10 unchanged sentences
OTHER INFORMATION.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
6 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: 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 2021 Annual Meeting of Shareholders, and is incorporated into this item by reference.
−Removed: The table below provides information concerning our compensation plans under which common shares may be issued.
−Removed: Equity Compensation Plan Information as of April 24, 2021
−Removed: Plan category Number of securities to be issued upon exercise of outstanding options
−Removed: (i) Weighted-average exercise price of outstanding options
−Removed: (ii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i))
−Removed: Equity compensation plans approved by shareholders 1,341,830 (1) $ 29.05 4,934,703 (2)
−Removed: (1) Beginning April 29, 2018, all equity awards were issued under our 2017 Omnibus Incentive Plan.
−Removed: The total above reflects 915,297 of options issued under our 2017 Omnibus Incentive Plan in addition to 484,551 of options outstanding that were issued under our 2010 Omnibus Incentive Plan, which could no longer issue shares as of April 28, 2018.
−Removed: (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.
−Removed: 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 1,029,601 shares, assuming the maximum performance targets were achieved.
+Added: All information required to be reported under this item will be included in our proxy statement for our 2022 Annual Meeting of Shareholders, and all of that information is incorporated into this item by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
6 unchanged sentences
Management's Report to Our Shareholders
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
Consolidated Statement of Income for each of the three fiscal years ended April 30, 2022, April 24, 2021, and April 25, 2020
16 unchanged sentences
(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)
−Removed: (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)
−Removed: (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)
+Added: (4.1) Credit Agreement dated as of October 15, 2021, among La-Z-Boy Incorporated, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to an exhibit to Form 8-K filed October 15, 2021 )
(4.2) Description of Securities (Incorporated by reference to an exhibit to Form 10-K for the year ended April 27, 2019)
1 unchanged sentence
(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)
−Removed: Exhibit Number Description
(10.3) * Form of Change in Control Agreement in effect for:
10 unchanged sentences
(10.13) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan (Incorporated by reference to an annex to Definitive Proxy Statement filed July 18, 2017)
+Added: Exhibit Number Description
(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) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Revised Sample Award Agreement effective June 22, 2020 (Incorporated by reference to an exhibit to Form 10-Q for the fiscal quarter ended July 25, 2020)
−Removed: (10.16) * Transition Agreement between Kurt L.
−Removed: Darrow and La-Z-Boy Incorporated, dated February 10 , 2021
+Added: (10.16) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan R evised Sample Award A greement effective June 21, 2021
(21) List of subsidiaries of La-Z-Boy Incorporated
36 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of June 21, 2022, by the following persons on behalf of the registrant and in the capacities indicated.
−Removed: DARROW /s/ S.M.
+Added: LAWTON /s/ E.L.
Chairman of the Board
−Removed: HACKETT /s/ J.E.
−Removed: LAWTON /s/ H.G.
+Added: GALLAGHER /s/ J.P.
+Added: KERR /s/ H.G.
LUCIAN /s/ W.A.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.