culp-def14a_20220930.htm

DEF 14A 1 culp-def14a_20220930.htm DEF 14A culp-def14a_20220930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Culp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11

1823 Eastchester Drive

High Point, North Carolina 27265

Telephone: (336) 889-5161

NOTICE OF 2022 ANNUAL MEETING

OF SHAREHOLDERS

To Our Shareholders:

Culp, Inc. (the “Company”) will hold its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s corporate offices, located at 1823 Eastchester Drive, High Point, North Carolina, on Wednesday, September 28, 2022, at 12:00 p.m. Eastern Time.

The purpose of the Annual Meeting is to:

(1)

Elect the eight director nominees named in the accompanying Proxy Statement for a one-year term until the 2023 annual meeting;

(2)

Ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal 2023;

(3)

Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement; and

(4)

Consider any other business that properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on July 28, 2022, are entitled to receive notice of, and to vote at, the Annual Meeting.

The Proxy Statement accompanying this notice contains detailed information about the matters we are asking you to vote on. It is first being mailed to and made available to shareholders on or about August 24, 2022. We hope you will read this information carefully and vote in accordance with the Board of Directors’ recommendations. Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please complete, date, and sign the enclosed form of proxy and return it promptly in the enclosed envelope. If you attend the Annual Meeting and prefer to vote in person, your proxy will be returned to you upon request. You may also vote by telephone or over the internet, as described in the Proxy Statement and on the proxy card.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the recommendations of public health officials in response to the continuing COVID-19 pandemic. Please be advised that if we decide to change the location of the Annual Meeting or hold it partly or solely by means of virtual communications, as permitted by applicable law, we will announce such decision in advance, as promptly as practicable. If we take this step, details of how to participate will be issued by a press release filed with the U.S. Securities and Exchange Commission (“SEC”) on a Form 8-K and posted on our website.

Given the public health and safety concerns related to COVID-19, we ask that each shareholder carefully evaluate the relative benefits of in-person attendance at the Annual Meeting and take advantage of the ability to vote by proxy, as instructed on the proxy card or voting instructions that have been provided to you. If you elect to attend the Annual Meeting in person, we encourage you to follow guidance from public health authorities, as well as protocols required for all visitors to Company facilities, which may include temperature checks, social distancing, health questionnaires, and other measures, in order to help us maintain a safe and healthy environment. If you are not feeling well or think you may have been exposed to COVID-19, we ask that you vote by proxy for the meeting.

	By Order of the Board of Directors,



	ASHLEY C. DURBIN
	Vice President, General Counsel, and Corporate Secretary

August 24, 2022

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting to be held on September 28, 2022: The Proxy Statement and 2022 Annual Report to Shareholders for the fiscal year ended May 1, 2022 are available free of charge at www.culp.com.

2022 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in our Proxy Statement. Because the summary does not contain all of the information you should consider, we urge you to review the complete Proxy Statement carefully before voting.

Annual meeting of shareholders

Time, place, and voting matters		Meeting agenda
Date:	September 28, 2022	•	Election of eight directors

Time:	12:00 p.m. Eastern Time	•	Ratification of Grant Thornton as our independent auditors for fiscal 2023

Place:	Culp, Inc.	•	Advisory vote to approve executive compensation
	1823 Eastchester Drive
	High Point, North Carolina 27265	•	Transact other business that may properly come before the meeting

Record Date:	July 28, 2022

Voting:	Shareholders of record as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. The number of outstanding shares entitled to vote at the meeting is 12,248,382.

How to vote

See “General Information” (beginning on page 7) for more information.

In addition to attending the annual meeting, shareholders of record can vote by any of the following methods:

By mailing your proxy card

By Telephone at

1-800-652-VOTE (8683)

(within the USA, US territories, and Canada only)

By internet at

www.investorvote.com/culp

If you hold your Culp shares in street name through an account with a bank, broker or other nominee, your ability to vote by internet or telephone depends on the voting process of the bank, broker or other nominees through which you hold the shares. Please follow their instructions carefully.

Voting recommendations


Proposal	Board Vote Recommendation
Election of eight directors (see page 10)	“FOR” each director nominee
Ratification of Grant Thornton as our independent auditors for fiscal 2023 (see page 46)	“FOR”
Advisory vote to approve executive compensation (see page 47)	“FOR”

Our director nominees

See “Proposal 1 – Election of Directors” (beginning on page 10) and “Corporate Governance” (beginning on page 15) for more information.

The Board of Directors recommends that you vote “For” each nominee listed in the table below, which provides summary information about each nominee. A full description of each nominee’s skills and qualifications begins on page 10. Each director is elected annually.

