UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
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(Date of Report (Date of Earliest Event Reported))
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LA-Z-BOY INCORPORATED
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(Exact name of registrant as specified in its charter)
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MICHIGAN
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1-9656
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38-0751137
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1284 North Telegraph Road, Monroe, Michigan
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48162-3390
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(Address of principal executive offices)
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Zip Code
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Registrant's telephone number, including area code (734) 242-1444
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None
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(Former name or former address, if changed since last report.)
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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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | Our annual meeting of shareholders was held on August 21, 2013. |
| (b) | There were 52,848,258 shares eligible to vote, and 47,897,969 shares, or 90.63% of the outstanding shares, were voted in person or by proxy at the meeting. The final results of the voting on the proposals submitted to a vote of the shareholders are set out below: |
Proposal 1. Election of Directors.
The following individuals were elected to serve as directors for terms expiring in 2014:
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Shares
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Voted
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Shares
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Broker
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For
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Withheld
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Non-Votes
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Kurt L. Darrow
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43,631,185
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224,776
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4,042,008
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John H. Foss
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43,549,069
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306,892
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4,042,008
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Richard M. Gabrys
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43,599,584
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256,377
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4,042,008
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Janet L. Gurwitch
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43,727,652
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128,309
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4,042,008
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David K. Hehl
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43,448,447
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407,514
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4,042,008
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Edwin J. Holman
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43,808,828
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47,133
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4,042,008
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Janet E. Kerr
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43,725,691
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130,270
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4,042,008
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Michael T. Lawton
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43,682,672
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173,289
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4,042,008
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H. George Levy, M.D.
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43,413,027
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442,934
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4,042,008
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W. Alan McCollough
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43,814,003
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41,958
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4,042,008
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Dr. Nido R. Qubein
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43,712,715
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143,246
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4,042,008
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Proposal 2. Shareholders approved the Amended and Restated La-Z-Boy Incorporated 2010 Omnibus Incentive Plan:
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Shares voted For
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40,681,843
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Shares voted Against
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3,132,335
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Shares abstained
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41,783
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Broker non-votes
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4,042,008
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Proposal 3. Shareholders approved the advisory vote on executive compensation:
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Shares voted For
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41,738,440
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Shares voted Against
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1,330,502
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Shares abstained
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787,019
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Broker non-votes
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4,042,008
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Proposal 4. Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for our fiscal year 2014:
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Shares voted For
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47,485,838
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Shares voted Against
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354,957
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Shares abstained
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57,174
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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.
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LA-Z-BOY INCORPORATED
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(Registrant)
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Date: August 22, 2013
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BY:
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/s/ Margaret L. Mueller
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Margaret L. Mueller
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Corporate Controller
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