---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-050442"
form_type: "8-K"
ticker: "CULP"
cik: "0000723603"
company_name: "CULP INC"
filed_at: "2023-09-28T23:59:59+00:00"
generated_at: "2026-06-10T07:54:32.477736+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Culp shareholders elect all 8 director nominees, approve say-on-pay and equity plan at annual meeting

## Summary
- Directors Baugh, Culp IV, Davis, Decker, Gatling, Jackson, Kelly, Saxon each elected; votes for ranged from 7.96M to 9.14M.
- Ratification of Grant Thornton LLP as independent auditor for FY2024 approved with 10.56M for, 291K against.
- Advisory say-on-pay vote approved with 6.42M for, 3.07M against; 1.27M broker non-votes.
- Future say-on-pay frequency set to 1 year with 9.0M votes for one-year; board adopts annual frequency.
- Amended and Restated Equity Incentive Plan approved with 7.27M for, 2.23M against.

## SEC filing metadata
- accession: 0000950170-23-050442
- form_type: 8-K
- ticker: CULP
- cik: 0000723603
- company_name: CULP INC
- filed_at: 2023-09-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/culp-20230927.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-050442
- JSON: https://secwatch.observer/filing/0000950170-23-050442.json
- Plain text: https://secwatch.observer/filing/0000950170-23-050442.txt

## Key facts
- Shareholder Votes
  CULP INC shareholders approved Approval of the Amended and Restated Equity Incentive Plan at the 2023-09-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-09-27
  source text: Proposal 5: To approve the Amended and Restated Equity Incentive Plan For Against Abstain Broker Non-Votes 7,271,006 2,225,409 96,180 1,267,968
  evidence_url: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm
- Shareholder Votes
  CULP INC shareholders approved Advisory vote on the frequency of future Say-on-Pay votes at the 2023-09-27 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-09-27
  source text: Proposal 4: Advisory vote on the frequency of future Say-on-Pay Votes 1 Year 2 Years 3 Years Abstain Broker Non-Votes 8,997,258 10,742 553,018 31,577 1,267,968
  evidence_url: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm
- Shareholder Votes
  CULP INC shareholders approved Ratification of Grant Thornton LLP as the Company’s independent auditors for fiscal 2024 at the 2023-09-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-09-27
  source text: Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2024 For Against Abstain Broker Non-Votes 10,559,423 290,849 10,291 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm
- Shareholder Votes
  CULP INC shareholders approved Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2023 Proxy Statement (Say-on-Pay) at the 2023-09-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-09-27
  source text: Proposal 3: Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2023 Proxy Statement (Say-on-Pay) For Against Abstain Broker Non-Votes 6,420,642 3,073,857 98,096 1,267,968
  evidence_url: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm
- Shareholder Votes
  CULP INC shareholders approved Election of eight directors to serve until the 2024 annual meeting of shareholders, or until their successors are elected and qualified at the 2023-09-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-09-27
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. On September 27, 2023, 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 2024 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 2024; (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); (iv) voted to recommend holding future Say-on-Pay votes at a frequency of every one year; and (v) approved the Amended and Restated Equity Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/723603/000095017023050442/0000950170-23-050442-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.
