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
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| Date of Report (Date of earliest event reported): | December 10, 2024 |
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| LA-Z-BOY INCORPORATED |
(Exact name of registrant as specified in its charter) |
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| Michigan | | 1-9656 | | 38-0751137 |
| (State or other jurisdiction of | | (Commission | | (IRS Employer |
| incorporation) | | File Number) | | Identification No.) |
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| 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
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| 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:
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| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 10, 2024, the Board of Directors (the “Board”) of La-Z-Boy Incorporated (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.
The Amended and Restated Bylaws modify the existing procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of shareholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at shareholder meetings, including to clarify or limit the scope of information and disclosures required regarding proposing shareholders, proposed nominees and other related persons.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 10, 2024, as part of the Board’s periodic evaluation of its leadership structure, the Board elected Melinda D. Whittington, La-Z-Boy Incorporated President and Chief Executive Officer and a member of the Board, to also serve as Chair of the Board, effective December 11, 2024. In addition, Michael T. Lawton, who had served as Chair of the Board since May 2022, was elected to his previous position of independent Lead Director, effective December 11, 2024. A copy of the news release announcing the elections is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in Item 7.01 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 and shall not be deemed to be incorporated by reference in any filing of the Company 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 furnished as part of this report:
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| Exhibit No. |
| 3.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| LA-Z-BOY INCORPORATED | |
| (Registrant) | |
Date: December 16, 2024
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| BY: /s/ Raphael Z. Richmond | |
| Raphael Z. Richmond
Vice President, General Counsel and Chief Compliance Officer | |
