Culp, Inc. Files 8-K: New Incentive Plan and Director Elections

TL;DR

Culp Inc. just dropped an 8-K: new stock incentive plan and board changes filed 9/25.

AI Summary

On September 25, 2024, Culp, Inc. filed an 8-K report detailing several key events. The company announced the adoption of a new stock incentive plan, the Culp, Inc. 2024 Omnibus Incentive Plan, and the election of new directors to its Board. Additionally, the filing includes financial statements and exhibits related to these corporate actions.

Why It Matters

This filing indicates significant corporate governance changes and a new incentive structure, which could impact future executive compensation and shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and the adoption of an incentive plan, which are standard disclosures and do not immediately suggest significant financial or operational risks.

Key Players & Entities

• Culp, Inc. (company) — Registrant
• Culp, Inc. 2024 Omnibus Incentive Plan (company) — New stock incentive plan
• North Carolina (company) — State of Incorporation

FAQ

Key Financial Figures

• $0.05 — ch registered Common stock, par value $0.05 per share CULP The New York Stock E

Filing Documents

• culp-20240925.htm (8-K) — 78KB
• culp-ex3_1.htm (EX-3.1) — 244KB
• 0000950170-24-109762.txt ( ) — 470KB
• culp-20240925.xsd (EX-101.SCH) — 24KB
• culp-20240925_htm.xml (XML) — 5KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 26, 2024, the Board of Directors (the "Board") of Culp, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws, as amended (the "A&R Bylaws"), in connection with the Securities and Exchange Commission rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding universal proxy cards, and a periodic review of corporate governance matters. The A&R Bylaws, among other things: Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules"), including requiring: (a) the shareholder's nomination notice to include a representation that it intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; (b) the shareholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the shareholder meeting; and (c) the shareholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board. (Article 2, Sections 2.16, 2.17, and 2.18) Move the deadline of shareholder's advance notice from not less than sixty (60) days nor more than ninety (90) days prior to an annual meeting of shareholders to not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the one-year anniversary of the preceding year's annual meeting of shareholders to align with such deadline as prescribed by similarly situated public companies. (Article 2, Sections 2.15 and 2.16) Enhance the informational and procedural requirements in connection with shareholder proposals and shareholder director nominations, including: (a) requiring additional information about the shareholder making the director nomination or proposal; (b) requiring additional information about the shareholder proposed business and/or director nominee; and (c) providing

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 25, 2024, Culp, Inc. (the "Company") held its annual meeting of shareholders. At the meeting, the Company's shareholders: (i) elected each of the seven persons listed below under Proposal 1 to serve as a director of the Company until the 2025 annual meeting, or until their successors are elected and qualified; (ii) ratified the appointment of Grant Thornton LLP as the independent auditors of the Company for fiscal 2025; and (iii) voted for a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers (a "Say-on-Pay" vote). The following information sets forth the results of the voting at the annual meeting: Proposal 1: To elect seven directors to serve until the 2025 annual meeting of shareholders, or until their successors are elected and qualified Director Nominee Shares Voted For Shares Withheld Broker Non-Votes John A. Baugh 7,737,896 1,659,860 1,353,162 Robert G. Culp, IV 7,768,950 1,628,806 1,353,162 Sharon A. Decker 7,721,523 1,676,233 1,353,162 Kimberly B. Gatling 7,709,311 1,688,445 1,353,162 Fred A. Jackson 7,733,830 1,633,926 1,353,162 Alexander B. Jones 9,350,348 47,408 1,353,162 Franklin N. Saxon 7,117,527 2,280,229 1,353,162 Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company's independent auditors for fiscal 2025 For Against Abstain Broker Non-Votes 10,730,032 11,714 9,172 — Proposal 3: Advisory vote on the Company's named executive officers' compensation as disclosed in the 2024 Proxy Statement (Say-on-Pay) For Against Abstain Broker Non-Votes 7,728,065 1,643,369 26,322 1,353,162

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) - Exhibits EXHIBIT INDEX Exhibit Number Exhibit 3.1 Amended and Restated Bylaws of Culp, Inc., effective as of September 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CULP, INC. Date: September 27, 2024 By: /s/ Kenneth R. Bowling Kenneth R. Bowling Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR