LA-Z-BOY INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management's Annual Report on Internal Control over Financial Reporting. Our management's report on internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data, of this report. Attestation Report of the Registered Public Accounting Firm. Our registered public accounting firm's attestation report on our internal control over financial reporting is included in Item 8, Financial Statements and Supplementary Data, of this report. Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. 79 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. We have adopted a Code of Business Conduct, which applies to all of our officers, directors, and employees. A current copy of the code is posted at our website www.la-z-boy.com. We will disclose any amendments to, or waivers from, the code applicable to an executive officer or director at our website www.la-z-boy.com. We provide some information about our executive officers in Part I of this report, under the heading "Information About Our Executive Officers." All other information required to be reported under this item will be included in our proxy statement for our 2020 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. ITEM 11. EXECUTIVE COMPENSATION. All information required to be reported under this item will be included in our proxy statement for our 2020 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required to be reported pursuant to this item with respect to security ownership of certain beneficial owners and management will be included in our proxy statement for our 2020 Annual Meeting of Shareholders, and is incorporated into this item by reference. Equity Plans The table below provides information concerning our compensation plans under which common shares may be issued. Equity Compensation Plan Information as of April 25, 2020 Plan category Number of securities to be issued upon exercise of outstanding options (i) Weighted-average exercise price of outstanding options (ii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i)) (iii) Equity compensation plans approved by shareholders 1,437,572 (1) $ 28.76 5,252,501 (2) (1) Beginning April 29, 2018, all equity awards were issued under our 2017 Omnibus Incentive Plan. The total above reflects 597,499 of options issued under our 2017 Omnibus Incentive Plan in addition to 840,073 of options outstanding that were issued under our 2010 Omnibus Incentive Plan, which could no longer issue shares as of April 28, 2018. (2) This amount is the aggregate number of shares that is available for future issuance under our 2017 Omnibus Incentive Plan, which provides for awards of stock options, restricted stock, and performance awards (awards of our common stock based on achievement of pre-set goals over a performance period) to selected key employees and non-employee directors. We have performance awards outstanding under the plan that would further reduce the number of shares remaining available for future issuance under the plan by 666,159 shares, assuming the maximum performance targets were achieved. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. All information required to be reported under this item will be included in our proxy statement for our 2020 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. All information required to be reported under this item will be included in our proxy statement for our 2020 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. 80 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this report: (1) Financial Statements: Management's Report to Our Shareholders Report of Independent Registered Public Accounting Firm Consolidated Statement of Income for each of the three fiscal years ended April 25, 2020, April 27, 2019, and April 28, 2018 Consolidated Statement of Comprehensive Income for each of the three fiscal years ended April 25, 2020, April 27, 2019, and April 28, 2018 Consolidated Balance Sheet at April 25, 2020, and April 27, 2019 Consolidated Statement of Cash Flows for the fiscal years ended April 25, 2020, April 27, 2019, and April 28, 2018 Consolidated Statement of Changes in Equity for the fiscal years ended April 25, 2020, April 27, 2019, and April 28, 2018 Notes to Consolidated Financial Statements (2) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the fiscal years ended April 25, 2020, April 27, 2019, and April 28, 2018 Schedule II immediately follows Item 16. All other schedules are omitted because they are not applicable or not required because the required information is included in the financial statements or notes thereto. (3) Exhibits: The following exhibits are filed or furnished as part of this report: Exhibit Number Description (3.1) La-Z-Boy Incorporated Restated Articles of Incorporation (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 26, 1996) (3.2) La-Z-Boy Incorporated Amendment to Restated Articles of Incorporation effective August 21, 1998 (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 27, 2012) (3.3) La-Z-Boy Incorporated Amendment to Restated Articles of Incorporation effective August 22, 2008 (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 27, 2012) (3.4) La-Z-Boy Incorporated Amendment to Restated Articles of Incorporation effective August 24, 2012 (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 27, 2012) (3.5) La-Z-Boy Incorporated Amended and Restated Bylaws (as of May 3, 2011) (Incorporated by reference to an exhibit to Form 8-K filed May 6, 2011) (4.1) Second Amended and Restated Credit Agreement dated as of December 19, 2017, among La-Z-Boy Incorporated, certain of its subsidiaries, the lenders named therein, and Wells Fargo Capital Finance, LLC, as administrative agent for the lenders (Incorporated by reference to an exhibit to Form 8-K filed December 21, 2017) (4.2) Amendment Number One to Second Amended and Restated Credit Agreement dated as of December 13, 2019, among