DEF 14A

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.)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
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☒	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)

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CULP Innovation Center at Congdon Yards

410 W. English Road, 5th Floor

High Point, North Carolina 27262

Telephone: (336) 889-5161

NOTICE OF 2025 ANNUAL MEETING

OF SHAREHOLDERS

To Our Shareholders:

Culp, Inc. (the “Company”) will hold its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s corporate offices located at CULP Innovation Center at Congdon Yards, 410 W. English Road, High Point, North Carolina 27262, on Wednesday, September 24, 2025, at 8:00 AM Eastern Time.

The purpose of the Annual Meeting is to:

(1)

Elect eight directors for a one-year term expiring as of our 2026 annual meeting of shareholders;

(2)

Ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal 2026;

(3)

Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement (“Say-on-Pay”); and

(4)

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

Only shareholders whose names appear of record on our books as of the close of business on July 29, 2025 (the "record date"), are entitled to notice of and to vote during the Annual Meeting or any adjournments thereof.

You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote by proxy over the Internet, by telephone or by completing the enclosed proxy card and signing, dating and returning the card at your earliest convenience. Voting over the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. In any event, you are entitled to revoke your proxy at any time before it is exercised.

We are electronically disseminating Annual Meeting materials to our shareholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Shareholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.


	By Order of the Board of Directors,



	JUSTIN M. GROW
	Vice President, General Counsel, and Corporate Secretary

August 15, 2025

* * * * * *

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on September 24, 2025: The Culp, Inc. Notice of Annual Meeting of Shareholders and Proxy Statement and the Culp, Inc. Fiscal Year 2025 Annual Report are available free of charge at www.culp.com and www.investorvote.com/CULP.

* * * * * *

2025 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 24, 2025		Election of eight directors
			Ratification of Grant Thornton as our independent auditors for fiscal 2026
Time:	8:00 AM Eastern Time		Advisory vote to approve executive compensation
			Transact other business that may properly come before the meeting
Place:	CULP Innovation Center at Congdon Yards 410 W. English Road High Point, North Carolina 27262

Record Date:	July 29, 2025

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.

Number of Shares Entitled to Vote:	The number of outstanding shares entitled to vote at the meeting is 12,605,306.

How to vote

See “General Information” (beginning on page 8) 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 12)	“FOR” each director nominee
Ratification of Grant Thornton as our independent auditors for fiscal 2026 (see page 56)	“FOR”
Advisory vote to approve executive compensation (see page 57)	“FOR”

Our director nominees

See “Proposal 1 – Election of Directors” (beginning on page 12) and “Corporate Governance” (beginning on page 18) for more information.

We are managed under the direction of our board of directors (the "Board of Directors" or "Board"), which is currently composed of eight members. The Board of Directors recommends that you vote “FOR” each of the eight nominees listed in the table below, which provides summary information about each nominee. A full description of each nominee’s skills, experience and qualifications begins on page 12. Each director is elected annually.


Name	Age	Director since	Occupation	Independent
Franklin N. Saxon	73	1987	Retired Executive Chairman, Culp, Inc.	No
Robert G. Culp, IV	54	2020	President & Chief Executive Officer, Culp, Inc.	No
John Douglas Collier	58	--	Retired Senior Vice President, Chief Commercial Officer & President International, La-Z-Boy Inc.	Yes
Kimberly B. Gatling	50	2021	Partner & Chief Cultural Engagement Officer, Fox Rothschild, LLP	Yes
Lynn D. Heatherton	55	--	Former Chief Financial Officer, Town & Country Living	Yes
Fred A. Jackson	75	2016	Retired Chief Executive Officer, American & Efird LLC	Yes
Alexander B. Jones	39	2024	Vice President, Senior Research Analyst, 22NW, LP	Yes
William L. Tyson	62	2025	Retired Head of M&A, Fifth Third Capital Markets	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	Collier	Gatling	Heatherton	Jackson	Jones	Saxon	Tyson
Financial Literacy
Strategic Planning
Industry Experience
Management Experience
International Experience
Finance/Accounting
Regulatory Compliance
Legal/Corporate Governance
Cybersecurity Experience
Merger/Acquisition Experience

Our Board 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. Our 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, and business experience. Our nominees for election to the Board of Directors consist of eight individuals 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
    13% of director nominees are racially diverse

         1 director nominee between 39-49
    4 director nominees between 50-59
    1 director nominee between 60-69
    2 director nominees 70+
    Average age: 58

          6 of 8 director nominees          	are independent

    

Governance Highlights

Our Board of Directors and management firmly embrace good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a meaningful 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 balance experience with fresh insights
		Lead independent director
		Six out of eight director nominees independent
		100% independent Audit, Compensation, and Corporate Governance/Nominating Committees
		Regular executive sessions of non-management 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 for directors and named executive officers
		Policy against hedging or pledging shares

Auditors

See “Audit Committee Report” (beginning on page 54) and “Proposal 2 – Ratification of Independent Auditor” (page 56).