Name	Age	Director since	Occupation	Independent
Franklin N. Saxon	70	1987	Executive Chairman, Culp, Inc.	No
Robert G. Culp, IV	51	2020	President and Chief Executive Officer, Culp, Inc.	No
John A. Baugh	61	2021	Vice President, Investor Relations, PROG Holdings, Inc.	Yes
Perry E. Davis	63	2019	Retired Executive Vice President, President – Residential & Industrial Products, Leggett & Platt, Incorporated	Yes
Sharon A. Decker	65	2019	President, Tryon Equestrian Partners, Carolina Operations	Yes
Kimberly B. Gatling	47	2021	Partner and Chief Diversity and Inclusion Officer at Fox Rothschild, LLP	Yes
Jonathan L. Kelly	42	2021	Founder and CEO of Asymmetric Holdings Worldwide	Yes
Fred A. Jackson	72	2016	Retired Chief Executive Officer, American & Efird LLC	Yes

Our nominees’ experience, qualifications, and diversity

The goal of our Corporate Governance and Nominating Committee is to create a Board that demonstrates competence, objectivity, and the highest degree of integrity on an individual and collective basis. Our Board and the Corporate Governance and Nominating Committee believe broad and diverse skills and backgrounds among directors are critical elements of a highly functioning board. The following chart reflects the experience and qualifications of the nominees for election as directors.

Director Nominee Experience and Qualifications


Experience/Qualifications	Culp	Baugh	Davis	Decker	Gatling	Kelly	Jackson	Saxon
Financial Literacy	✔	✔	✔	✔	✔	✔	✔	✔
Strategic Planning	✔	✔	✔	✔	✔	✔	✔	✔
Industry Experience	✔	✔	✔	✔	✔		✔	✔
Management Experience	✔	✔	✔	✔	✔	✔	✔	✔
International Experience	✔		✔	✔		✔	✔	✔
Finance/Accounting	✔	✔		✔		✔	✔	✔
Regulatory Compliance		✔	✔		✔	✔	✔	✔
Legal/Corporate Governance				✔	✔	✔		✔
Cybersecurity Experience					✔

Our Board of Directors values the contribution of diversity in achieving Company objectives and maintaining sound governance practices as it brings together individuals with different skills and ideas, from varying backgrounds and experiences, to create balanced and thoughtful decision-making that best serves shareholder interests. The Board believes such diversity provides varied perspectives that promote active and constructive dialogue among Board members and between the Board and management, resulting in more effective oversight.

Diversity refers to a broad array of individual characteristics that collectively enable the Board to operate effectively and fulfill its responsibilities. These characteristics include, among others, professional qualifications, business experience, age, gender, race, ethnicity, and cultural background. Our nominees for election to the Board of Directors consist of eight directors with varying backgrounds and characteristics that blend to form a well-rounded group of individuals with deep knowledge of our business and industry, and both seasoned and fresh perspectives.


Diversity	Mix of Ages	Independence
• 25% of director nominees are women • 25% of director nominees are racially diverse	• 2 director nominees between 40-49 • 1 director nominee between 50-59 • 3 director nominees between 60-69 • 2 director nominee 70+ Average Age: 59	• 6 of 8 independent director nominees

Governance Highlights

Our board of directors and management firmly embraces good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to meet such standards.


✔		Annually elected directors; no classified board
✔		Varying lengths of board tenure balances experience with fresh insights
✔		Lead independent director
✔		6 out of 8 director nominees independent
✔		100% independent audit, compensation, and governance and nominating committees
✔		Regular executive sessions of independent directors
✔		Comprehensive self-evaluations annually for the Board and each committee
✔		One class of shares with each share entitled to one vote
✔		No poison pill in place
✔		Meaningful stock ownership guidelines in place
✔		Policy against hedging or pledging shares

Auditors

See “Audit Committee Report” (beginning on page 45) and “Proposal 2 – Ratification of Independent Auditor” (page 46).

We ask our shareholders to ratify the selection of Grant Thornton, LLP as our independent auditors for the fiscal 2023 year. The information below summarizes Grant Thornton’s fees for services provided for fiscal years 2022 and 2021.

	Fiscal 2022		Fiscal 2021
Audit Fees	$	555,806	$	542,061
Audit-Related Fees (1)	$	21,410	$	8,000
Tax Fees (2)	$	—		3,000
All Other Fees		—		—

(1)	Audit-Related fees for fiscal 2022 primarily consists of fees for assistance with IT control matters related to testing system access. Audit-Related fees for fiscal 2021 primarily consists of fees for assistance with accounting matters related to our mattress fabrics segment.

(2)	Tax fees for fiscal 2021 primarily consists of fees for assistance with compliance with new IRS regulations.

