Summary of LA-Z-BOY INC - Yahoo! Finance

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Our annual meeting of shareholders was held on August 22, 2012.

(b) There were 53,037,331 shares eligible to vote, and 48,230,764 shares, or 90.93% of the outstanding shares were voted in person or by proxy at the meeting. The final results of the voting on the proposals submitted to a vote of the shareholders are set out below:

Proposal 1. Election of Directors.

The following individuals were elected to serve as directors for terms expiring
in 2013:

                                      Shares
                                      Voted          Shares         Broker
                                       For          Withheld       Non-Votes
            Kurt L. Darrow           44,207,252       317,883       3,705,629
            John H. Foss             44,153,111       372,024       3,705,629
            Janet E. Kerr            44,349,651       175,484       3,705,629
            H. George Levy, M.D.     44,047,193       477,942       3,705,629
            W. Alan McCollough       44,283,878       241,257       3,705,629
            Nido R. Qubein           44,248,597       276,538       3,705,629

Proposal 2. Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for our fiscal year 2013:

                       Shares voted For         47,777,670
                       Shares voted Against        383,436
                       Shares abstained             69,658

Proposal 3. Advisory vote on executive compensation:

                       Shares voted For         43,141,801
                       Shares voted Against      1,257,076
                       Shares abstained            126,258
                       Broker non-votes          3,705,629

Proposal 4. Approve amending articles of incorporation eliminating the right to reorganize under state statute:

                       Shares voted For         43,595,287
                       Shares voted Against        787,898
                       Shares abstained            141,950
                       Broker non-votes          3,705,629