form8k.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549-1004
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
August 22, 2012
(Date of Report (Date of Earliest Event Reported))
 
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
 
MICHIGAN
 
1-9656
 
38-0751137
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
1284 North Telegraph Road, Monroe, Michigan
 
  
48162-3390
 
(Address of principal executive offices)
 
Zip Code
 
Registrant's telephone number, including area code (734) 242-1444
 
None
(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:
 
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 22, 2012.
 
(b)
There were 53,037,331 shares eligible to vote, and 48,230,764 shares, or 90.93% 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 2013:
 
   
Shares
              
   
Voted
    
Shares
    
Broker
  
   
For
    
Withheld
    
Non-Votes
  
Kurt L. Darrow
     44,207,252       317,883       3,705,629  
John H. Foss
     44,153,111       372,024       3,705,629  
Janet E. Kerr
     44,349,651       175,484       3,705,629  
H. George Levy, M.D.
     44,047,193       477,942       3,705,629  
W. Alan McCollough
     44,283,878       241,257       3,705,629  
Nido R. Qubein
     44,248,597       276,538       3,705,629  
 
Proposal 2. Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for our fiscal year 2013:
 
Shares voted For
    
47,777,670
  
Shares voted Against
    
383,436
  
Shares abstained
    
69,658
  
 
Proposal 3. Advisory vote on executive compensation:
 
Shares voted For
 
  
43,141,801
  
Shares voted Against
 
  
 1,257,076
  
Shares abstained
 
  
126,258
  
Broker non-votes
 
  
3,705,629
  
 
Proposal 4. Approve amending articles of incorporation eliminating the right to reorganize under state statute:
 
Shares voted For
 
  
43,595,287
  
Shares voted Against
 
  
787,898
  
Shares abstained
 
  
141,950
  
Broker non-votes
    
3,705,629
  
 
 
 
 
 
SIGNATURE
 
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.
 
 
LA-Z-BOY INCORPORATED
  
 
(Registrant)
  
       
Date: August 28, 2012
      
       
  By: /s/ Margaret L. Mueller  
 
Margaret L. Mueller
  
 
Corporate Controller