We ask our shareholders to ratify the selection of Grant Thornton, LLP as our independent auditors for the fiscal 2026 year.

Executive Compensation Highlights

For more information, see “Executive Compensation” (beginning on page 24) and “Proposal 3 – Advisory vote on executive compensation” (page 57).

Our Board of Directors 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 executive compensation program is to reinforce key business and strategic objectives in support of long-term value creation. To accomplish this purpose, our fiscal 2025 program focused on the following:


		Embracing a pay-for-results philosophy, with total pay aligned with Company performance
		Attracting and retaining management with the knowledge, skills, and ability to lead the Company successfully Fairly compensating management for their services
		Aligning long-term interests of senior management with those of shareholders by providing long-term incentive award opportunities only in the form of performance-based restricted stock units tied to challenging performance goals for a three-year performance period, with any earned awards payable in stock following the three-year period and subject to adjustment based on the Company's three-year total shareholder return relative to industry peers
		Setting challenging performance goals for both long-term equity incentive program awards and short-term annual cash incentives
		Not making any changes to performance goals for outstanding short-term or long-term incentive awards despite significant industry and macroeconomic headwinds during the applicable performance period
		Maintaining a focus on earnings growth, return on capital, cash generation, balance sheet management, and shareholder return
		Continuing the freeze in base salary for the chief executive officer and also freezing the base salary of our other executive officers
		Maintaining base salaries of executive officers below the 50th percentile market level compared to the Company’s fiscal 2025 peer group, with the planned phase-in adjustment to compensation targets at the 50th percentile continuing to be paused in response to ongoing macroeconomic headwinds affecting the Company’s business
		Maintaining a planned and disciplined approach to managing our business and capital utilization
		Supporting prudent/calculated risk taking
		Providing only very limited perquisites
		Being more team-oriented than individual accountability-oriented
		Maintaining a balanced perspective between short-term and long-term incentives and goals

Summary of Practices for Fiscal 2025 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 generally resulting in little or no payout and superior performance leading to above-target payouts.	x	Do not provide excessive perquisites

Challenging performance targets – Fiscal 2025 annual cash incentive award opportunities were tied to measures of adjusted operating income (loss), adjusted operating cash flow, and revenue (net sales), key financial metrics that were critical to the Company’s strategic priorities during a period of continued uncertainty and headwinds relating to macroeconomic and industry conditions. In addition, a negative moderator of 40% was applied against any bonus earned for the adjusted operating cash flow and revenue components if the adjusted operating income (loss) for the applicable reporting unit was below a threshold level for the program, and no bonus could be earned if the adjusted operating income (loss) for the applicable reporting unit was significantly below the threshold level set for the program.	x	Do not have single-trigger vesting of equity-based awards upon a change in control

Align pay with longer-term Company performance success – Fiscal 2025 long-term equity incentive award opportunities included only performance-based restricted stock unit awards to align pay with longer-term Company performance success and align the long-term interests of management with those of shareholders.	x	Do not provide employment agreements

Executive and director stock ownership guidelines – We align the interests of our executive officers with the interests of our shareholders through requirements for our named executive officers and directors to own and/or 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 our Compensation Committee.

Our 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

The Company continued to face a difficult industry environment during fiscal 2025. The ongoing slowdown in demand for home furnishings, soft home sales, low discretionary spending on consumer durables, inflation concerns, the recent global trade negotiations and related tariff and other trade restriction measures, and general economic uncertainty all played a role in creating weakness in the domestic mattress and residential home furnishings markets. Our results for fiscal 2025 reflect these challenging conditions, with lower sales for the Company overall and for both of our operating segments compared to the prior fiscal year. Despite these external pressures, the Company, under the leadership of its executive officers, made substantial strides in reducing its cost structure and improving its operating efficiency to better navigate the continued difficult industry environment and position the Company to take advantage of any improvement in business conditions.

