Item 9A. Controls and Procedures
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 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Securities Trading Plans of Directors and Officers
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 (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
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 2025 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. 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.
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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.
ITEM 11. EXECUTIVE COMPENSATION.
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. 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.
ITEM 12. 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 caption “Securities Ownership” is incorporated herein by reference.
Equity Plans
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))
(iii)
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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.
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 26, 2025, April 27, 2024, and April 29, 2023
Consolidated Statement of Comprehensive Income for each of the three fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023
Consolidated Balance Sheet at April 26, 2025, and April 27, 2024
Consolidated Statement of Cash Flows for the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023
Consolidated Statement of Changes in Equity for the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
Schedule II—Valuation and Qualifying Accounts for the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023
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 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)
(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)
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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)
(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 (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)
(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 (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)
(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)
(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)
(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)
(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
(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
(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
(101.SCH) XBRL Taxonomy Extension Schema Document
(101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document
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Exhibit Number Description
(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 26, 2025, 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.
ITEM 16. FORM 10-K SUMMARY.
None.
LA-Z-BOY INCORPORATED
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands)
Additions
Description Balance at
Beginning
of Year 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 26, 2025 $ 5,076 $ 1,055 (1) $ — $ ( 1,089 ) (2) $ 5,042
April 27, 2024 4,776 391 (1) — ( 91 ) (2) 5,076
April 29, 2023 3,406 1,489 (1) — ( 119 ) (2) 4,776
Allowance for deferred tax assets:
April 26, 2025 $ 1,460 $ 2,681 $ ( 86 ) (3) $ — $ 4,055
April 27, 2024 3,468 79 ( 2,087 ) (3) — 1,460
April 29, 2023 3,517 370 ( 419 ) (3) — 3,468
(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.
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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 17, 2025 LA-Z-BOY INCORPORATED
BY /s/ MELINDA D. WHITTINGTON
Melinda D. Whittington
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.
/s/ M.D. WHITTINGTON /s/ M.T. LAWTON
M.D. Whittington
Board Chair, President and Chief Executive Officer
M.T. Lawton
Lead Director
/s/ E.L. ALEXANDER /s/ M.H. BAER
E.L. Alexander
Director
M.H. Baer
Director
/s/ S.M. GALLAGHER /s/ J.P. HACKETT
S.M. Gallagher
Director
J.P. Hackett
Director
/s/ R.S. HAIDER /s/ J.E. KERR
R.S. Haider
Director
J.E. Kerr
Director
/s/ M.S. LAVIGNE /s/ T.E. LUEBKE
M.S. LaVigne
Director
T.E. Luebke
Senior Vice President and Chief Financial Officer
/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
L.B. Peters
Director
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