8-K

CULP INC (CULP)

8-K 2025-09-25 For: 2025-09-24
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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<br>of Incorporation) (Commission File Number) (IRS Employer<br>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
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(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<br>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