Culp (NYSE: CULP) holders reelect board, ok auditors and Say-on-Pay

Rhea-AI Filing Summary

Culp, Inc. held its annual shareholder meeting on September 24, 2025. Shareholders elected eight directors to serve until the 2026 annual meeting or until their successors are elected and qualified. Support levels for the nominees were strong, with votes for each director ranging from 7,380,496 to 9,204,490 shares.

Shareholders also ratified Grant Thornton LLP as the company’s independent auditors for fiscal 2026, with 10,681,598 votes for, 13,623 against, and 16,474 abstentions. In addition, investors approved, on an advisory basis, the company’s executive compensation, with 7,489,641 votes for, 1,677,090 against, 68,632 abstentions, and 1,476,332 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

Culp, Inc.

(Exact name of Registrant as Specified in Its Charter)

North Carolina			1-12597	56-1001967
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
410 W. English Rd 5th Floor
High Point, North Carolina				27262
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 336 889-5161

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.05 per share		CULP		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On September 24, 2025, Culp, Inc. (the “Company”) held its annual meeting of shareholders. At the meeting, the Company’s shareholders: (i) elected each of the eight persons listed below under Proposal 1 to serve as a director of the Company until the 2026 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 2026; 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 eight directors to serve until the 2026 annual meeting of shareholders, or until their successors are elected and qualified

Director Nominee		Shares Voted For		Shares Withheld		Broker Non-Votes
J. Douglas Collier		9,083,927		151,436		1,476,332
Robert G. Culp, IV		7,682,799		1,552,564		1,476,332
Kimberly B. Gatling		8,048,834		1,186,529		1,476,332
Lynn D. Heatherton		9,081,322		154,041		1,476,332
Fred A. Jackson		8,048,680		1,186,683		1,476,332
Alexander B. Jones		9,082,828		152,535		1,476,332
Franklin N. Saxon		7,380,496		1,854,867		1,476,332
William L. Tyson		9,204,490		30,873		1,476,332

Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2026

For		Against		Abstain		Broker Non-Votes
10,681,598		13,623		16,474		—

Proposal 3: Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2025 Proxy Statement (Say-on-Pay)

For		Against		Abstain		Broker Non-Votes
7,489,641		1,677,090		68,632		1,476,332

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 25, 2025	By:	/s/ Justin M. Grow
			Justin M. Grow, Vice President, General Counsel & Corporate Secretary

FAQ

What did CULP shareholders vote on at the September 24, 2025 annual meeting?

Shareholders of Culp, Inc. (CULP) voted on three items: electing eight directors to serve until the 2026 annual meeting, ratifying Grant Thornton LLP as independent auditors for fiscal 2026, and approving, on an advisory basis, the compensation of the company’s named executive officers.

Were all CULP director nominees elected at the 2025 annual meeting?

Yes. All eight director nominees, including J. Douglas Collier, Robert G. Culp, IV, Kimberly B. Gatling, Lynn D. Heatherton, Fred A. Jackson, Alexander B. Jones, Franklin N. Saxon, and William L. Tyson, were elected to serve until the 2026 annual meeting or until their successors are elected and qualified.

Did Culp, Inc. shareholders approve the company’s independent auditors for fiscal 2026?

Yes. Shareholders ratified the appointment of Grant Thornton LLP as Culp, Inc.’s independent auditors for fiscal 2026, with 10,681,598 votes for, 13,623 against, and 16,474 abstentions.

How did CULP shareholders vote on executive compensation (Say-on-Pay)?

In the advisory Say-on-Pay vote, Culp, Inc. shareholders cast 7,489,641 votes for the compensation of named executive officers, 1,677,090 against, and 68,632 abstentions, with 1,476,332 broker non-votes.

Which proposal at the CULP 2025 annual meeting concerned executive pay?

Proposal 3 was an advisory vote on the compensation of Culp, Inc.’s named executive officers as disclosed in the 2025 Proxy Statement. Shareholders approved this Say-on-Pay resolution by advisory vote.

What exchange does Culp, Inc. (CULP) common stock trade on?

Culp, Inc.’s common stock, par value $0.05 per share, trades on the New York Stock Exchange under the trading symbol CULP.