Culp Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 26, 2024, the Board of Directors (the “Board”) of Culp, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws, as amended (the “A&R Bylaws”), in connection with the Securities and Exchange Commission rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding universal proxy cards, and a periodic review of corporate governance matters.
The A&R Bylaws, among other things:
The foregoing description of the A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 25, 2024, Culp, Inc. (the “Company”) held its annual meeting of shareholders. At the meeting, the Company’s shareholders: (i) elected each of the seven persons listed below under Proposal 1 to serve as a director of the Company until the 2025 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 2025; 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 seven directors to serve until the 2025 annual meeting of shareholders, or until their successors are elected and qualified
Director Nominee |
|
Shares Voted For |
|
Shares Withheld |
|
Broker Non-Votes |
John A. Baugh |
|
7,737,896 |
|
1,659,860 |
|
1,353,162 |
Robert G. Culp, IV |
|
7,768,950 |
|
1,628,806 |
|
1,353,162 |
Sharon A. Decker |
|
7,721,523 |
|
1,676,233 |
|
1,353,162 |
Kimberly B. Gatling |
|
7,709,311 |
|
1,688,445 |
|
1,353,162 |
Fred A. Jackson |
|
7,733,830 |
|
1,633,926 |
|
1,353,162 |
Alexander B. Jones |
|
9,350,348 |
|
47,408 |
|
1,353,162 |
Franklin N. Saxon |
|
7,117,527 |
|
2,280,229 |
|
1,353,162 |
Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2025
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
10,730,032 |
|
11,714 |
|
9,172 |
|
— |
Proposal 3: Advisory vote on the Company’s named executive officers’ compensation as disclosed in the 2024 Proxy Statement (Say-on-Pay)
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
7,728,065 |
|
1,643,369 |
|
26,322 |
|
1,353,162 |
Item 9.01 Financial Statements and Exhibits.
(d) - Exhibits
EXHIBIT INDEX
Exhibit Number |
|
Exhibit |
|
|
|
|
Amended and Restated Bylaws of Culp, Inc., effective as of September 26, 2024 |
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 27, 2024 |
By: |
/s/ Kenneth R. Bowling |
|
|
|
Kenneth R. Bowling |