STOCK TITAN

La-Z-Boy shareholders back directors, pay plan

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LA-Z-BOY INC (LZB) reported results of its 2026 Annual Meeting of Shareholders held on August 25, 2026. Of 40,011,207 common shares eligible to vote, 37,517,123 were present in person or by proxy. All ten director nominees were elected to serve until the 2027 annual meeting, each receiving over 32.6 million votes in favor with broker non-votes of 2,139,545 for each nominee.

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2027 with 36,640,250 votes for, 796,962 against, and 79,911 abstentions. A non-binding advisory resolution approving the compensation of named executive officers passed with 34,505,041 votes for, 805,386 against, 67,151 abstentions, and 2,139,545 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares eligible to vote 40,011,207 shares Common stock eligible to vote at the 2026 Annual Meeting
Shares present or represented by proxy 37,517,123 shares Shares present in person or by proxy at the 2026 Annual Meeting
Votes for lowest-supported director nominee 32,673,913 shares Votes for director nominee Lauren B. Peters
Auditor ratification votes for 36,640,250 shares Votes for ratifying PricewaterhouseCoopers LLP for fiscal 2027
Auditor ratification votes against 796,962 shares Votes against ratifying PricewaterhouseCoopers LLP for fiscal 2027
Say-on-pay votes for 34,505,041 shares Votes for non-binding advisory approval of named executive officer compensation
Say-on-pay votes against 805,386 shares Votes against non-binding advisory approval of named executive officer compensation
Broker non-votes on director election and say-on-pay 2,139,545 shares Broker non-votes recorded on each director proposal and the say-on-pay proposal
broker non-votes financial
"Shares Voted For | Shares Voted Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"Approve, through a non-binding advisory vote, the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for fiscal year 2027"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What was the shareholder turnout at LA-Z-BOY INC (LZB)'s 2026 annual meeting?

At the 2026 annual meeting, 37,517,123 shares of LA-Z-BOY INC common stock were present in person or represented by proxy out of 40,011,207 shares eligible to vote.

Were all director nominees elected at LA-Z-BOY INC (LZB)'s 2026 annual meeting?

Yes. All ten director nominees were elected, each receiving at least 32,673,913 votes for, with 2,139,545 broker non-votes reported for each nominee.

Did LA-Z-BOY INC (LZB) shareholders ratify the auditor for fiscal 2027?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as LA-Z-BOY INC’s independent registered public accounting firm for fiscal 2027 by a vote of 36,640,250 for, 796,962 against, and 79,911 abstentions.

How did LA-Z-BOY INC (LZB) shareholders vote on executive compensation in 2026?

The non-binding advisory vote on LA-Z-BOY INC’s named executive officer compensation was approved, with 34,505,041 shares voted for, 805,386 against, 67,151 abstentions, and 2,139,545 broker non-votes.

How many LA-Z-BOY INC (LZB) shares were eligible to vote at the 2026 meeting?

A total of 40,011,207 shares of LA-Z-BOY INC common stock, $1.00 par value, were eligible to vote at the 2026 Annual Meeting of Shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0000057131False00000571312026-08-262026-08-26

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
Date of Report (Date of earliest event reported):
August 25, 2026
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
Michigan1-965638-0751137
(State or other jurisdiction of(Commission(IRS Employer
incorporation)File Number)Identification No.)
One La-Z-Boy Drive,Monroe,Michigan48162-5138
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (734) 242-1444
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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueLZBNew 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 25, 2026, La-Z-Boy Incorporated (the “Company”) held its 2026 Annual Meeting of Shareholders. Of the 40,011,207 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 37,517,123 shares were present in person or represented by proxy. Set forth below are the final voting results for the proposals voted on at the Annual Meeting.

Proposal 1: Election of Directors. Each of the ten director nominees shown below was elected to serve an annual term until the 2027 annual meeting of shareholders. Each director will hold office until their successor has been elected and qualified or until the director’s earlier resignation or removal. The voting results were as follows:

Director NomineeShares Voted ForShares Voted WithheldBroker Non-Votes
Erika L. Alexander34,903,244474,3342,139,545
Matthew H. Baer34,949,208428,3702,139,545
William C. Boor35,130,858246,7202,139,545
Raza S. Haider35,115,406262,1722,139,545
Janet E. Kerr34,690,912686,6662,139,545
Mark S. LaVigne35,127,414250,1642,139,545
Michael T. Lawton34,647,053730,5252,139,545
Rebecca L. O’Grady34,903,225474,3532,139,545
Lauren B. Peters32,673,9132,703,6652,139,545
Melinda D. Whittington34,673,750703,8282,139,545

Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027 was ratified by the following vote:

Shares Voted ForShares Voted AgainstAbstentions
36,640,250796,96279,911

Proposal 3: Approve, through a non-binding advisory vote, the compensation of the Company’s named executive officers. An advisory resolution approving the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved as follows:

Shares Voted ForShares Voted AgainstAbstentionsBroker Non-Votes
34,505,041805,38667,1512,139,545


Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished as part of this report:

Exhibit No.Description
104Cover 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.
LA-Z-BOY INCORPORATED
(Registrant)

Date: August 26, 2026
BY: /s/ Raphael Z. Richmond
Raphael Z. Richmond
Vice President, General Counsel and Chief Compliance Officer


Filing Exhibits & Attachments

3 documents