In fiscal 2025, the Company successfully completed the restructuring plan announced in May 2024 as planned. That restructuring effort was primarily focused within the Company's mattress fabrics segment and is expected to generate $10 to $11 million in annualized savings and operating improvements, with many of these benefits already manifesting in the Company’s fiscal 2025 fourth quarter results. The Company incurred total restructuring and restructuring-related expenses of $9.4 million in fiscal 2025, compared to $676,000 in fiscal 2024. These restructuring and related expenses, along with lower sales, drove a consolidated loss from operations of $(18.4) million for fiscal 2025, compared to a consolidated loss from operations of $(11.3) million for fiscal 2024. Excluding such restructuring and related expenses, the Company achieved an adjusted loss from operations of $(9.0) million for fiscal 2025, compared with an adjusted loss from operations of $(10.6) million for the prior year, which represents an approximately 15% year-over-year improvement in adjusted operating performance (adjusted operating income (loss) is a non-GAAP measure - see Appendix A for a reconciliation of adjusted operating income (loss) to the most directly comparable GAAP measure).

The Company’s fiscal 2025 annual cash incentive program tied award opportunities to measures of operating performance, cash flow, and revenue to focus participants on profitability, top line sales growth, cash generation and balance sheet management during a time of continued uncertainty due to the above-referenced industry and macroeconomic challenges. The specific performance measures to which fiscal 2025 cash incentive award opportunities were tied were annual adjusted operating income (loss), adjusted operating cash flow, and net sales, with a weighting of 60% for adjusted annual operating income (loss), 20% for adjusted operating cash flow, and 20% for net sales, in each case, of the applicable reporting unit. For executive officers in the executive shared services reporting unit (which includes corporate senior officers and managers), these measures were based on the consolidated performance of the entire Company. For our executive officer in the mattress fabrics division reporting unit, these measures were based on the performance of our mattress fabrics operating segment. Any earned award for the adjusted operating cash flow and/or net sales components was subject to a downward adjustment of 40% if the adjusted operating income (loss) was below a threshold level set for each of the applicable reporting units, and no bonus could be earned if the adjusted operating income (loss) was significantly below a threshold level set for each of the applicable reporting units. The target goals for each reporting unit were set above internal annual operating plan budgets and required significant year-over-year improvement for each reporting unit to achieve target payout. As such, the performance hurdles for each reporting unit were considered to be challenging in light of business conditions and expectations.

Despite the Company's improvement in adjusted operating income (loss) in fiscal 2025, neither the Company's overall operating performance nor that of the mattress fabrics reporting unit met any of the operating performance thresholds necessary for our executive officers to earn bonus payments in fiscal 2025. As such, no named executive officers received awards under the fiscal 2025 annual cash incentive program.

Long-term equity incentive awards that were previously granted under the long-term incentive compensation plan (LTIP) for a three-year period ended in fiscal 2025 consisted of a mix of 75% performance-based stock awards and 25% service-based stock awards for our chief executive officer and a mix of one-half performance-based stock awards and one-half service-based stock awards for all other executive officers. For each reporting unit, cumulative adjusted operating income (loss) over the three-year performance period for the applicable reporting unit was the metric for the performance-based stock awards. Operating results for each reporting unit during the applicable three-year period were below the threshold performance hurdle for these awards due primarily to the above-referenced industry and macroeconomic conditions. As a result, no performance-based stock awards eligible to vest in fiscal 2025 were earned by any of our executive officers.

Notably, our Compensation Committee did not alter or adjust the performance targets originally set under the fiscal 2025 annual cash incentive plan or under the above-referenced long-term equity incentive compensation plan to favorably benefit any participants despite greater-than-expected macroeconomic, industry, global trade/tariff and other headwinds faced by the Company during the applicable performance periods.

Our Compensation Committee determined that fiscal 2025 pay levels for executive officers were appropriate, aligned with our strategic objectives, and consistent with our pay-for-performance philosophy. This determination was based on our Compensation Committee’s

primary focus on profitability, top line sales growth, cash generation, and balance sheet management during fiscal 2025; and also taking into account that:

•

executive officer base salaries in fiscal 2025 were generally believed to be well below the 50th

SEC Form DEF 14A filed by Culp Inc.