Culp shareholders approve board, auditor, pay

Shareholders approved named executive officer compensation on an advisory basis, with 8,300,425 votes for and 968,580 against.

Rhea-AI Filing Summary

Culp, Inc. (CULP) reported that shareholders elected seven director nominees at its September 23, 2026 annual meeting: J. Douglas Collier, Robert G. Culp, IV, Kimberly B. Gatling, Lynn D. Heatherton, Franklin N. Saxon, William L. Tyson and Mark Wilson. They are to serve until the 2027 annual meeting or until successors are elected and qualified.

Shareholders ratified Grant Thornton LLP as independent auditor for fiscal 2027, with 10,907,681 votes for, 19,487 against and 13,242 abstentions. They also approved named executive officer compensation on an advisory basis: 8,300,425 votes for, 968,580 against and 71,470 abstentions. The say-on-pay vote recorded 1,599,935 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.

Key Figures

Director nominees elected: 7 directors Votes for auditor appointment: 10,907,681 votes Votes against auditor appointment: 19,487 votes +3 more

6 metrics

Director nominees elected 7 directors Terms through the 2027 annual meeting or until successors are elected and qualified

Votes for auditor appointment 10,907,681 votes Grant Thornton LLP appointment for fiscal 2027

Votes against auditor appointment 19,487 votes Grant Thornton LLP appointment for fiscal 2027

Say-on-pay votes for 8,300,425 votes Advisory vote on named executive officer compensation

Say-on-pay votes against 968,580 votes Advisory vote on named executive officer compensation

Say-on-pay broker non-votes 1,599,935 votes Advisory vote on named executive officer compensation

Key Terms

Say-on-Pay, Broker Non-Votes, Shares Withheld, advisory basis

4 terms

Say-on-Pay financial

"a resolution approving, on an advisory basis, the compensation"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes financial

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Shares Withheld financial

"Shares Withheld"

advisory basis regulatory

"approving, on an advisory basis, the compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors did CULP shareholders elect at the 2026 annual meeting?

Shareholders elected J. Douglas Collier, Robert G. Culp, IV, Kimberly B. Gatling, Lynn D. Heatherton, Franklin N. Saxon, William L. Tyson and Mark Wilson. Their terms run until the 2027 annual meeting or until successors are elected and qualified.

How did CULP shareholders vote on the auditor for fiscal 2027?

The appointment of Grant Thornton LLP as independent auditor for fiscal 2027 received 10,907,681 votes for, 19,487 against and 13,242 abstentions.

What was the CULP say-on-pay vote result?

The advisory resolution approving named executive officer compensation received 8,300,425 votes for, 968,580 against and 71,470 abstentions.

How many broker non-votes were reported for CULP's say-on-pay vote?

The say-on-pay vote recorded 1,599,935 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 10:39 AM Accepted by SEC EDGAR 09/23/2026 - 10:39 AM Learn about SEC filing dates

false000072360300007236032026-09-232026-09-23

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 23, 2026

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		Nasdaq Capital Market

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 23, 2026, 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 2027 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 2027; 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 2027 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		9,309,448		31,027		1,599,935
Robert G. Culp, IV		9,316,262		24,213		1,599,935
Kimberly B. Gatling		8,319,729		1,020,746		1,599,935
Lynn D. Heatherton		9,201,806		138,669		1,599,935
Franklin N. Saxon		8,614,706		725,769		1,599,935
William L. Tyson		9,300,678		39,797		1,599,935
Mark Wilson		9,296,915		43,560		1,599,935

Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2027

For		Against		Abstain		Broker Non-Votes
10,907,681		19,487		13,242		—

Proposal 3: Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2026 Proxy Statement (Say-on-Pay)

For		Against		Abstain		Broker Non-Votes
8,300,425		968,580		71,470		1,599,935

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 23, 2026	By:	/s/ Justin M. Grow
			Justin M. Grow, Vice President, General Counsel & Corporate Secretary

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