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 21, 2013
 (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 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:
 
 
 
Shares
 
 
 
 
 
 
 
Voted
 
Shares
 
 Broker
 
 
 
For
 
Withheld
 
Non-Votes
 
Kurt L. Darrow
 
43,631,185
 
224,776
 
4,042,008
 
John H. Foss
 
43,549,069
 
306,892
 
4,042,008
 
Richard M. Gabrys
 
43,599,584
 
256,377
 
4,042,008
 
Janet L. Gurwitch
 
43,727,652
 
128,309
 
4,042,008
 
David K. Hehl
 
43,448,447
 
407,514
 
4,042,008
 
Edwin J. Holman
 
43,808,828
 
47,133
 
4,042,008
 
Janet E. Kerr
 
43,725,691
 
130,270
 
4,042,008
 
Michael T. Lawton
 
43,682,672
 
173,289
 
4,042,008
 
H. George Levy, M.D.
 
43,413,027
 
442,934
 
4,042,008
 
W. Alan McCollough
 
43,814,003
 
41,958
 
4,042,008
 
Dr. Nido R. Qubein
 
43,712,715
 
143,246
 
4,042,008
 

Proposal 2. Shareholders approved the Amended and Restated La-Z-Boy Incorporated 2010 Omnibus Incentive Plan:
 
Shares voted For
 
40,681,843
 
Shares voted Against
 
3,132,335
 
Shares abstained
 
41,783
 
Broker non-votes
 
4,042,008
 

Proposal 3. Shareholders approved the advisory vote on executive compensation:
 
Shares voted For
 
41,738,440
 
Shares voted Against
 
1,330,502
 
Shares abstained
 
787,019
 
Broker non-votes
 
4,042,008
 

Proposal 4. Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for our fiscal year 2014:
 
Shares voted For
 
47,485,838
 
Shares voted Against
 
354,957
 
Shares abstained
 
57,174
 

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 22, 2013
 
 
 
 
 
 
BY:
/s/ Margaret L. Mueller
 
Margaret L. Mueller
 
Corporate Controller