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 26, 2025

LA-Z-BOY INCORPORATED

(Exact name of registrant as specified in its charter)

Michigan

1-9656

38-0751137

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)

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


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 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 26, 2025, La-Z-Boy Incorporated (the "Company") held its 2025 Annual Meeting of Shareholders. Of the 41,167,047 shares of the Company’s common stock, $1.00 par value, eligible to vote at the Annual Meeting, 38,994,270 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 nine director nominees shown below was elected to serve an annual term until the 2026 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 Nominee	Shares Voted For	Shares Voted Withheld	Broker Non-Votes
Erika L. Alexander	36,449,676	409,528	2,135,066
Matthew H. Baer	36,672,764	186,440	2,135,066
Raza S. Haider	36,474,737	384,467	2,135,066
Janet E. Kerr	35,559,893	1,299,311	2,135,066
Mark S. LaVigne	36,680,104	179,100	2,135,066
Michael T. Lawton	36,029,437	829,767	2,135,066
Rebecca L. O’Grady	36,577,022	282,182	2,135,066
Lauren B. Peters	34,300,055	2,559,149	2,135,066
Melinda D. Whittington	36,072,904	786,300	2,135,066

Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified by the following vote:


Shares Voted For	Shares Voted Against	Abstentions
37,828,638	1,072,251	93,381

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 For	Shares Voted Against	Abstentions	Broker Non-Votes
34,279,537	2,455,940	123,727	2,135,066

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


Exhibit No.						Description
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.


			LA-Z-BOY INCORPORATED
			(Registrant)

Date: August 27, 2025


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

LA-Z-BOY INC 8-K