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 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 71 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 2023 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 2023 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. All information required to be reported under this item will be included in our proxy statement for our 2023 Annual Meeting of Shareholders, and all of that information is incorporated into this item by reference. 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 2023 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. All information required to be reported under this item will be included in our proxy statement for our 2023 Annual Meeting of Shareholders, and all of that information is incorporated in this item by reference. PART IV ITEM 15. EXHIBITS AND 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 (PCAOB ID 238 ) Consolidated Statement of Income for each of the three fiscal years ended April 29, 2023, April 30, 2022, and April 24, 2021 Consolidated Statement of Comprehensive Income for each of the three fiscal years ended April 29, 2023, April 30, 2022, and April 24, 2021 Consolidated Balance Sheet at April 29, 2023, and April 30, 2022 Consolidated Statement of Cash Flows for the fiscal years ended April 29, 2023, April 30, 2022, and April 24, 2021 Consolidated Statement of Changes in Equity for the fiscal years ended April 29, 2023, April 30, 2022, and April 24, 2021 Notes to Consolidated Financial Statements 72 Table of Contents (2) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the fiscal years ended April 29, 2023, April 30, 2022, and April 24, 2021 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 Exhibit 3i 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 Exhibit 3.2 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 Exhibit 3.3 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 Exhibit 3.4 to Form 10-Q for the quarter ended October 27, 2012) (3.5) La-Z-Boy Incorporated Amended and Restated Bylaws effective August 30, 2022 (Incorporated by reference to Exhibit 3.1 Form 8-K filed August 31, 2022) (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 Exhibit 4.1 to Form 8-K filed October 15, 2021) (4.2) First Amendment to Credit Agreement dated as of December 20, 2022, among La-Z-Boy Incorporated, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended January 28, 2023) (4.3) Description of Securities (Incorporated by reference to Exhibit 4.2 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 Exhibit B 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 Exhibit 10.1 to Form 10-Q for the quarter ended October 25, 2008) (10.3) * Form of Change in Control Agreement in effect for: Melinda D. Whittington. Similar agreements are in effect for each of our other executive officers except the severance period in those agreements is 24 months rather than 36 months (10.4) * Form of Indemnification Agreement (covering all directors, including employee-directors) (Incorporated by reference to Exhibit 10.1 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 Exhibit 10.1 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 Annex A 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 Exhibit 10.2 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 Exhibit 10.1 to Form 8-K filed July 9, 2012) (10.9) * La-Z-Boy Incorporated Severance Plan for Executive Officers (10.10) * La-Z-Boy Incorporated Performance Compensation Retirement Plan effective April 27, 2013 (Incorporated by reference to Exhibit 10.16 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 Exhibit 10.16 to Form 10-K for the fiscal year ended April 26, 2014) (10.12) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan (Incorporated by reference to Annex A to Definitive Proxy Statement filed July 18, 2017) (10.13) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Sample Award Agreement (Incorporated by reference to Exhibit 10.14 to Form 10-K for the fiscal year ended April 27, 2019) 73 Table of Contents Exhibit Number Description (10.14) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Revised Sample Award Agreement effective June 22, 2020 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the fiscal quarter ended July 25, 2020) (10.15) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Revised Sample Award Agreement effective June 21, 2021 (Incorporated by reference to Exhibit 10.16 to Form 10-K for the fiscal year ended April 30, 2022) (10.16) * La-Z-Boy Incorporated 2017 Omnibus Incentive Plan Revised Sample Award Agreement effective June 28, 2022 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended July 30, 2022) (10.17) * La-Z-Boy Incorporated 2022 Omnibus Incentive Plan (Incorporated by reference to Appendix A to Definitive Proxy Statement filed July 20, 2022) (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 29, 2023, * 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. 74 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 29, 2023 $ 3,406 $ — $ 1,489 (1) $ — $ ( 119 ) (2) $ 4,776 April 30, 2022 4,011 51 ( 629 ) (1) — ( 27 ) (2) 3,406 April 24, 2021 7,541 — ( 3,319 ) (1) — ( 211 ) (2) 4,011 Allowance for deferred tax assets: April 29, 2023 $ 3,517 $ — $ 370 $ ( 419 ) (3) $ — $ 3,468 April 30, 2022 3,495 133 851 ( 962 ) (3) — 3,517 April 24, 2021 2,137 — 2,308 ( 950 ) (3) — 3,495 (1) Additions charged (credited) to costs and expenses includes the impact of foreign currency exchange gains (losses). (2) Deductions represent uncollectible accounts written off less recoveries of accounts receivable written off in prior years. (3) Represents impact of adjusting gross deferred tax assets. 75 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 20, 2023 LA-Z-BOY INCORPORATED BY /s/ MELINDA D. WHITTINGTON Melinda D. Whittington 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 20, 2023, by the following persons on behalf of the registrant and in the capacities indicated. /s/ M.T. LAWTON /s/ E.L. ALEXANDER M.T. Lawton Chairman of the Board E.L. Alexander Director /s/ S.M. GALLAGHER /s/ J.P. HACKETT S.M. Gallagher Director J.P. Hackett Director /s/ J.E. KERR /s/ M.S. LAVIGNE J.E. Kerr Director M.S. Lavigne Director /s/ R.G. LUCIAN /s/ W.A. MCCOLLOUGH R.G. Lucian Senior Vice President and Chief Financial Officer W.A. McCollough Director /s/ J.L. MCCURRY /s/ R.L. O'GRADY J.L. McCurry Vice President, Corporate Controller and Chief Accounting Officer R.L. O'Grady Director /s/ L.B. PETERS /s/ M.D. WHITTINGTON L.B. Peters Director M.D. Whittington President and Chief Executive Officer, Director 76