ J.P. Hackett
 
Director
 
August 31, 2022
J.P. Hackett
 
 
 
 


/s/ J.E. Kerr
 
Director
 
August 31, 2022
J.E. Kerr
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ W.A. McCollough
 
Director
 
August 31, 2022
W.A. McCollough
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ R.L. O’Grady
 
Director
 
August 31, 2022
R.L. O’Grady
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 /s/ L.B. Peters
 
Director
 
[●August 31, 2022
L. B. Peters
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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