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OTHER INFORMATION.
+Added: Securities Trading Plans of Directors and Officers
+Added: On March 22, 2024 , Ms.
+Added: Janet Kerr , a member of the Company’s Board of Directors , adopted a trading arrangement for the sale of securities of the Company’s common stock (a the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).
+Added: Kerr’s Rule 10b5-1 Trading Plan, which has a term duration of six months , provides for the sale of up to 3,890 shares of common stock pursuant to the terms of the plan.
+Added: Other than as described above, during the quarter ended April 27, 2024, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
+Added: The information required by this item appearing under the section captioned “Information About Our Executive Officers” in Part I of this Annual Report and the information that will be in our proxy statement for our 2024 Annual Meeting of Shareholders (“Proxy Statement”) under the caption “Board and Corporate Governance Matters” is incorporated herein by reference.
We have adopted a Code of Business Conduct, which applies to all of our officers, directors, and employees.
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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.
−Removed: 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.
+Added: We have also adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.
+Added: A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Annual Report.
EXECUTIVE COMPENSATION.
−Removed: 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.
+Added: The information required by this item, which will be in our Proxy Statement under the captions “Board and Corporate Governance Matters – Director Compensation,” “Compensation Matters – Compensation Discussion and Analysis,” “Compensation Matters – Executive Compensation Tables,” “Compensation Matters – CEO Pay Ratio,” “Compensation Matters – Pay versus Performance,” and “Compensation Matters – Compensation and Talent Oversight Committee Report,” is incorporated herein by reference.
+Added: The information contained in “Compensation Matters – Compensation and Talent Oversight Committee Report” shall not be deemed to be “filed” with the SEC or subject to the liabilities of the Exchange Act, except to the extent that the Company specifically incorporates such information into a document filed under the Securities Act or the Exchange Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: 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.
+Added: The information required by this item, which will be in our Proxy Statement under the captions “Securities Ownership” and “Compensation Matters – Proposal 4:
+Added: Approve the La-Z-Boy Incorporated 2024 Omnibus Incentive Plan,” is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: 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.
+Added: The information required to be reported under this item, which will be included in our Proxy Statement under the captions “Board and Corporate Governance Matters – Corporate Governance – Director Independence” and “Board and Corporate Governance Matters – Corporate Governance – Related Person Transactions,” is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
−Removed: 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.
+Added: The information required to be reported under this item, which will be included in our Proxy Statement under the captions “Audit Matters – Audit and Other Fees” and “Audit Matters – Pre-Approval Policy and Procedures,” is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(10.3) * Form of Change in Control Agreement in effect for:
−Removed: 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
+Added: 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 (Incorporated by reference to Exhibit 10.3 for Form 10-K for the fiscal year ended April 29, 2023)
(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)
+Added: Exhibit Number Description
(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)
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(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)
−Removed: (10.9) * La-Z-Boy Incorporated Severance Plan for Executive Officers
+Added: (10.9) * La-Z-Boy Incorporated Severance Plan for Executive Officers (Incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended April 29, 2023)
(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)
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(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)
−Removed: 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)
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(10.17) * La-Z-Boy Incorporated 2022 Omnibus Incentive Plan (Incorporated by reference to Appendix A to Definitive Proxy Statement filed July 20, 2022)
+Added: (10.18) * La-Z-Boy Incorporated 2022 Omnibus Incentive Plan Sample Award Agreement effective June 26, 2023 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended July 29, 2023)
+Added: (19) Insider Trading Policy
(21) List of subsidiaries of La-Z-Boy Incorporated
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(32) Certifications pursuant to 18 U.S.C.
+Added: (97) Policy on Recoupment of Incentive Compensation
(101.INS) XBRL Instance Document
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(101.DEF) XBRL Taxonomy Extension Definition Linkbase Document
−Removed: (104) The cover page from the Company's Annual Report on Form 10-K for the year ended April 29, 2023,
+Added: (104) The cover page from the Company's Annual Report on Form 10-K for the year ended April 27, 2024, 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.
26 unchanged sentences
GALLAGHER /s/ J.P.
−Removed: KERR /s/ M.S.
−Removed: LUCIAN /s/ W.A.
+Added: HAIDER /s/ J.E.
+Added: LAVIGNE /s/ R.G.
Senior Vice President and Chief Financial Officer
4 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.