Executive Compensation Highlights

For more information, see “Executive Compensation” (beginning on page 21) and “Proposal 3 – Advisory vote on executive compensation” (page 47).

Our Board of Director recommends that you vote “For” our advisory proposal on executive compensation. This non-binding vote gives our shareholders the opportunity to approve the compensation paid to the individuals identified as named executive officers in this Proxy Statement.

The primary purpose of our fiscal 2022 executive compensation program was to support the corporate business goals of increasing our earnings, return on capital, cash generation, and shareholder value. To accomplish this purpose, our program focused on the following:


✔		Embracing a pay for results philosophy, with total pay directly aligned with Company performance
✔		Attracting and retaining management with the knowledge, skills, and ability to lead the Company successfully
✔		Fairly compensating management for their service
✔		Aligning long-term interests of management with those of shareholders
✔		Maintaining a strong focus on growth in earnings, return on capital, cash generation, and shareholder return
✔		Maintaining a planned and disciplined approach to managing our business and capital utilization
✔		Supporting prudent/calculated risk taking
✔		Being more team oriented than individual-accountability oriented
✔		Maintaining a balanced time perspective as it relates to the long term and short term

Summary of Executive Compensation Practices for Fiscal 2022 Executive Compensation Program


	What We Do		What We Don’t Do
✔	Pay for performance – Total pay is directly aligned with Company performance through the use of performance-based incentives, with below target performance resulting in little or no payout and superior performance leading to above-target payouts.	x	Do not provide excessive perquisites

✔	Challenging performance targets – Fiscal 2022 annual incentive award opportunities were tied to measures of operating income and free cash flow, key short-term financial metrics that were critical to the Company’s strategic priorities during a period of continued uncertainty and headwinds relating to the ongoing impact of the COVID-19 global pandemic and other macroeconomic conditions.	x	Do not have single-trigger vesting of equity-based awards upon a change in control

✔	Align pay with longer-term Company performance success and enhance retention – Fiscal 2022 LTIP plan award opportunities included a combination of one-half performance-based and one-half time-based awards (except CEO opportunity included all performance-based awards) to align pay with longer-term Company performance success, while also enhancing the Company’s ability to retain key employees and aligning the long-term interests of management with those of shareholders.	x	Do not provide employment agreements

✔	Executive stock ownership guidelines – We align the interests of our executive officers with the interests of our shareholders. We expect our executive officers to own and retain meaningful amounts of Culp stock.	x	Do not gross up excise taxes upon a change of control

✔	Mitigate undue risk – We have a clawback policy on performance-based compensation and caps on potential incentive payments.	x	Do not pay dividends on unearned performance shares or units

✔	Policy against hedging and pledging of Culp stock by executive officers and directors.

✔	Provide double-trigger severance and change-in-control arrangements.

✔	Include only independent directors on the Compensation Committee.

✔	The Compensation Committee engages and relies on an independent compensation consultant to evaluate our executive compensation programs. The consultant reports directly to the Compensation Committee and provides no other services to the Company.

Summary of Company Performance Highlights and Effects on Compensation

Overall, the Company faced a difficult business environment during fiscal 2022, with a rapid rise in inflation, changing consumer spending patterns, COVID-related disruptions, weakness in the domestic mattress industry, and other geopolitical events materially affecting the performance of our business. These conditions resulted in decreased sales and adversely impacted profits and cash generation for the Company overall and for each of our mattress fabrics and upholstery fabrics operating segments. As a result of below-threshold performance results for the applicable measures of operating income and free cash flow, no annual incentive compensation awards under our fiscal 2022 annual incentive plan were earned for executive officers in any of our three reporting units.

Long term equity incentive awards that were granted under the long term incentive compensation plan for the three-year period ending in fiscal 2022 consisted solely of performance-based stock awards for our then-chief executive officer and a mix of one-half performance-based stock awards and one-half time-based stock awards for all other executive officers. Operating income (excluding non-recurring items) over the three-year performance period was the metric for the performance-based stock awards. Operating results during this period were pressured during fiscal 2020 due primarily to the significant disruption from the COVID-19 pandemic, then strongly improved in fiscal 2021 as business began to recover from the pandemic-related disruption, and then were again significantly pressured in fiscal 2022 due to ongoing COVID-related disruption, the rapid rise in inflation, changing consumer spending patterns, and other macroeconomic conditions. As a result, no performance-based stock awards granted in fiscal 2020 were earned by executive officer participants in our corporate shared services or mattress fabrics reporting units for the three-year period ending in fiscal 2022 due to below-threshold performance results. One executive officer in our upholstery fabrics reporting unit earned a below-target portion of his performance-based stock award based on results between threshold and target levels for this reporting unit.

