On September 26, 2019, the board of directors of Culp, Inc. (the “Company”) appointed Robert G. Culp, IV as chief executive officer of the Company, effective January 1, 2020. Additionally, Franklin N. Saxon, who currently serves as the Company’s chairman of the board and chief executive officer, was named executive chairman of the board, also effective as of January 1, 2020. Mr. Saxon will continue to serve as the Company’s chief executive officer until such time.
Robert G. Culp, IV, age 48, is currently the Company’s president, chief operating officer, and president of the Culp Home Fashions division. He has been employed by the Company since 1998 and has served in various capacities during his tenure, including as president of Culp Home Fashions since 2004. He became the Company’s chief operating officer in 2018 and president in 2019.
Mr. Culp, IV will assume Mr. Saxon’s responsibilities for operations of all the company’s divisions. Sandy Brown will continue to serve as executive vice president of Culp Home Fashions, Boyd Chumbley will continue to serve as president of Culp Upholstery Fabrics, and Paul Saunders will continue to serve as chief executive officer of eLuxury, with each reporting to Mr. Culp, IV.
Mr. Saxon will remain a full-time employee actively involved in the day-to-day operations of the Company, with specific responsibility for all corporate shared services, including finance, human resources, and information technology.
As previously disclosed in the Company’s 2019 proxy statement, the Company leases an industrial facility from an entity owned by Susan Culp, the mother or Robert G. Culp, IV. The lease was assumed by the Company in connection with its August 2008 acquisition of the knitted mattress fabrics operation of Bodet & Horst USA, LP. The facility contains 63,522 square feet of floor space and is located in High Point, North Carolina. Currently, this facility is being leased on a month to month basis at an amount of $13,100 per month. The lessor is generally responsible for maintenance only of roof and structural portions of the leased facility. The facility is leased on a “triple net” basis, with the Company responsible for payment of all property taxes, insurance premiums, and maintenance (other than structural maintenance). The Company believes that the terms of this lease are no less favorable to the tenant than could have been obtained in arm’s length transactions with unaffiliated persons. The total amount of rent paid by the Company under this related party lease totaled $158,000 in fiscal 2019 and $156,000 in fiscal 2018 and 2017, respectively.
The Company’s board and Compensation Committee also approved certain changes to the compensation arrangements for Mr. Culp, IV from those described in the 2019 proxy statement, in connection with the promotion described above. Effective January 1, 2020, the annual salary for Mr. Culp, IV will increase by approximately 14% and the target bonus level for Mr. Culp, IV under the Company’s annual incentive bonus program will increase from 85% to 100%. The compensation arrangements for Mr. Saxon were not changed.
A copy of the press release issued by the Company on September 26, 2019 to announce these leadership changes is included in this filing as Exhibit 99.
On September 26, 2019, Culp, Inc. (the “Company”) held its annual meeting of shareholders. At the meeting, the Company’s shareholders: (i) elected each of the six persons listed below under Proposal 1 to serve as a director of the Company until the 2020 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 2020; and (iii) voted for a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers (Say on Pay vote). The following information sets forth the results of the voting at the annual meeting.
Proposal 1: To elect six directors to serve until the 2020 annual meeting of shareholders, or until their successors are elected and qualified
Proposal 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2020
Proposal 3: Advisory vote on executive compensation (Say on Pay)
CULP INC Exhibit
EX-99 2 a52101634ex99.htm EXHIBIT 99 Exhibit 99 Culp Board Names Robert G. Culp,…
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About Culp, Inc. (NYSE:CFI)
Culp, Inc. is a producer of mattress fabrics and marketer of upholstery fabrics for furniture in North America. The Company is engaged in the manufacture, sourcing and marketing of mattress fabrics and sewn covers used for covering mattresses and box springs, and upholstery fabrics, including cut and sewn kits used in production of upholstered furniture. The Company operates through two segments: mattress fabrics (Culp Home Fashions) and upholstery fabrics. Its mattress fabrics segment manufactures and markets mattress fabric and mattress covers to bedding manufacturers. Its upholstery fabrics segment markets fabrics for residential and commercial furniture, including jacquard woven fabrics, velvets, microdenier suedes, woven dobbies, knitted fabrics, piece-dyed woven products and polyurethane leather look fabrics. The Company markets a range of fabrics in the categories, including fabrics produced at its manufacturing facilities and fabrics produced by other suppliers.
