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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/18/19 La-Z-Boy Inc 10-K 4/27/19 114:14M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.17M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 45K
3: EX-10.14 Material Contract HTML 62K
4: EX-21 Subsidiaries List HTML 36K
5: EX-23 Consent of Experts or Counsel HTML 29K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
8: EX-32 Certification -- §906 - SOA'02 HTML 32K
15: R1 Document and Entity Information HTML 63K
16: R2 Consolidated Statement of Income HTML 89K
17: R3 Consolidated Statement of Comprehensive Income HTML 65K
18: R4 Consolidated Balance Sheet HTML 118K
19: R5 Consolidated Balance Sheet (Parenthetical) HTML 45K
20: R6 Consolidated Statement of Cash Flows HTML 127K
21: R7 Consolidated Statement of Changes in Equity HTML 76K
22: R8 Consolidated Statement of Changes in Equity HTML 33K
(Parenthetical)
23: R9 Accounting Policies HTML 117K
24: R10 Acquisitions HTML 113K
25: R11 Restricted Cash HTML 44K
26: R12 Inventories HTML 50K
27: R13 Property, Plant and Equipment HTML 90K
28: R14 Goodwill and Other Intangible Assets HTML 171K
29: R15 Investments HTML 140K
30: R16 Accrued Expenses and Other Current Liabilities HTML 51K
31: R17 Debt HTML 47K
32: R18 Operating Leases HTML 74K
33: R19 Employee Benefits HTML 84K
34: R20 Product Warranties HTML 51K
35: R21 Contingencies and Commitments HTML 33K
36: R22 Stock-Based Compensation HTML 211K
37: R23 Accumulated Other Comprehensive Loss HTML 176K
38: R24 Revenue Recognition HTML 106K
39: R25 Segment Information HTML 270K
40: R26 Income Taxes HTML 265K
41: R27 Earnings per Share HTML 81K
42: R28 Fair Value Measurements HTML 129K
43: R29 Schedule Ii Valuation and Qualifying Accounts HTML 130K
44: R30 Accounting Policies (Policies) HTML 204K
45: R31 Acquisitions (Tables) HTML 104K
46: R32 Restricted Cash (Tables) HTML 43K
47: R33 Inventories (Tables) HTML 51K
48: R34 Property, Plant and Equipment (Tables) HTML 90K
49: R35 Goodwill and Other Intangible Assets (Tables) HTML 243K
50: R36 Investments (Tables) HTML 140K
51: R37 Accrued Expenses and Other Current Liabilities HTML 49K
(Tables)
52: R38 Debt (Tables) HTML 47K
53: R39 Operating Leases (Tables) HTML 74K
54: R40 Employee Benefits (Tables) HTML 75K
55: R41 Product Warranties (Tables) HTML 48K
56: R42 Stock-Based Compensation (Tables) HTML 205K
57: R43 Accumulated Other Comprehensive Loss (Tables) HTML 176K
58: R44 Revenue Recognition (Tables) HTML 99K
59: R45 Segment Information (Tables) HTML 275K
60: R46 Income Taxes (Tables) HTML 271K
61: R47 Earnings per Share (Tables) HTML 78K
62: R48 Fair Value Measurements (Tables) HTML 128K
63: R49 Accounting Policies - Fiscal Year (Details) HTML 31K
64: R50 Accounting Policies - Variable Interest Entities HTML 34K
(Details)
65: R51 Accounting Policies - Inventories (Details) HTML 30K
66: R52 Accounting Policies - Property, Plant and HTML 35K
Equipment (Details)
67: R53 Accounting Policies - Goodwill (Details) HTML 33K
68: R54 Accounting Policies - Amortizable Intangible HTML 36K
Assets (Details)
69: R55 Accounting Policies - Other Various Policies HTML 49K
(Details)
70: R56 Accounting Policies - Recent Accounting HTML 51K
Pronouncements (Details)
71: R57 Acquisitions - Retail Segment (Details) HTML 90K
72: R58 Acquisitions - Corporate and Other (Details) HTML 109K
73: R59 Restricted Cash (Details) HTML 41K
74: R60 Inventories (Details) HTML 43K
75: R61 Property, Plant and Equipment (Details) HTML 78K
76: R62 Goodwill and Other Intangible Assets - Goodwill HTML 62K
Roll-forward (Details)
77: R63 Goodwill and Other Intangible Assets - Intangible HTML 57K
Assets (Details)
78: R64 Investments - Other Investments (Details) HTML 32K
79: R65 Investments - Components (Details) HTML 49K
80: R66 Investments - Unrealized Gains and Losses and Fair HTML 43K
Value (Details)
81: R67 Investments - Sales and Maturities (Details) HTML 47K
82: R68 Accrued Expenses and Other Current Liabilities HTML 46K
(Details)
83: R69 Debt (Details) HTML 63K
84: R70 Operating Leases (Details) HTML 78K
85: R71 Employee Benefits - Deferred Compensation HTML 63K
(Details)
86: R72 Employee Benefits - Non-qualified Plan (Details) HTML 51K
87: R73 Employee Benefits - Net Periodic Pension Cost and HTML 59K
Retirement Costs (Details)
88: R74 Employee Benefits - Employee Vacation Policy HTML 35K
Changes (Details)
89: R75 Product Warranties (Details) HTML 57K
90: R76 Stock-Based Compensation - Plans and Expense HTML 43K
(Details)
91: R77 Stock-Based Compensation - Stock Options (Details) HTML 126K
92: R78 Stock-Based Compensation - SARs (Details) HTML 51K
93: R79 Stock-Based Compensation - Restricted Stock and HTML 85K
