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Item 9A. Controls and Procedures

2025-06-17 compared with 2024-06-17 · 33 added, 15 removed, 115 unchanged (29% of the section changed)

12 unchanged sentences

On March 11, 2025 , Ms.

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).

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.

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 (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

Kerr’s Rule 10b5-1 Trading Plan, which has a term duration of approximately nine months, provides for the sale of up to 3,372 shares of common stock pursuant to the terms of the plan.

Other than as described above, during the quarter ended April 26, 2025, 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).

7 unchanged sentences

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.

It is also our policy that the Company will not trade in Company securities in violation of applicable securities laws or stock exchange listing standards.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Annual Report.

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item, which will be in our Proxy Statement under the captions “Securities Ownership” and “Compensation Matters – Proposal 4:

Approve the La-Z-Boy Incorporated 2024 Omnibus Incentive Plan,” is incorporated herein by reference.

The information required by this item, which will be in our Proxy Statement under the caption “Securities Ownership” is incorporated herein by reference.

The table below provides information concerning our compensation plans under which common shares may be issued.

Equity Compensation Plan Information as of April 26, 2025

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights

(i) Weighted-average exercise price of outstanding options

(ii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i))

Equity compensation plans approved by shareholders 2,099,790 (1) $ 29.91 (2) 2,717,757 (3)

(1) Beginning August 27, 2024, all equity awards were issued under the 2024 Omnibus Incentive Plan (the "2024 Plan").

The total in this column includes:

633,246 stock options (of which 613,151 stock options were issued under the 2017 Omnibus Incentive Plan (the "2017 Plan"), under which we could no longer issue shares as of August 30, 2022, and 20,095 stock options were issued under the 2010 Omnibus Incentive Plan (the "2010 Plan"), under which we could no longer issue shares as of April 28, 2018;

588,400 RSUs (of which 5,479 RSUs were outstanding under the 2024 Plan, 474,818 RSUs were outstanding under the 2022 Omnibus Incentive Plan (the "2022 Plan"), under which we could no longer issue shares as of August 27, 2024, and 108,103 RSUs were outstanding under the 2017 Plan);

and 878,144 unearned performance-based stock unit awards (of which 609,170 performance-based stock unit awards were outstanding under the 2022 Plan and 268,974 performance-based stock unit awards were outstanding under the 2017 Plan (assuming the maximum performance targets were achieved).

Outstanding non-employee director RSU awards under the 2024 Plan, the 2022 Plan, the 2017 Plan, and the 2010 Plan are excluded;

these awards are shown in the Security Ownership of Directors and Executive Officers table.

(2) Excludes RSU and performance-based stock unit awards settleable in shares from determination of weighted-average exercise price.

(3) This amount is the aggregate number of shares that is available for future issuance under our 2024 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

24 unchanged sentences

(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)

(3.5) La-Z-Boy Incorporated Amended and Restated Bylaws effective December 10, 2024 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed December 16, 2024)

(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)

1 unchanged sentence

(4.3) Description of Securities (Incorporated by reference to Exhibit 4.2 to Form 10-K for the year ended April 27, 2019)

Exhibit Number Description

(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)

3 unchanged sentences

(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)

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)

12 unchanged sentences

(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)

(19) Insider Trading Policy

(10.19) * La-Z-Boy Incorporated 2024 Omnibus Incentive Plan (Incorporated by reference to Appendix A to Definitive Proxy Statement filed July 17, 2024)

(10.20) * La-Z-Boy Incorporated 2024 Omnibus Incentive Plan Sample Award Agreement

(19) Insider Trading Policy (Incorporated by reference to Exhibit 19 to Form 10-K for the fiscal year ended April 27, 2024)

(21) List of subsidiaries of La-Z-Boy Incorporated

3 unchanged sentences

(32) Certifications pursuant to 18 U.S.C.

(97) Policy on Recoupment of Incentive Compensation

(97) Policy on Recoupment of Incentive Compensation (Incorporated by reference to Exhibit 97 to Form 10-K for the fiscal year ended April 27, 2024)

(101.INS) XBRL Instance Document

1 unchanged sentence

(101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit Number Description

(101.LAB) XBRL Taxonomy Extension Label Linkbase Document

8 unchanged sentences

Description Balance at

of Year Acquisitions Charged/

of Year Charged/

Expenses Charged/

14 unchanged sentences

BY /s/ MELINDA D.

President and Chief Executive Officer

Board Chair, 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 17, 2025, by the following persons on behalf of the registrant and in the capacities indicated.

LAWTON /s/ E.L.

Chairman of the Board

WHITTINGTON /s/ M.T.

Board Chair, President and Chief Executive Officer

Lead Director

ALEXANDER /s/ M.H.

GALLAGHER /s/ J.P.

HAIDER /s/ J.E.

LAVIGNE /s/ R.G.

LAVIGNE /s/ T.E.

Senior Vice President and Chief Financial Officer

1 unchanged sentence

Vice President, Corporate Controller and Chief Accounting Officer

PETERS /s/ M.D.

President and Chief Executive Officer, Director

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.

What changed 10-K

Item 9A. Controls and Procedures