Culp, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 26, 2007
Culp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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North Carolina
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0-12781
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56-1001967 |
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation)
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Identification No.) |
1823 Eastchester Drive
High Point, North Carolina 27265
(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former name or address, if changed from 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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2007, the compensation committee of the board of directors of Culp, Inc. (the
company) took action to approve changes to the annual salaries of certain of the companys
executive officers, effective May 1, 2007, as follows:
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Robert G. Culp, III
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300,000 |
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Chairman |
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Franklin N. Saxon
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350,000 |
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Chief Executive Officer |
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(principal executive officer) |
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Kenneth R. Bowling
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$ |
160,000 |
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Chief Financial Officer |
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(principal financial officer and principal
accounting officer) |
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Robert G. Culp, IV
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$ |
190,000 |
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President, Culp Home Fashions division |
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The salary for Kenneth M. Ludwig, Senior Vice President, Human Resources, was not changed.
On April 26, 2007, the compensation committee and the board of directors of the company
approved the Culp, Inc. Corporate Fiscal 2008 Management Incentive Plan, which provides for cash
bonuses to certain of the companys executive officers, including Kenneth R. Bowling, Robert G.
Culp, III, Kenneth M. Ludwig and Franklin N. Saxon. The plan provides for cash bonuses that could
range from 3% to 150% of a participants salary, depending upon the companys financial performance
using three financial measures (3% to 60% for Mr. Bowling, 10% to 100% for Mr. Culp, III, 5% to 50%
for Mr. Ludwig, and 15% to 150% for Mr. Saxon). The financial measures used to calculate
eligibility for bonuses under the plan are operating income, free cash flow and return on capital,
in each case excluding certain extraordinary and non-recurring items. The plan is effective for
the companys 2008 fiscal year that ends April 27, 2008. A written summary of the plan is attached
hereto as Exhibit 10(a).
On April 26, 2007, the compensation committee and the board of directors of the company
approved Robert G. Culp, IV as a participant in the Culp Home Fashions Division Fiscal 2008
Management Incentive Plan, which provides for cash bonuses to certain individuals in the companys
Culp Home Fashions (CHF) division. Mr. Culp, IV is President of the CHF division. The plan
provides for cash bonuses that could range from 1% to 80% of a participants salary (4% to 80% in
the case of Mr. Culp, IV), depending upon the CHF divisions financial performance using three
financial measures. The financial measures used to calculate eligibility for bonuses under the
plan are the CHF divisions operating income, free cash flow and return on capital, in each case
excluding certain extraordinary and non-recurring items. The plan is
effective for the companys 2008 fiscal year that ends April 27, 2008. A written summary of
the plan is attached hereto as Exhibit 10(b).
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits |
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Exhibit 10(a) Written Summary of Culp, Inc. Corporate Fiscal 2008 Management Incentive
Plan. |
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Exhibit 10(b) Written Summary of Culp Home Fashions Division Fiscal 2008 Management
Incentive Plan |
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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Date: April 30, 2007 |
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Culp, Inc. |
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By:
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/s/ Kenneth M. Ludwig |
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Kenneth M. Ludwig
Senior Vice President, Human Resources |
EXHIBIT INDEX
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Exhibit Number |
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Exhibit |
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10(a)
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Written Summary of Culp Inc.
Corporate Fiscal 2008 Management Incentive Plan |
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10(b)
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Written Summary of Culp Home
Fashions Division Fiscal 2008 Management Incentive Plan |
Exhibit 10(a)
Exhibit 10(a)
Written Summary of Culp, Inc. Corporate Fiscal 2008
Management Incentive Plan
The plan provides for annual cash bonuses to certain executive officers of the company, on the
following basis:
Each participant in the plan has a stated Management Incentive Plan (MIP) bonus opportunity,
stated as a percentage of the participants annual salary. The bonus opportunity for each
participant varies from 20% to 150% of salary. The bonus opportunity for the following individuals
are: Mr. Bowling 30% of salary; Mr. Culp, III 100% of salary; Mr. Ludwig 50% of salary; and
Mr. Saxon 150% of salary. The plan sets forth target levels of three performance measures for
the company operating income, free cash flow and return on capital, in each case excluding
certain extraordinary and non-recurring items, such as restructuring and related charges, goodwill
write-offs, non-recurring items, and material acquisitions. If the company reaches the target
levels for each performance measure, bonuses in the amount of 100% of the bonus opportunity will be
paid. There is also a minimum threshold level for each performance measure that will cause bonuses
to be paid in the amount of 10% of the bonus opportunity, a maximum threshold level for each
performance measure that will cause bonuses to be paid in the amount of 150% of the bonus
opportunity, and a super maximum threshold level that will cause bonuses to be paid in the amount
of 200% of the bonus opportunity (limited to 100% of bonus opportunity for Messrs. Saxon, Culp and
Ludwig). Thus, the bonus amounts under the plan could range from 2% of salary for certain
participants to as much as 150% of salary for other participants (3% to 60% for Mr. Bowling, 10% to
100% for Mr. Culp, III, 5% to 50% for Mr. Ludwig, and 15% to 150% for Mr. Saxon). The performance
measures are weighted such that achieving a certain level with respect to each performance
measure will have a varying effect on determining the overall bonus. The weights assigned to each
respective performance measure are as follows: 60% weight to operating income, 25% weight to free
cash flow, and 15% weight to return on capital. In addition, the plan provides that bonuses will
only be paid if the company as a whole reports positive earnings, excluding restructuring and
related expenses and other extraordinary items.
Exhibit 10(b)
Exhibit 10(b)
Written Summary of Culp Home Fashions Division
Fiscal 2008 Management Incentive Plan
The plan provides for annual cash bonuses to certain employees of the Culp Home Fashions (CHF)
division, on the following basis:
Each participant in the plan has a stated Management Incentive Plan (MIP) bonus opportunity,
stated as a percentage of the participants annual salary. The bonus opportunity for each
participant varies from 10% to 40% of salary (40% for Mr. Culp, IV). The plan sets forth target
levels of three performance measures for the CHF division operating income, free cash flow and
return on capital, in each case excluding certain extraordinary and non-recurring items, such as
restructuring and related charges, goodwill write-offs, non-recurring items, and material
acquisitions. If the division reaches the target levels for each performance measure, bonuses in
the amount of 100% of the bonus opportunity will be paid. There is also a minimum threshold level
for each performance measure that will cause bonuses to be paid in the amount of 10% of the bonus
opportunity, a maximum threshold level for each performance measure that will cause bonuses to be
paid in the amount of 150% of the bonus opportunity, and a super maximum threshold level that will
cause bonuses to be paid in the amount of 200% of the bonus opportunity. Thus, the bonus amounts
under the plan could range from 1% of salary for certain participants to as much as 80% of salary
for other participants (4% to 80% for Mr. Culp, IV). The performance measures are weighted such
that achieving a certain level with respect to each performance measure will have a varying effect
on determining the overall bonus. The weights assigned to each respective performance measure are
as follows: 60% weight to operating income, 25% weight to free cash flow, and 15% weight to return
on capital. In addition, the plan provides that bonuses will only be paid if the company as a
whole reports positive earnings, excluding restructuring and related expenses and other
extraordinary items.