8-K
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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 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