RSUs (Details)
94: R80 Stock-Based Compensation - Performance Awards HTML 104K
(Details)
95: R81 Stock Based Compensation - Previously Granted HTML 48K
Deferred Stock (Details)
96: R82 Accumulated Other Comprehensive Loss (Details) HTML 97K
97: R83 Revenue Recognition - Disaggregation (Details) HTML 77K
98: R84 Revenue Recognition - Additional Information HTML 39K
(Details)
99: R85 Segment Information - Reportable and Operating HTML 42K
Segments (Details)
100: R86 Segment Information - Income Statement Information HTML 85K
(Details)
101: R87 Segment Information - Geographic Information HTML 49K
(Details)
102: R88 Income Taxes (Details) HTML 177K
103: R89 Income Taxes - Valuation Allowance (Details) HTML 41K
104: R90 Income Taxes - Unrecognized Tax Benefits (Details) HTML 58K
105: R91 Earnings per Share - Reconciliation (Details) HTML 61K
106: R92 Earnings per Share - Antidilutive Securities HTML 35K
(Details)
107: R93 Fair Value Measurements - Hierarchy and Transfers HTML 71K
(Details)
108: R94 Fair Value Measurements - Level 3 Investments HTML 42K
(Details)
109: R95 Fair Value Measurements - Level 3 Reconciliation HTML 47K
(Details)
110: R96 Fair Value Measurements - Net Asset Value HTML 32K
(Details)
111: R97 Schedule Ii Valuation and Qualifying Accounts HTML 49K
(Details)
113: XML IDEA XML File -- Filing Summary XML 204K
112: EXCEL IDEA Workbook of Financial Reports XLSX 131K
9: EX-101.INS XBRL Instance -- lzb-20190427 XML 5.11M
11: EX-101.CAL XBRL Calculations -- lzb-20190427_cal XML 270K
12: EX-101.DEF XBRL Definitions -- lzb-20190427_def XML 867K
13: EX-101.LAB XBRL Labels -- lzb-20190427_lab XML 2.08M
14: EX-101.PRE XBRL Presentations -- lzb-20190427_pre XML 1.52M
10: EX-101.SCH XBRL Schema -- lzb-20190427 XSD 235K
114: ZIP XBRL Zipped Folder -- 0001047469-19-003700-xbrl Zip 288K
DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following is a brief description of the common stock, $1.00 par value per share (the “Common Stock”), of La-Z-Boy Incorporated (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Description of Common Stock
General
The following descriptions of our Common Stock and of certain provisions of Michigan law do not purport to be complete and are subject to and qualified in their entirety by reference to our (i) restated articles of incorporation, as subsequently amended (the “Restated Articles of Incorporation” or “Restated Articles”), (ii) our amended and restated bylaws, and (iii) the Michigan Business Corporation Act (“MBCA”). Copies of our restated articles of incorporation and the three subsequent amendments to such restated articles of incorporation have been filed with the Securities and Exchange Commission (the “SEC”) as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to our Annual Report on Form 10-K. A copy of our amended and restated bylaws have been filed with the SEC as Exhibit 3.5 to our Annual Report on Form 10-K.
Our common stock is listed on the New York Stock Exchange under the symbol “LZB.” The transfer agent for the Common Stock is American Stock Transfer & Trust Company.
Authorized Capital Stock
Under our Restated Articles of Incorporation, the Company is currently authorized to issue up to 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, no par value. As of June 11, 2019, we had 46,638,907 shares of Common Stock issued and outstanding, and no shares of preferred stock issued.
Common Stock
Dividend Rights. Subject to the dividend rights of the holders of any outstanding preferred stock, the holders of shares of Common Stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as our board of directors may from time to time declare.
Rights Upon Liquidation. Upon liquidation, dissolution, distribution of assets or winding up of the Company, the holders of shares of Common Stock are entitled to share ratably in our remaining assets of whatever kind available for distribution to shareholders, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of outstanding preferred stock.
Conversion and Preemptive Rights. Holders of shares of our Common Stock have no conversion, preemptive or similar rights.
Voting Rights. Each outstanding share of Common Stock is entitled to one vote on all matters voted upon by the shareholders. Our Restated Articles of Incorporation do not provide for cumulative voting in the election of directors.
Limitations on Rights of Holders of Common Stock - Preferred Stock
The rights of holders of shares of Common Stock may be materially limited or qualified by the rights of holders of preferred stock that we may issue in the future. Set forth below is a description of the Company’s authority to issue preferred stock and the possible terms of that stock.