La-Z-Boy Incorporated, certain of its subsidiaries, the lenders named therein, and Wells Fargo Capital Finance, LLC, as administrative agent for the lenders (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended January 25, 2020) (4.3) Description of Securities (Incorporated by reference to an exhibit to Form 10-K for the year ended April 27, 2019) (10.1) * La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee Directors, amended and restated through August 12, 2003 (Incorporated by reference to an exhibit to Definitive Proxy Statement filed July 8, 2003) (10.2) * La-Z-Boy Incorporated Deferred Stock Unit Plan for Non-Employee Directors (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 25, 2008) 81 Table of Contents Exhibit Number Description (10.3) * Form of Change in Control Agreement in effect for: Kurt L. Darrow. Similar agreements are in effect for Melinda D. Whittington, Otis Sawyer, Darrell D. Edwards and Stephen K. Krull except the severance period in those agreements is 12 months rather than 24 months (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 25, 2015) (10.4) * Form of Indemnification Agreement (covering all directors, including employee-directors) (Incorporated by reference to an exhibit to Form 8-K, filed January 22, 2009) (10.5) * 2005 La-Z-Boy Incorporated Executive Deferred Compensation Plan, amended and restated as of November 18, 2008 (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 24, 2009) (10.6) * Amended and Restated La-Z-Boy Incorporated 2010 Omnibus Incentive Plan (Incorporated by reference to an annex to Definitive Proxy Statement filed July 9, 2013) (10.7) * La-Z-Boy Incorporated 2010 Omnibus Incentive Plan Sample Award Agreement (Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 23, 2010) (10.8) * La-Z-Boy Incorporated 2010 Omnibus Incentive Plan Revised Sample Award Agreement effective July 9, 2012 (Incorporated by reference to an exhibit to Form 8-K filed July 9, 2012) (10.9) * La-Z-Boy Incorporated Severance Plan for Named Executive Officers (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 24, 2010) (10.10) * La-Z-Boy Incorporated Performance Compensation Retirement Plan effective April 27, 2013 (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 27, 2013) (10.11) * 2014 Amendment to La-Z-Boy Incorporated Performance Compensation Retirement Plan (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 26, 2014) (10.12) * First 2014 Amendment to La-Z-Boy Incorporated Severance Plan for Named Executive Officers (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 25, 2015) (10.13) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan (Incorporated by reference to an annex to Definitive Proxy Statement filed July 18, 2017) (10.14) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Sample Award Agreement (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 27, 2019) (10.15) * Offer of Employment Letter between Melinda Whittington and La-Z-Boy Incorporated, dated May 17, 2018 (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 28, 2018) (10.16) * Relocation Agreement between Melinda Whittington and La-Z-Boy Incorporated, dated May 17, 2018 (Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 28, 2018) (21) List of subsidiaries of La-Z-Boy Incorporated (23) Consent of PricewaterhouseCoopers LLP (EDGAR filing only) (31.1) Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) (31.2) Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) (32) Certifications pursuant to 18 U.S.C. Section 1350 (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Label Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document (104) The cover page from the Company's Annual Report on Form 10-K for the year ended April 25, 2020, formatted in Inline XBRL (included in Exhibit 101) * Indicates a management contract or compensatory plan or arrangement under which a director or executive officer may receive benefits. ITEM 16. FORM 10-K SUMMARY. None. 82 Table of Contents LA-Z-BOY INCORPORATED SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Amounts in thousands) Additions Description Balance at Beginning of Year Acquisitions Charged/ (Credited) to Costs and Expenses Charged/ (Credited) to Other Accounts Deductions Balance at End of Year Allowance for doubtful accounts, deducted from accounts receivable: April 25, 2020 $ 2,180 $ — $ 13,263 (1) $ — $ ( 7,902 ) (2) $ 7,541 April 27, 2019 1,956 600 367 (1) — ( 743 ) (2) 2,180 April 28, 2018 2,563 — 261 (1) — ( 868 ) (2) 1,956 Allowance for deferred tax assets: April 25, 2020 $ 2,312 $ — $ 687 $ 2 (3) $ ( 864 ) (4) $ 2,137 April 27, 2019 1,224 — 740 506 (3) ( 158 ) (4) 2,312 April 28, 2018 1,786 — — ( 299 ) (3) ( 263 ) (4) 1,224 (1) Additions charged (credited) to costs and expenses includes the impact of foreign currency exchange gains (losses). (2) Deductions represented uncollectible accounts written off less recoveries of accounts receivable written off in prior years. (3) Represents impact of adjusting gross deferred tax assets. (4) Valuation allowance release. 83 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. DATE: June 23, 2020 LA-Z-BOY INCORPORATED BY /s/ KURT L. DARROW Kurt L. Darrow Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of June 23, 2020 , by the following persons on behalf of the registrant and in the capacities indicated. /s/ K.L. DARROW /s/ L.A. BARNES K.L. Darrow Chairman, President and Chief Executive Officer L.A. Barnes Vice President, Corporate Controller and Chief Accounting Officer /s/ S.M. GALLAGHER /s/ E.J. HOLMAN S.M. Gallagher Director E.J. Holman Director /s/ J.E. KERR /s/ M.T. LAWTON J.E. Kerr Director M.T. Lawton Director /s/ H.G. LEVY /s/ W.A. MCCOLLOUGH H.G. Levy Director W.A. McCollough Director /s/ R.L. O'GRADY /s/ L.B. PETERS R.L. O'Grady Director L.B. Peters Director /s/ N.R. QUBEIN /s/ M.D. WHITTINGTON N.R. Qubein Director M.D. Whittington Senior Vice President and Chief Financial Officer 84