UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 2504, 2024

Culp, Inc.

(Exact name of Registrant as Specified in Its Charter)


North Carolina	1-12597	56-1001967
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1823 Eastchester Drive
High Point, North Carolina		27265
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 336 889-5161

   

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.05 per share	CULP	The New York Stock Exchange

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~~This 5report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934).03 Such statements are inherently subject to risks and uncertainties that may cause actual events and results to differ materially from such statements. Forward-looking ~~Amendments~~statements are statements that include projections, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “will,” “may,” “should,” “could,” “potential,” “continue,” “target,” “predict”, “seek,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to ~~Articles~~statements about expectations, projections, or trends for our future operations, strategic initiatives and plans, restructuring actions, production levels, new product launches, sales, profit margins, profitability, operating (loss) income, capital expenditures, working capital levels, cost savings (including, without limitation, anticipated cost savings from restructuring actions), income taxes, SG&A or other expenses, pre-tax (loss) income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding dividends, share repurchases, liquidity, use of ~~Incorporation~~cash and cash requirements, ending cash balances and cash positions, borrowing capacity, investments, potential acquisitions, cash and non-cash restructuring and restructuring-related charges, expenses, and/or ~~Bylaws;~~credits, ~~Change~~net inproceeds ~~Fiscal~~from ~~Year~~restructuring related asset dispositions, future economic or industry trends, public health epidemics, or future developments. There can be no assurance that we will realize these expectations or meet our guidance, or that these beliefs will prove correct.

OnFactors ~~September~~that 26could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, ~~2024~~consumer confidence, trends in disposable income, and general economic conditions. Decreases in these economic indicators could have a negative effect on our business and prospects. Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the ~~Board~~general rate of ~~Directors~~inflation, (could affect us adversely. The future performance of our business depends in part on our success in conducting and finalizing acquisition negotiations and integrating acquired businesses into our existing operations. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, including changes in U.S. trade enforcement priorities, or changes in the ~~“Board”)~~value of ~~Culp~~the U.S. dollar versus other currencies, ~~Inc~~could affect our financial results because a significant portion of our operations are located outside the United States. (Strengthening of the ~~“Company”)~~U.S. ~~approved~~dollar ~~amendments~~against toother currencies could make our products less competitive on the ~~Company’s~~basis ~~Amended~~of price in markets outside the United States, and ~~Restated~~strengthening ~~Bylaws~~of currencies in Canada and China can have a negative impact on our sales of products produced in those places. In addition, because our foreign operations use the U.S. dollar as ~~amended~~their (functional currency, changes in the ~~“A&R~~exchange ~~Bylaws”)~~rate between the local currency of those operations and the U.S dollar can affect our reported profits from those foreign operations. Also, economic or political instability in ~~connection~~international ~~with~~areas could affect our operations or sources of goods in those areas, as well as demand for our products in international markets. The impact of public health epidemics on employees, customers, suppliers, and the ~~Securities~~global economy, such as the recent coronavirus pandemic, could also adversely affect our operations and ~~Exchange~~financial ~~Commission~~performance. ~~rules~~In ~~under~~addition, the ~~Securities~~impact ~~Exchange~~of ~~Act~~potential asset impairments, including impairments of ~~1934~~property, plant, and equipment, inventory, or intangible assets, as ~~amended~~well (as the ~~"Exchange~~impact ~~Act")~~of valuation allowances applied against our net deferred income tax assets, ~~regarding~~could ~~universal~~affect ~~proxy~~our ~~cards~~financial results. Increases in freight costs, labor costs, and araw ~~periodic~~material ~~review~~prices, including increases in market prices for petrochemical products, can also significantly affect the prices we pay for shipping, labor, and raw materials, respectively, and in turn, increase our operating costs and decrease our profitability. Also, our success in diversifying our supply chain with reliable partners to effectively service our global platform could affect our operations and adversely affect our financial results. Finally, the future performance of ~~corporate~~our ~~governance~~business also depends on our ability to successfully restructure our mattress fabric operations and return the segment to profitability. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our most recent Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission.