Our Restated Articles of Incorporation authorize our Board of Directors, without further shareholder action, to provide for the issuance of up to 5,000,000 shares of preferred stock, in one or more series, and to fix the designations, relative rights, preferences and limitations, including the dividend rate, redemption and sinking fund provisions, liquidation preferences, conversion rights, and voting rights of each of these series. We may amend from time to time our Restated Articles of Incorporation to increase the number of authorized shares of preferred stock.
The particular terms of any series of preferred stock that we offer may include: (i) the designation and liquidation preference per share of the preferred stock and the number of shares comprising such series; (ii) the dividend rate, the dates on which dividends will be payable, whether dividends shall be cumulative and, if so, the date from which dividends will begin to accumulate; (iii) any redemption or sinking fund provisions of the preferred stock; (iv) any conversion or exchange provisions of the preferred stock; (v) the voting rights, if any, of the preferred stock; and (vi) any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions of the preferred stock.
Limitation of Liability
Our Restated Articles provide that, to the full extent authorized or permitted by the MBCA, directors of the Company will not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director.
Certain Statutory, Restated Article and Amended and Restated Bylaw Provisions Affecting Shareholders
Certain provisions in our Restated Articles and amended and restated bylaws and the MBCA may have the effect of delaying, deferring or preventing a change of control of the Company or may operate only with respect to extraordinary corporate transactions involving the Company.
Business Combination Act
We are subject to the provisions of Chapter 7A of the MBCA, which provides that business combinations between a Michigan corporation and a beneficial owner of shares entitled to 10% or more of the voting power of such corporation generally require the affirmative vote of 90% of the votes of each class of stock entitled to vote and not less than two-thirds of each class of stock entitled to vote (excluding voting shares owned by such 10% owner). Chapter 7A defines a “business combination” to encompass any merger, consolidation, share exchange, sale of assets, stock issue, liquidation, or reclassification of securities involving an interested shareholder or certain affiliates. An “interested shareholder” is generally any person who owns 10% or more of the voting shares of the corporation. An “affiliate” is a person who directly or indirectly controls, is controlled by, or is under common control with, a specified person. Such requirements do not apply if the transaction satisfies fairness standards, other specified conditions are met and the interested shareholder has been such for at least five years.
Restated Article and Amended and Restated Bylaw Provisions
Our Restated Articles and amended and restated bylaws include a number of provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts. These provisions include an advance notice requirement for director nominations and actions to be taken at annual meetings of shareholders, the requirements for shareholders to call a special meeting of the shareholders and the availability of authorized but unissued blank check preferred stock.
Advance Notice Requirement
Our amended and restated bylaws set forth advance notice procedures with regard to shareholder nomination of persons for election to the Board of Directors or other business to be considered at meetings of shareholders. These procedures provide that notice of such shareholder proposals must be timely given in writing to the secretary of the Company prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be delivered to the secretary at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the meeting. The advance notice requirement does not give the Board of Directors any power to approve or disapprove shareholder director nominations or proposals but may have the effect of precluding the consideration of certain business at a meeting if the proper notice procedures are not followed.
Special Meetings of Shareholders
Under our amended and restated bylaws, special meetings of shareholders may be called by the chairman of our Board of Directors, our president or by the Board of Directors. It shall also be their duty to call a special meeting whenever requested to do so in writing by shareholders owning, in the aggregate, at least seventy-five percent (75%) of the entire capital stock of the Company entitled to vote at such special meeting.
Blank Check Preferred Stock
Our preferred stock could be deemed to have an anti-takeover effect in that, if a hostile takeover situation should arise, shares of preferred stock could be issued to purchasers sympathetic with our management or others in such a way as to render more difficult or to discourage a merger, tender offer, proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management.
The effects of the issuance of one or more series of the preferred stock on the holders of our common stock could include:
· reduction of the amount otherwise available for payments of dividends on Common Stock if dividends are payable on the series of preferred stock;
· restrictions on dividends on our Common Stock if dividends on the series of preferred stock are in arrears;
· dilution of the voting power of our Common Stock if the series of preferred stock has voting rights, including a possible “veto” power if the series of preferred stock has class voting rights;
· dilution of the equity interest of holders of our Common Stock if the series of preferred stock is convertible, and is converted, into our Common Stock; and
· restrictions on the rights of holders of our Common Stock to share in our assets upon liquidation until satisfaction of any liquidation preference granted to the holders of the series of preferred stock.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/18/19 | 8-K | ||
| 6/11/19 | ||||
| For Period end: | 4/27/19 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/20/23 La-Z-Boy Inc. 10-K 4/29/23 113:12M 8/31/22 La-Z-Boy Inc. S-8 8/31/22 5:425K Sidley Austin LLP/FA 6/21/22 La-Z-Boy Inc. 10-K 4/30/22 113:14M 6/15/21 La-Z-Boy Inc. 10-K 4/24/21 114:14M |