CULP INC 8-K

What Happened
Culp, Inc. announced that on January 23, 2026 its Board of Directors elected Mark Wilson to fill the vacancy created by Alexander B. Jones’s resignation on December 11, 2025. Mr. Wilson, who has served as General Counsel for 22NW Fund, LP since 2024, was elected pursuant to a Cooperation Agreement between the company and certain 22NW parties and will be nominated for re‑election at the company’s 2026 annual meeting. The Board determined Mr. Wilson is independent and appointed him to the Strategy Committee.

Key Details

• Mr. Wilson’s election effective January 23, 2026; vacancy resulted from Alexander B. Jones’s resignation on December 11, 2025.
• Election made under the Cooperation Agreement dated June 6, 2025 (Section 1(g) “Replacements”).
• Director pay: $55,000 annual cash retainer (prorated for fiscal 2026) and an annual equity grant of restricted stock units with a grant‑date fair value of $55,000 (he will be eligible after the 2026 annual meeting).
• No family relationships or reportable related‑party transactions; company will enter into its standard indemnification agreement with Mr. Wilson.

Why It Matters
This is a governance change that adds a director affiliated with a party to the previously disclosed Cooperation Agreement, which may affect board composition and oversight. Compensation terms are standard for non‑employee directors, so the immediate financial impact is routine. Investors should note the affiliation and that Mr. Wilson will stand for re‑election at the next annual meeting.