~~The~~Many ~~A&R~~of ~~Bylaws~~these factors are macroeconomic in nature and are, ~~among~~therefore, ~~other~~beyond ~~things:~~our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results,

Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules"), including requiring: (a) the shareholder’s nomination notice to include a representation that it intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; (b) the shareholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the shareholder meeting; and (c) the shareholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board. (Article 2~~, Sections 2.16, 2.17, and 2.18)~~

~~Move~~performance or achievements may vary materially from those described in this report and the ~~deadline~~exhibits ofattached ~~shareholder’s~~hereto ~~advance~~as ~~notice~~anticipated, ~~from~~believed, ~~not~~estimated, ~~less~~expected, ~~than~~intended, ~~sixty~~planned ~~(60)~~or ~~days~~projected. ~~nor~~The ~~more~~forward-looking ~~than~~statements ~~ninety~~included ~~(90)~~in ~~days~~this ~~prior~~report toand anthe ~~annual~~exhibits ~~meeting~~attached hereto are made only as of ~~shareholders~~the todate ~~not~~of ~~less~~of ~~than~~this ~~ninety~~report. ~~(90)~~Unless ~~days~~required ~~nor~~by ~~more~~United ~~than~~States ~~one~~federal ~~hundred~~securities ~~and~~laws, ~~twenty~~we ~~(120)~~neither ~~days~~intend ~~prior~~nor assume any obligation to ~~the~~update ~~one~~these forward-~~year~~looking ~~anniversary~~statements offor ~~the~~any ~~preceding~~reason ~~year’s~~after ~~annual~~the ~~meeting~~date of ~~shareholders~~this report to ~~align~~conform ~~with~~these ~~such~~statements ~~deadline~~to asactual ~~prescribed~~results byor ~~similarly~~to ~~situated~~changes ~~public~~in ~~companies~~our expectations. ~~(Article~~A 2forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, ~~Sections~~and 2those future events or circumstances may not occur.15 Additional risks and ~~2.16)~~uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations or financial results.

Enhance the informational and procedural requirements in connection with shareholder proposals and shareholder director nominations, including: (a) requiring additional information about the shareholder making the director nomination or proposal; (b) requiring additional information about the shareholder proposed business and/or director nominee; and (c) providing that the number of nominees a shareholder may nominate for election at a meeting of shareholders may not exceed the number of directors to be elected at such meeting. (Article 2, Sections 2.15 and 2.16)3

~~Clarify~~Item ~~the~~2.02 ~~powers~~– Results of ~~the~~Operations ~~Board in determining the date~~ and ~~time~~Financial ~~of an annual meeting of shareholders of the Company (Article 2, Section 2.2)~~Condition

~~Clarify~~On ~~the~~December ~~powers~~4, of2024, ~~the~~we ~~chair~~issued of a ~~shareholder~~news ~~meeting,~~release ~~including~~to ~~with~~announce ~~respect~~our tofinancial ~~the~~results ~~chair’s~~for ~~ability~~our tosecond ~~prescribe~~quarter ~~rules~~ended ~~and~~October ~~regulations~~27, ~~for~~2024. ~~the~~A ~~conduct~~copy of the ~~meeting,~~news ~~and~~release ~~how such person~~ is ~~designated~~attached hereto as ~~the~~Exhibit ~~chair of a shareholder meeting~~99. ~~(Article 2, Section 2~~1.8)

~~Make~~The ~~various~~information ~~other~~set ~~updates,~~forth ~~including~~in ~~ministerial~~this ~~and~~Item ~~conforming~~2.02 ~~changes~~of this Current Report, and ~~changes~~in Exhibit 99.1, is intended to ~~clarify~~be “furnished” under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for the ~~Company’s~~purposes ~~ability~~of toSection ~~conduct~~18 ~~business~~of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by ~~means~~reference in any filing under the Securities Act of ~~remote~~1933, ~~communication~~as amended, except as shall be expressly set forth by specific reference in such filing.

The ~~foregoing~~news ~~description~~release contains adjusted income statement information for the three and six month periods ending October 27, 2024, and October 29, 2023, respectively, which disclose adjusted loss from operations, a non-U.S. GAAP performance measure that eliminates items which are not expected to occur on a recurring or regular basis. For the three and six month periods ending October 27, 2024, these items include, as applicable for the period presented, restructuring related charges and restructuring expense associated with the gradual discontinuation of the ~~A&R~~mattress ~~Bylaws~~fabrics ismanufacturing ~~qualified~~operations in ~~its~~Quebec, ~~entirety~~Canada, bythe process of selling the ~~full~~facility ~~text~~located in Quebec, Canada, and the relocation of certain equipment from Quebec, Canada, to Stokesdale, North Carolina; restructuring expense associated with consolidation of the ~~A&R~~mattress ~~Bylaws~~fabrics ~~filed~~sewn cover operation in Haiti from two buildings into one building; and restructuring expense associated with the rationalization of the upholstery fabrics finishing operation located in Shanghai, China. For the three and six month period ending October 29, 2023, these items include, as ~~Exhibit~~applicable 3for the period presented, a restructuring-related credit, restructuring related charges, and restructuring expense associated with the discontinued production of cut and sewn upholstery kits in Ouanaminthe, Haiti.1 ~~hereto~~The company has included this adjusted information in order to show operational performance excluding the effects of items not expected to occur on a recurring or regular basis. Details of these calculations and ~~incorporated~~a ~~herein~~reconciliation byto ~~reference~~information from our U.S. GAAP financial statements are set forth in the news release. Management believes this presentation aids in the comparison of financial results among comparable financial periods. Management uses adjusted income statement information in evaluating the financial performance of our overall operations and business segments. Also, adjusted income statement information is used as a performance measure in our incentive-based executive compensation program. We note, however, that this adjusted income statement information should not be viewed in isolation or as a substitute for loss from operations calculated in accordance with U.S. GAAP.