These results are consistent with our pay for performance philosophy. Notably, in evaluating these results, the Compensation Committee did not alter or adjust the performance targets originally set under the fiscal 2022 annual incentive plan, despite unanticipated headwinds faced by the Company during the year from ongoing COVID-related disruption, the rapid rise in inflation, weakness in the domestic mattress industry, and other macroeconomic conditions. Further, the Compensation Committee did not alter or adjust the previously set levels of operating income over the three-year performance period for performance-based stock awards under the long term incentive compensation plan, despite the significant and unexpected disruption in fiscal 2020 as a result of the COVID-19 pandemic and in fiscal 2022 as a result of ongoing pandemic-related disruption and other macroeconomic conditions.

GENERAL INFORMATION

This Proxy Statement is furnished to the shareholders of Culp, Inc. (the “Company”) by the Company’s Board of Directors in connection with the solicitation of proxies for use at the 2022 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) or any adjournment thereof. The Company will hold the 2022 Annual Meeting on Wednesday, September 28, 2022, at 12:00 p.m. local time at the Company’s corporate offices, 1823 Eastchester Drive, High Point, North Carolina. The purpose of the Annual Meeting is to take action on the items described in this Proxy Statement, and on any other business that properly comes before the meeting.

This Proxy Statement, accompanying form of proxy, and the Company’s 2022 Annual Report to Shareholders for the fiscal year ended May 1, 2022 (the “Annual Report”) are first being mailed to shareholders on or about August 24, 2022. The Annual Report does not constitute “soliciting material” and is not to be deemed “filed” with the Securities and Exchange Commission.

Whether or not you expect to attend the Annual Meeting, please complete, date, and sign the accompanying form of proxy and return it promptly to ensure that your shares are voted at the meeting. Most shareholders have the choice of voting by completing the enclosed proxy card and mailing it in the postage-paid envelope provided, voting over the internet, or using a toll-free telephone number. You should refer to the proxy card or the information forwarded by your bank, broker, or other holder of record to see which voting options are available to you. Shareholders who vote over the internet may incur costs, such as telephone and internet access charges, for which the shareholder is responsible. The internet and telephone voting facilities for eligible shareholders of record will remain available for voting up until commencement of the Annual Meeting at 12:00 p.m. local time on September 28, 2022. Specific instructions to be followed by any shareholder interested in voting via the internet or telephone are shown on the enclosed proxy card. The internet and telephone voting procedures are designed to authenticate the shareholder’s identity and to allow shareholders to vote their shares and confirm that their instructions have been properly recorded. In the event that the proxy card does not reference internet or telephone voting information because the recipient is not the registered owner of the shares, the proxy card must be completed and returned in the self-addressed, postage-paid envelope provided.

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of our director nominees (Proposal 1 of this Proxy Statement) and in the advisory vote on the compensation of our named executive officers (a Say on Pay vote) (Proposal 3 of this Proxy Statement). As a result of current regulations, your bank or broker is not allowed to vote your uninstructed shares on a discretionary basis on matters related to the election of directors or executive compensation. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors and the Say on Pay advisory vote, no votes will be cast on your behalf with respect to the proposals for which you did not provide voting instructions. Your bank or broker will still have voting discretion on your uninstructed shares with respect to ratification of our independent auditors (Proposal 2 of this Proxy Statement) or routine matters that may properly come before the meeting.

Any shareholder giving a proxy may revoke it at any time before a vote is taken by:

•

duly executing a proxy bearing a later date;

•

executing a notice of revocation in a written instrument filed with the secretary of the Company; or

•

appearing at the meeting and notifying the secretary of the intention to vote in person.

Unless a contrary choice is specified, all shares represented by valid proxies that are received pursuant to this solicitation, and not revoked before they are exercised, will be voted FOR the election of all the director nominees named in this Proxy Statement, FOR ratification of the appointment of Grant Thornton LLP as the independent auditors of the Company for the current fiscal year, and FOR the Say on Pay shareholder resolution approving the Company’s compensation of our named executive officers. The proxy also confers discretionary authority upon the persons named therein, or their substitutes, with respect to any other business that may properly come before the meeting.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock of the Company is necessary to constitute a quorum at the Annual Meeting and any adjournment thereof. If a quorum is not present or represented at the Annual Meeting, the shareholders present and entitled to vote have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. A shareholder abstaining from the vote on a proposal and any votes not made or not permitted to be made by banks or brokers (broker non-votes) will be counted as present for purposes of determining whether a quorum is present, but will be counted as not having voted on the proposal in question.

