La-Z-Boy Inc 2024年度报告

Washington, D.C. 20549 FORM10-K Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or forsuch shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of thischapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-acceleratedfiler☐Smallerreportingcompany☐Emerginggrowthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ Based on the closing sales price as reported on the New York Stock Exchange on October25, 2024, the aggregate market value of the registrant's common stock held by non-affiliates of theregistrant on that date was approximately $1,628million. The number of shares of common stock, $1.00 par value, of the registrant outstanding as of June10, 2025 was40,880,790. DOCUMENTS INCORPORATED BY REFERENCE: (1)Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation14A for its 2025 Annual Meeting ofShareholders are incorporated by reference into PartIII of this Form10-K. LA-Z-BOY INCORPORATEDANNUAL REPORT ON FORM 10-K FOR FISCAL 2025 TABLE OF CONTENTS PageNumber(s)Cautionary Note Regarding Forward-Looking Statements3PART IItem1Business4Item1A Risk Factors11Item1B Unresolved Staff Comments17Item 1CCybersecurity18Item2Properties19Item3Legal Proceedings19Item4Mine Safety Disclosures19Information About Our Executive Officers19PART IIItem5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21Item6Reserved22Item7Management's Discussion and Analysis of Financial Condition and Results of Operations22Item7A Quantitative and Qualitative Disclosures About Market Risk31Item8Financial Statements and Supplementary Data33Item9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71Item9A Controls and Procedures71Item9B Other Information71Item9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections71PART IIIItem10Directors, Executive Officers, and Corporate Governance71Item11Executive Compensation72Item12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters72Item13Certain Relationships and Related Transactions, and Director Independence72Item14Principal Accountant Fees and Services72PART IVItem15Exhibits and Financial Statement Schedules73Item16Form10-K Summary75 Table of Contents Cautionary Note Regarding Forward-Looking Statements In this Annual Report on Form 10-K ("Annual Report"), La-Z-Boy Incorporated and its subsidiaries (individually and collectively, "we," "our,""us," "La-Z-Boy" or the "Company") make "forward-looking" statements within the meaning of the Priva