Culp (CULP) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held on September 25, 2024, to elect seven directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of July 29, 2024, are entitled to vote, with 12,469,903 shares outstanding.

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

• The board is reducing its size from nine to seven members, with a focus on diversity, independence, and governance best practices.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as auditor for fiscal 2025, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2025 meeting by April 24, 2025, and must follow SEC and bylaw requirements.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Five of seven director nominees are independent; 29% are women and 14% are racially diverse.

• The board has a lead independent director, annual elections, and no classified board.

• All board committees (audit, compensation, governance) are 100% independent.

• The board conducts annual self-evaluations and maintains stock ownership guidelines.

• A cooperation agreement with 22NW Fund, LP led to the appointment of Alexander B. Jones as a director.