With regard to the election of directors, shareholders may cast votes in favor of a nominee or withhold votes from a nominee, and directors will be elected by a plurality of the votes cast. Votes that are withheld will be excluded entirely from the vote and will

have no effect on the outcome of the election of directors. Cumulative voting is not permitted. With regard to ratification of Grant Thornton LLP as the Company’s independent auditors and approval of the Say on Pay shareholder resolution approving the Company’s compensation of our named executive officers, shareholders may vote for or against each proposal or abstain from voting, and each proposal will be approved if more votes are cast in favor of such proposal than are cast against it. Abstentions and broker non-votes will have no effect on the outcome of the vote on any of these proposals.

Shareholders do not have dissenters’ rights with respect to any of the matters to be considered at the Annual Meeting.

Although the advisory vote on the Company’s compensation of our named executive officers is non-binding, the Board will consider the outcome when considering future executive compensation decisions.

The Company will bear the entire cost of preparing this Proxy Statement and of soliciting proxies. Proxies may be solicited by employees of the Company, either personally, by special letter, or by telephone. However, Company employees will not be specifically compensated for these services. The Company also will request brokers and others to send solicitation material to beneficial owners of the Company’s stock and will, upon request, reimburse their out-of-pocket costs.

BENEFICIAL OWNERS OF 5% OR MORE OF OUR COMMON STOCK

The following table lists the beneficial ownership of the Company’s common stock with respect to each individual or entity known by the Company to be the beneficial owner of more than five percent of such common stock as of July 28, 2022. This information is based solely on SEC filings made by the individuals or entities by that date.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Outstanding Shares (1)
Common stock, par value $.05 per share	Renaissance Technologies LLC 800 Third Avenue 100 New York, NY 10022	844,517 (2)	6.9%

	22NW Fund, LP 1455 NW Leary Way Suite 400 Seattle, WA 98107	730,905 (3)	6.0%

	Dimensional Fund Advisors, LP 6300 Bee Cave Road Building One Austin, TX 78746	699,483 (4)	5.7%

	Mill Road Capital III, L.P. 382 Greenwich Avenue Suite One Greenwich, CT 06830	680,469 (5)	5.5%

(1)	Applicable percentage ownership is based on 12,274,786 shares of our common stock outstanding as of July 28, 2022.

(2)	Based upon information obtained from a Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2022, Renaissance Technologies LLC has the power to vote 786,923 shares and dispositive power over 844,517 shares.

(3)

Based on information obtained from a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2022, 22NW Fund, LP, 22NW LP, 22NW Fund GP, LLC, 22NW GP, Inc., and Aron R. English have the power to vote and dispositive power over 730,905 shares. Shares reported are directly owned by 22NW Fund, LP. 22NW LP serves as the investment manager of 22NW Fund, LP; 22NW GP, Inc. serves as the general partner of 22NW, LP. Aron R. English is the Portfolio Manager of 22 NW, LP, Manager of 22 NW Fund GP, LLC, and President and sole shareholder of 22NW GP, Inc. By virtue of these relationships, 22NW LP, 22NW Fund GP, LLC, 22NW GP, Inc., and Mr. English may be deemed to beneficially own the shares held by 22NW Fund, LP. Mr. English also directly owns an additional 1,450 shares.

(4)	Based upon information obtained from a Schedule 13G/A filed with the Securities and Exchange Commission on February 8, 2022, Dimensional Fund Advisors L.P. has the power to vote 679,986 shares and dispositive power over 699,483 shares.

(5)

Based upon information obtained from a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2022, Mill Road Capital III, L.P., Mill Road Capital III GP, LLC, and Thomas E. Lynch have the power to vote and dispositive power over 680,469 shares. Shares reported are held by Mill Road Capital III, L.P. Thomas E. Lynch is a management committee director of Mill Road Capital III GP, LLC, the general partner of Mill Road Capital III, L.P.

PROPOSAL 1: ELECTION OF DIRECTORS

The number of directors constituting the Board has been fixed at eight in accordance with the Company’s bylaws. Under the Company’s bylaws, directors are elected at each annual meeting and hold office for a one-year term or until their respective successors are elected and have qualified. The terms of all eight of our current directors expire at the 2022 Annual Meeting, and thus eight directors will be elected for a one-year term at the 2022 Annual Meeting. All of our director nominees are current directors. Each nominee has consented to being named in the Proxy Statement and has agreed to serve as a member of the Board of Directors, if elected.

In the absence of specifications to the contrary, proxies will be voted for the election of each of the eight nominees listed in the table below, and an equal number of votes will be cast for each nominee. In no case will proxies be voted for more than eight nominees. The persons who receive the highest number of votes for election at the Annual Meeting will be elected as directors. If, at or before the time of the meeting, any of the nominees becomes unavailable for any reason, the proxy holders have the discretion to vote for a substitute nominee or nominees. The Board currently knows of no reason why any of the nominees listed below is likely to become unavailable.