~~Item~~The 5news release contains disclosures about our net cash, which is a non-U.07S. ~~Submission~~GAAP liquidity measure that we define as cash and cash equivalents (which we sometimes refer to as “cash”) plus investments that are available to fund operations minus the total amount of ~~Matters~~outstanding borrowings under our lines of credit or other debt instruments. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe this non-GAAP measure is useful to investors as it provides a ~~Vote~~way to compare our cash position across periods on a consistent basis, regardless of ~~Security~~the ~~Holders~~impact of financing activities. Net cash should not be viewed in isolation by investors and should not be used as a substitute for GAAP measures of liquidity.

OnThe ~~September~~news ~~25,~~release ~~2024,~~contains ~~Culp~~disclosures about free cash flow, ~~Inc~~a non-U.S. GAAP liquidity measure that we define as net cash (~~the~~used ~~“Company”~~in) ~~held~~provided ~~its~~by ~~annual~~operating ~~meeting~~activities, less cash capital expenditures and any payments on vendor-financed capital expenditures, plus any proceeds from sale of ~~shareholders. At~~property, ~~the~~plant, ~~meeting~~and equipment, ~~the~~plus ~~Company’s~~proceeds ~~shareholders:~~from ~~(i)~~note ~~elected~~receivable, ~~each~~plus proceeds from the sale of investments associated with our rabbi trust, less the ~~seven~~purchase ~~persons~~of ~~listed~~investments ~~below~~associated ~~under~~with ~~Proposal~~our 1rabbi totrust, ~~serve~~and asplus aor ~~director~~minus the effects of foreign currency exchange rate changes on cash and cash equivalents, in each case to the ~~Company~~extent ~~until~~any such amount is incurred during the ~~2025~~period ~~annual~~presented. ~~meeting,~~Details orof ~~until~~these ~~their~~calculations ~~successors~~and a reconciliation to information from our U.S. GAAP financial statements are ~~elected~~set ~~and~~forth ~~qualified;~~in ~~(ii)~~the ~~ratified~~news release. Management believes the ~~appointment~~disclosure of ~~Grant~~free ~~Thornton~~cash ~~LLP~~flow asprovides ~~the~~useful ~~independent~~information ~~auditors~~to investors because it measures our available cash flow for potential debt repayment, stock repurchases, dividends, additions to cash and investments, or other corporate purposes. We note, however, that not all of the ~~Company~~company’s free cash flow is available for ~~fiscal~~discretionary ~~2025;~~spending, as we may have mandatory debt payments and ~~(iii)~~other ~~voted~~cash requirements that must be deducted from our cash available for afuture ~~resolution~~use. ~~approving~~In operating our business, onmanagement anuses ~~advisory~~free ~~basis,~~cash ~~the~~flow ~~compensation~~to ~~paid~~make decisions about what commitments of cash to ~~the~~make ~~Company’s~~for ~~named~~operations, ~~executive~~such ~~officers~~as capital expenditures (aand ~~“Say-on-Pay”~~possible ~~vote~~financing arrangements for these expenditures)~~. The~~, ~~following~~purchases ~~information~~of ~~sets~~inventory ~~forth~~or ~~the~~supplies, ~~results~~SG&A expenditure levels, compensation, and other commitments of ~~the~~cash, ~~voting~~while atstill ~~the~~allowing ~~annual~~for ~~meeting:~~adequate cash to meet known future commitments for cash, such as debt repayment, and also for making decisions about dividend payments and share repurchases.

~~Proposal~~The 1:news Torelease ~~elect~~contains ~~seven~~disclosures ~~directors~~about toour ~~serve~~Adjusted ~~until~~EBITDA, ~~the~~which ~~2025~~is ~~annual~~a ~~meeting~~non-U.S. ofGAAP ~~shareholders~~performance measure that reflects net (loss) income excluding income tax expense (benefit), net interest income, and restructuring expense or ~~until~~credit ~~their~~and ~~successors~~restructuring ~~are~~related ~~elected~~charges or credits, as well as depreciation and ~~qualified~~amortization expense, and stock-based compensation expense. This measure also excludes other non-recurring charges and credits associated with our

