LA-Z-BOY INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Our board of directors has authorized the purchase of company stock. During the fourth quarter of fiscal 2019, pursuant to the existing board authorization, we adopted a plan to purchase company stock pursuant to 10b5-1 of the Securities Exchange Act of 1934. The plan was effective December 14, 2020. Under this plan, our broker has the authority to purchase company shares on our behalf, subject to SEC regulations and the price, market volume and timing constraints specified in the plan. The plan expires at the close of business on March 19, 2021. We spent $0.9 million in the third quarter of fiscal 2021 to purchase less than 0.1 million shares. As of January 23, 2021, 4.5 million shares remained available for purchase pursuant to this authorization. With the cash flows we anticipate generating in fiscal 2021, we expect to continue being opportunistic in purchasing company stock. The following table summarizes our purchases of company stock during the quarter ended January 23, 2021: (Unaudited, amounts in thousands, except per share data) Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plan (2) Maximum number of shares that may yet be purchased under the plan Fiscal November (October 25– November 28, 2020) — $ 36.07 — 4,524 Fiscal December (November 29 – December 26, 2020) 8 $ 39.48 8 4,516 Fiscal January (December 27 – January 23, 2021) 15 $ 39.89 14 4,502 Fiscal Third Quarter of 2021 23 $ 39.74 22 4,502 (1) In addition to the 22,050 shares we purchased during the quarter as part of our publicly announced, board-authorized plan described above, this column includes 710 shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares. (2) On October 28, 1987, our board of directors announced the authorization of the plan to repurchase company stock. The plan originally authorized 1.0 million shares, and since October 1987, 27.0 million shares have been added to the plan for repurchase. The authorization has no expiration date. ITEM 6. EXHIBITS Exhibit Number Description (31.1) Certifications of Chief Executive Officer pursuant to Rule 13a14(a) (31.2) Certifications of Chief Financial Officer pursuant to Rule 13a14(a) (32) Certifications of Executive Officers pursuant to 18 U.S.C. Section 1350(b) (101.INS) Inline XBRL Instance Document (101.SCH) Inline XBRL Taxonomy Extension Schema Document (101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document (101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document (104) The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2021, formatted in Inline XBRL (included in Exhibit 101) 33 Table of Contents 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: February 16, 2021 BY:/s/Lindsay A. Barnes Lindsay A. Barnes Vice President, Corporate Controller, Chief Accounting Officer and Treasurer 34