NOMINEES, DIRECTORS, AND EXECUTIVE OFFICERS

Directors and Nominees:

FRANKLIN N. SAXON has been employed by the Company since 1983, serving in various capacities, including chief financial officer from 1985 to 1998. In 1998, Mr. Saxon was elected president, Culp Velvets/Prints division. From 2001 through 2004, Mr. Saxon served as executive vice president, chief financial officer, and president, Culp Velvets/Prints division. The Board elected Mr. Saxon president and chief operating officer of the Company in 2004. He was named chief executive officer in 2007 and was elected as vice chairman of the Board in 2018. In April 2019, the Board elected Mr. Saxon as chairman of the Board, and effective January 1, 2020, he was named as executive chairman of the Company. Effective September 1, 2022, Mr. Saxon’s role with the Company is changing to non-executive chairman of the Board, as he will no longer be a full time employee or executive officer of the Company and he will less involved in day to day management.

Mr. Saxon brings extensive business, managerial, and leadership experience to the Board. With over 39 years of experience with the Company, Mr. Saxon provides the Board with a vital understanding and appreciation of the Company’s business. His strong leadership skills have been demonstrated through his services as chief executive officer from 2007 through 2019 and his service as a director since 1987, including as chairman beginning in 2019. Mr. Saxon also has extensive financial management expertise, having worked in public accounting before joining the Company, and serving as the Company’s chief financial officer for many years.

ROBERT G. CULP, IV has been employed by the Company since 1998 and has served in various capacities, including president of the Culp Home Fashions Division from 2004 to 2019. The Board elected Mr. Culp as chief operating officer of the Company in October 2018 and as president of the Company in March 2019. He was elected by the Board as president and chief executive officer of the Company effective January 1, 2020.

Mr. Culp has very strong knowledge about the Company and its business, having been employed with the Company for more than 23 years. He developed management and executive skills in a number of leadership roles in the Company before his role as president and CEO, as well as significant knowledge of the bedding and furniture industries.

JOHN A. BAUGH, CFA, is the Vice President of Investor Relations for PROG Holdings, Inc., a publicly traded fintech holding company that provides transparent and competitive payment options to consumers. Prior to joining PROG Holdings in September 2020, Mr. Baugh was a sell-side analyst with Stifel Financial, serving as Managing Director, Senior Equity Research from 2005 – 2020. He also served as a sell-side analyst for Legg Mason Securities from 2004 – 2005 and Wheat First Union/Wachovia Securities from 1983 - 2004. During his 37 years as an analyst on Wall Street, Mr. Baugh covered industry spaces including home furnishings, retail, building products, and lease-to-own, including coverage of the Company and many of its largest customers during much of this time.

Mr. Baugh brings to the Company a deep understanding of capital markets and institutional investing, as well as substantial knowledge about the furniture and bedding industries, both domestic and international. He has a strong knowledge about the Company and its business, as well as the business of several of the Company’s largest customers, based on his long tenure as a sell-side analyst covering the home furnishings industry.

PERRY E. DAVIS is the retired executive vice president and president of the Residential and Industrial Product segments for Leggett & Platt, Incorporated, a diversified manufacturer that designs and produces engineered products found in most homes and automobiles. Mr. Davis joined Leggett & Platt, Incorporated in 1981 and served in various capacities within the Bedding Group, including president of U.S. Spring from 2004 to 2005, president of the Bedding Group from 2006 to 2012, president of the Residential

Products segment from 2012 until his retirement in February 2020, and president of the Industrial Products segment from 2017 until his retirement in February 2020.

Mr. Davis brings to the Company deep knowledge and extensive experience in the bedding and furniture industries, both domestic and international, and has substantial executive leadership and management experience gained through his long tenure with Leggett & Platt, Incorporated.

