22NW Fund Ups Culp Stake to 5.1%

TL;DR

22NW Fund now owns 5.1% of CULP, filed 6/18/24.

AI Summary

On June 18, 2024, 22NW Fund, LP filed an amendment to its Schedule 13D, disclosing a change in its beneficial ownership of Culp, Inc. The filing indicates that 22NW Fund, LP now holds 1,070,000 shares of Culp, Inc. common stock, representing approximately 5.1% of the outstanding shares. This filing is an amendment to a previous filing made on May 23, 2024.

Why It Matters

This filing signals increased interest from an activist investor in Culp, Inc., potentially leading to changes in company strategy or management.

Risk Assessment

Risk Level: medium — Increased stake by an activist investor can lead to uncertainty and potential strategic shifts for the company.

Key Numbers

• 1,070,000 — Shares Owned (Represents beneficial ownership by 22NW Fund, LP)
• 5.1% — Ownership Stake (Percentage of Culp, Inc. common stock held)

Key Players & Entities

• 22NW Fund, LP (company) — Filing entity
• Culp, Inc. (company) — Subject company
• 1,070,000 (dollar_amount) — Number of shares owned
• 5.1% (dollar_amount) — Percentage of shares owned
• June 18, 2024 (date) — Filing date
• May 23, 2024 (date) — Previous filing date
• Aron R. English (person) — Authorized representative

FAQ

Key Financial Figures

• $0.05 — ame of Issuer) Common Stock, par value $0.05 per share (Title of Class of Securiti

Filing Documents

• sc13da110680017_06182024.htm (SC 13D/A) — 198KB
• 0000921895-24-001438.txt ( ) — 200KB

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add

Item 4 is hereby amended to add the following: On June 17, 2024, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer pursuant to which, among other things, the Issuer immediately (i) increased the size of the board of directors of the Issuer (the “Board”) from eight to nine directors and (ii) appointed Alexander B. Jones to fill the resulting vacancy. Pursuant to the Cooperation Agreement, the Board also agreed to nominate Mr. Jones to stand for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”) for a term expiring at the Issuer’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The Issuer also agreed that, during the Standstill Period (as defined below), subject to applicable law and the listing standards and/or rules of the New York Stock Exchange, Mr. Jones will be appointed to each of the Audit Committee and the Compensation Committee of the Board. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the Cooperation Agreement until the date that is the earlier of (x) 30 calendar days prior to the expiration of the advance notice period for submission by shareholders of director nominations for consideration at the 2025 Annual Meeting or (y) 90 calendar days prior to the first anniversary of the 2024 Annual Meeting (the “Standstill Period”). Under the Cooperation Agreement, the Reporting Persons also agreed to appear in person or by proxy at each annual or special meeting of shareholders held prior to the expiration of the Standstill Period and to vote all Shares beneficially owned by the Reporting Persons and their respective affiliates and associates at such meeting (i) in favor of all directors nominated and recommended by the Board for election, and (ii) otherwise in accordance with the Board&rsquo

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On June 17, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Cooperation Agreement, dated June 17, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2024). 9 CUSIP No. 230215105

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 18, 2024 22NW FUND, LP By: 22NW Fund GP, LLC General Partner By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW, LP By: 22NW GP, Inc. General Partner By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder 22NW FUND GP, LLC By: /s/ Aron R. English Name: Aron R. English Title: Manager 22NW GP, INC. By: /s/ Aron R. English Name: Aron R. English Title: President and Sole Shareholder /s/ Aron R. English ARON R. ENGLISH /s/ Bryson O. Hirai-Hadley BRYSON O. HIRAI-HADLEY /s/ Alexander B. Jones ALEXANDER B. JONES 10

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View this SC 13D/A filing on SEC EDGAR