Culp (CULP) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held on September 24, 2025, to elect eight directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of July 29, 2025, are entitled to vote, with 12,605,306 shares outstanding.

• Voting can be done in person, by proxy, online, or by phone, and materials are distributed electronically per SEC rules.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Grant Thornton LLP as auditor for fiscal 2026, and a non-binding say-on-pay vote.

• The board recommends voting FOR all director nominees, FOR auditor ratification, and FOR the say-on-pay proposal.

• Shareholders may submit proposals for the 2026 meeting by April 17, 2026, and must comply with advance notice requirements.

Board of directors and corporate governance

• The board consists of eight members, with six independent directors and a lead independent director.

• Board committees (Audit, Compensation, Governance/Nominating) are fully independent.

• Diversity is emphasized: 25% women, 13% racially diverse, average age 58.

• No classified board, no poison pill, and one class of shares with equal voting rights.

• Recent cooperation agreements with 22NW Fund, LP led to board nominations and a new Strategy Committee.