SHARON A. DECKER is president of Tryon Equestrian Partners, Carolina Operations, an investment group responsible for the development and operation of a premiere sports complex and resort in western North Carolina. Prior to holding this position, she served as chief operating officer of Tryon Equestrian Partners, Carolina Operations, from September 2015 to April 2020. Prior to that, she served as president of NURAY Media, a media preservation company, from January 2015 until August 2015, and served as Secretary of Commerce for the State of North Carolina from January 2013 until December 2014. Ms. Decker served as chief executive officer of The Tapestry Group, a non-profit organization, from September 2004 to January 2013, and has served as the chief executive officer of North Washington Street Properties, a community redevelopment company, since October 2004. Ms. Decker served as president of The Tanner Companies, a direct marketer of women’s apparel, from August 2002 to September 2004, and president of Doncaster, a division of The Tanner Companies, from August 1999 to July 2002. Ms. Decker also served as president and chief executive officer of the Lynnwood Foundation, which created and managed a conference facility and leadership institute, from 1997 until 1999. From 1980 until 1997, she served Duke Energy Corporation, an electric power holding company, in various capacities, including as corporate vice president and in various strategic areas from marketing and community relations to customer service. Ms. Decker currently serves on the board of directors of Coca-Cola Consolidated, Inc., a nonalcoholic beverage maker and distributor; on the Board of Trustees of the University of North Carolina at Charlotte; and on the board of directors of CTE, the largest provider of construction, industrial, and other related equipment in the Southeast. She previously served as a director of SCANA Corporation, a diversified utility company, from 2006 to 2013 and from 2015 to 2018, and on the board of directors of Family Dollar Stores, Inc., a discount retailer, from 1999 to 2015.

Ms. Decker brings to the Company extensive business, leadership, and financial management experience from the numerous positions she has held across a broad range of fields, including large public companies and non-profit organizations. Her diverse executive, marketing, and economic development experience, as well as her extensive experience serving on multiple corporate boards, provides a valuable perspective on operational and governance matters.

KIMBERLY B. GATLING is a partner and the Chief Diversity and Inclusion Officer at the law firm of Fox Rothschild LLP (formerly Smith Moore Leatherwood LLP). She has been a partner at the firm since 2008 and has served as the Chief Diversity and Inclusion Officer for all of the firm’s 27 offices since 2020. Ms. Gatling is a United States Registered Patent Attorney and a North Carolina State Certified Trademark Specialist. Her legal practice is focused on intellectual property and information technology, including protection and enforcement of patents, trademarks, and copyrights; counseling clients on data protection and privacy, computer and internet related issues, and regulatory matters pertaining to product packaging, labeling, and advertising; and drafting and negotiating intellectual property license agreements, sponsored research agreements, joint development agreements, and software development and license agreements. Over the course of her legal career, she has counseled a variety of clients in the textile industry, and in her role as Chief Diversity and Inclusion Officer, she serves as part of the firm’s leadership team and develops strategies that increase and promote a diverse workforce and inclusive environment at all levels of the firm. Throughout Ms. Gatling’s professional career, she has also invested in her community through service and leadership with various entities. Ms. Gatling is the Chair of the Board of Directors for the Cone Health Foundation, having served on the Board of Directors since 2015 (currently serving as Vice-Chair). She also serves as an Associate Director for Truliant Federal Credit Union, wherein she serves on the Governance Committee, and as a Trustee for North Carolina A&T State University, wherein she serves on the Governance Committee and the Advancement and External Affairs Committee. In prior roles, Ms. Gatling served on the Board of Directors of the United Way of Greater Greensboro from 2008 – 2021, including as Chair from 2019 – 2021. In this role, Ms. Gatling oversaw the development of a comprehensive strategic plan and led a national search for a new CEO. She additionally served in various other leadership roles during her tenure, including as a member of the Governance Committee, Finance Committee, and Community Impact Committee. Ms. Gatling also previously served on the Board of Directors for Habitat for Humanity, in which she chaired the Audit Committee, and the Gateway Research center, in which she served as Vice Chair and chaired the Governance Committee.

Ms. Gatling’s legal and business experiences bring to the Company a robust skillset including extensive corporate governance and legal knowledge, regulatory compliance experience, board leadership and collaboration, strategic planning and management, data protection, technological innovation, product development, intellectual property protection and enforcement strategy, and marketing and advertising expertise. She has also developed experience in the textile industry through her legal work with various industry clients over the course of her career.

JONATHAN L. KELLY is the founder and chief executive officer of Asymmetric Holdings Worldwide, a Greensboro, North Carolina-based investment holding company focused on investment strategy and capital allocation. Mr. Kelly has spent over two

decades working with closely held multinational firms and their family offices on principal investment, M&A, and capital allocation strategies, including previously with Orient Global, Koch Industries, Abu Dhabi National Energy Company, HBK Investments, and the Heinz family. Over the course of his career, he has designed capital allocation strategies for family enterprises on three continents (Asia, Europe, and North America). He has also served on the board of directors of Quintet, a U.S.-based operator of limited service restaurants, Grupo SALA, a pan Latin American specialty waste portfolio company of ACON Investments, and Viet Thai International JSC, an ASEAN-based consumer conglomerate. Mr. Kelly is also a member of the Young Presidents’ Organization (YPO) and the National Association of Corporate Directors (NACD).