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~~business, 2:if Toand ~~ratify~~to the ~~appointment~~extent any such amount is incurred during the period presented. Details of ~~Grant~~these ~~Thornton~~calculations ~~LLP~~and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe presentation of Adjusted EBITDA is useful to investors because earnings before interest income and expense, income taxes, depreciation and amortization, and similar performance measures that exclude certain charges from earnings, are often used by investors and financial analysts in evaluating and comparing companies in our industry. We note, however, that such measures are not defined uniformly by various companies, with differing expenses being excluded from net income to calculate these performance measures. For this reason, Adjusted EBITDA should not be viewed in isolation by investors and should not be used as a substitute for net income (loss) calculated in accordance with GAAP, nor should it be used for direct comparisons with similarly titled performance measures reported by other companies. Use of Adjusted EBITDA as an analytical tool has limitations in that this measure does not reflect all expenses that are necessary to fund and operate our business, including funds required to pay taxes, service our debt, and fund capital expenditures, among others. Management uses Adjusted EBITDA to help it analyze the ~~Company~~company’s ~~independent~~earnings ~~auditors~~and ~~for~~operating ~~fiscal~~performance, ~~2025~~by excluding the effects of expenses that depend upon capital structure and debt level, tax provisions, and non-cash items such as depreciation, amortization and stock-based compensation expense that do not require immediate uses of cash.

For		Against		Abstain		Broker Non-Votes
10,730,032		11,714		9,172		—

The news release contains disclosures about return on capital employed for both the entire company and for individual business segments. We define return on capital employed as adjusted operating income (loss) (measured on a trailing twelve-month basis) divided by average capital employed (excluding intangible assets related to acquisitions at the divisional level only). Adjusted operating income (loss) excludes certain charges or credits that are not expected to occur on a recurring or regular basis, if applicable for the period presented. Average capital employed is calculated over rolling five fiscal periods, depending on which quarter is being presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe return on capital employed is an accepted measure of earnings efficiency in relation to capital employed, but it is a non-U.S. GAAP performance measure that is not defined or calculated in the same manner by all companies. This measure should not be considered in isolation or as an alternative to net income (loss) or other performance measures, but we believe it provides useful information to investors by comparing the adjusted operating income (loss) we produce to the net asset base used to generate that income (loss). Also, adjusted operating income (loss) on a trailing twelve-months basis does not necessarily indicate results that would be expected for the full fiscal year or for the following twelve months. We note that, particularly for return on capital employed measured at the segment level, not all assets and expenses are allocated to our operating segments, and there are assets and expenses at the corporate (unallocated) level that may provide support to a segment’s operations and yet are not included in the assets and expenses used to calculate that segment’s return on capital. Thus, the average return on capital employed for the company’s segments will generally be different from the company’s overall return on capital employed. Management uses return on capital employed to evaluate the company’s earnings efficiency and the relative performance of its segments.

~~Proposal~~Item 3:7.01 ~~Advisory~~Regulation ~~vote~~FD ~~on the Company’s named executive officers’ compensation as disclosed in the 2024 Proxy Statement (Say-on-Pay)~~Disclosure

For		Against		Abstain		Broker Non-Votes
7,728,065		1,643,369		26,322		1,353,162

On December 4, 2024, we posted a restructuring presentation to our website at https://culpinc.gcs-web.com/ (the "Restructuring Presentation"). A copy of the Restructuring Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. We expect to use the Restructuring Presentation from time to time, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

~~Item~~The ~~9.01~~information ~~Financial~~contained ~~Statements~~in the Restructuring Presentation is summary information that should be considered within the context of the company's filings with the Securities and ~~Exhibits~~Exchange Commission ("SEC") and other public announcements the company may make by press release or otherwise from time to time. The Restructuring Presentation speaks only as of the date of this Current Report on Form 8-K. We undertake no duty or obligation to publicly update or revise the information contained in the Restructuring Presentation, including, without limitation, any targets, estimates, goals, or other forward-looking statements, although we may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure.

~~(d)~~The Restructuring Presentation contains statements intended as "forward-looking ~~Exhibits~~statements" that are subject to the cautionary statements about forward-looking statements set forth on page 2 of the Restructuring Presentation. By furnishing the information contained in this Current Report on Form 8-K, including Exhibit 99.2, we make no admission as to the materiality of any such information.

The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 (d) – Exhibits

EXHIBIT INDEX

Exhibit Number		Exhibit
3.1		Amended and Restated Bylaws of Culp, Inc., effective as of September 26, 2024
99.1		News Release dated December 4, 2024
99.2		Restructuring Presentation
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~~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. BowlingExecutive Vice President and Chief Financial Officer


		CULP, INC. (Registrant)

		By:	/s/ Kenneth R. Bowling
			Chief Financial Officer
			(principal financial officer and principal accounting officer)

Dated December 4, 2024

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