Item 5. Other Information
ITEM 5. OTHER INFORMATION
On July 2, 2021, Kurt L. Darrow, the former President and Chief Executive Officer and current non-executive Chairman of the Board of Directors of the Company, adopted a pre-arranged stock trading plan in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Plan”). Under the Plan, up to 350,000 of the shares of the Company’s common stock held by Mr. Darrow may be sold in an orderly manner, subject to certain criteria in the Plan, including minimum price levels. Given his retirement as President and Chief Executive Officer following a lengthy career at the Company, the Plan will allow Mr. Darrow to diversify his investment portfolio over a period of time, while maintaining a significant position in the Company’s securities and continuing to be in compliance with Company’s stock ownership guidelines for non-employee directors.
In accordance with Rule 10b5-1, Mr. Darrow will have no discretion over sales or trades of any of the Company’s securities under the Plan, which is scheduled to terminate in January 2022.
The transactions under the Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission.
The Company does not undertake to report other Rule 10b5-1 trading plans that may be adopted by any officers, directors, or other shareholders in the future, or to report any modifications or terminations of any publicly announced trading plan, including Mr. Darrow's Plan.
28
Table of Contents
ITEM 6. EXHIBITS
Exhibit
Number Description
(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 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 July 24, 2021, formatted in Inline XBRL (included in Exhibit 101)
29
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: August 17, 2021
BY: /s/ Jennifer L. McCurry
Jennifer L. McCurry
Vice President, Corporate Controller and Chief Accounting Officer
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.