Mr. Kelly brings to the Company deep knowledge and experience in investment and capital allocation strategy, financial management, strategic planning, and global M&A and turnaround opportunities within the context of capital allocation strategy across market cycles. Through his private company governance roles in Asia and South America, he also brings an understanding of the complex legal, regulatory, and finance issues facing international businesses, and is NACD Directorship Certified™.

FRED A. JACKSON is the retired chief executive officer of American & Efird LLC, a global manufacturer of sewing, thread, embroidery thread, and technical textiles. He served American & Efird for 38 years in various positions before his retirement from the CEO position in September 2015, and his retirement as non-executive chairman for the Advisory Board of American & Efird Global, L.P. in May 2018.

Mr. Jackson brings to the Company extensive experience and knowledge in textiles and related industries, both domestic and international, and has significant financial management and executive leadership experience gained through his long tenure with American & Efird LLC, including its international subsidiaries and joint ventures, and leadership positions in textile industry trade associations.

Non-Director Executive Officers:

KENNETH R. BOWLING joined the Company in 1997 as controller for the Culp Velvets/Prints division. He was promoted to corporate controller in 2001 and was named corporate controller and assistant treasurer in 2002. In 2004, he was promoted to vice president, finance and treasurer. Mr. Bowling became the Company’s chief financial officer in 2007 and corporate secretary in 2008, and he was named senior vice president in 2016. In 2019, Mr. Bowling was named executive vice president.

CASSANDRA J. BROWN has been employed by the Company since 1983 and has served in various capacities. Ms. Brown was named as chief financial officer of the Culp Home Fashions division in 2007, and she was promoted to executive vice president of the division in January of 2019. The Board named Ms. Brown as president of the Culp Home Fashions division in January of 2020.

BOYD B. CHUMBLEY has been employed by the Company since 1984 and has served in various capacities. Mr. Chumbley was named senior vice president – operations in 2007, and he was promoted to executive vice president of the Culp Upholstery Fabrics division in July of 2014. The Board elected Mr. Chumbley as president of the Culp Upholstery Fabrics division in 2016.

ASHLEY C. DURBIN joined the Company in 2019 as vice president, general counsel and corporate secretary. Previously, Ms. Durbin was a partner at the law firm of Robinson, Bradshaw & Hinson, P.A. in Charlotte North Carolina, a firm with which she was associated since 2008.

THOMAS B. GALLAGHER, JR. joined the Company in 2005 as assistant controller. He was promoted to controller in 2006, and in 2007, he was named corporate controller, assistant treasurer and assistant secretary. In 2021, Mr. Gallagher was elected as vice president of finance, assistant treasurer and assistant secretary. Previously he had been senior audit manager with the accounting firm of BDO Seidman, LLP.

TERESA A. HUFFMAN has been employed by the Company since 1986 and has served in various capacities. Ms. Huffman was named as vice president, human resources for the Company in February 2008, and was promoted to senior vice president, human resources in 2019. In July of 2021, she became an executive officer of the Company, and in July of 2022, she was named senior vice president, chief human resources officer.

The following table sets forth certain information with respect to the nominees for election to the Board of Directors, persons who were directors and executive officers of the Company as of July 28, 2022, and all executive officers, directors, and nominees of the Company as a group, a total of 14 persons, as of July 28, 2022:

Name and Age	Position with Company (1)	Year Became Director	Year Term Expires	Shares and Percent of Common Stock Beneficially Owned As of July 28, 2022 (2)	Notes
Directors, Nominees, and Executive Officers

Franklin N. Saxon, 70	Executive Chairman, Director	1987	2022	106,938*	(3)

Robert G. Culp, IV, 51	President and Chief Executive Officer, Director	2020	2022	271,540 2.2%	(4)

John A. Baugh, 61	Director	2021	2022	11,404*

Perry E. Davis, 63	Director	2019	2022	18,715*

Sharon A. Decker, 65	Director	2019	2022	14,282*

Kimberly B. Gatling, 47	Director	2021	2022	7,404*

Fred A. Jackson, 72	Director	2016	2022	53,022*

Jonathan L. Kelly, 42	Director	2021	2022	26,108*

Kenneth R. Bowling, 60	Executive Vice President, Chief Financial Officer and Treasurer	N/A	N/A	35,492*	(5)

Boyd B. Chumbley, 65	President, Culp Upholstery Fabrics Division	N/A	N/A	53,717*	(6)

Cassandra J. Brown, 56	President, Culp Home Fashions Division	N/A	N/A	12,164*

Ashley C. Durbin, 42	Vice President, General Counsel and Corporate Secretary	N/A	N/A	13,059*	(7)

Thomas B. Gallagher, Jr., 50	Vice President of Finance Assistant Treasurer and Assistant Secretary	N/A

SEC Form DEF 14A filed by Culp Inc.