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
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Date of Report (Date of earliest event reported): September 24, 2025 |
Culp, Inc.
(Exact name of Registrant as Specified in Its Charter)
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North Carolina |
1-12597 |
56-1001967 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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410 W. English Rd 5th Floor |
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High Point, North Carolina |
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27262 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, par value $0.05 per share |
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CULP |
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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
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Director Nominee |
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Shares Voted For |
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Shares Withheld |
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Broker Non-Votes |
J. Douglas Collier |
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9,083,927 |
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151,436 |
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1,476,332 |
Robert G. Culp, IV |
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7,682,799 |
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1,552,564 |
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1,476,332 |
Kimberly B. Gatling |
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8,048,834 |
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1,186,529 |
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1,476,332 |
Lynn D. Heatherton |
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9,081,322 |
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154,041 |
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1,476,332 |
Fred A. Jackson |
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8,048,680 |
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1,186,683 |
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1,476,332 |
Alexander B. Jones |
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9,082,828 |
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152,535 |
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1,476,332 |
Franklin N. Saxon |
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7,380,496 |
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1,854,867 |
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1,476,332 |
William L. Tyson |
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9,204,490 |
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30,873 |
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1,476,332 |
Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2026
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For |
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Against |
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Abstain |
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Broker Non-Votes |
10,681,598 |
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13,623 |
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16,474 |
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— |
Proposal 3: Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2025 Proxy Statement (Say-on-Pay)
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For |
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Against |
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Abstain |
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Broker Non-Votes |
7,489,641 |
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1,677,090 |
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68,632 |
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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.
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Culp, Inc. |
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Date: |
September 25, 2025 |
By: |
/s/ Justin M. Grow |
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Justin M. Grow, Vice President, General Counsel & Corporate Secretary |
