0001157523-19-001443.txt : 20190626 0001157523-19-001443.hdr.sgml : 20190626 20190626154115 ACCESSION NUMBER: 0001157523-19-001443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190624 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190626 DATE AS OF CHANGE: 20190626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULP INC CENTRAL INDEX KEY: 0000723603 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 561001967 STATE OF INCORPORATION: NC FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12597 FILM NUMBER: 19921538 BUSINESS ADDRESS: STREET 1: 1823 EASTCHESTER DRIVE CITY: HIGH POINT STATE: NC ZIP: 27265 BUSINESS PHONE: 3368895161 MAIL ADDRESS: STREET 1: P O BOX 2686 CITY: HIGH POINT STATE: NC ZIP: 27265 8-K 1 a52005524.htm CULP, INC. 8-K
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) June 24, 2019

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)
  
(I.R.S. Employer
Identification No.)

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

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

Not Applicable
(Former name or address, if changed from 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 (see General Instruction A.2. below):

☐    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
Name of exchange on which registered
Common stock, par value $0.05 per share
CULP
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2019, Perry E. Davis was elected to the board of directors (the “Board”) of Culp, Inc. (the “Company”).  Mr. Davis was appointed by the current members of the Board to fill a vacancy created by the expansion of the size of the Board from five to six members in accordance with the Company’s bylaws.  Mr. Davis’s term on the Board will commence on July 1, 2019, and will expire at the next annual meeting of shareholders on September 26, 2019, or when his successor has been elected and qualified.  In connection with his election to the Board, Mr. Davis has been appointed to the Board’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
 
Since January 1, 2017, Mr. Davis has served as Executive Vice President, President – Residential and Industrial Product Segments for Leggett & Platt, Incorporated, a diversified manufacturer that designs and produces engineered products found in most homes and automobiles.  Mr. Davis has served in various roles for Leggett & Platt, Incorporated since 1981.  He holds a degree in marketing and management from Missouri Southern State University.  A press release issued by the Company on June 26, 2019 to disclose the election of Mr. Davis is included in this filing as Exhibit 99.1.  The contents of Exhibit 99.1 are furnished for information only, and are not deemed “filed” for purposes of the Securities Exchange Act of 1934.

Mr. Davis will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program described in the Company’s 10-Q filed with the U.S. Securities and Exchange Commission on March 8, 2019.  There is no arrangement or understanding between Mr. Davis and any other person relating to her election to the Board.  Mr. Davis does not have any relationship and has not entered into any transaction that would be reportable under Item 404(a) of Regulation S-K of the Securities and Exchange Commission.

Item 9.01.          Financial Statements and Exhibits.

(d)            Exhibits

                 Exhibit 99.1 – Press Release dated June 26, 2019
2
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.
 
 
 
(Registrant)
 
 
 
 
 
 
By:
/s/Ashley Durbin
 
 
 
VP, General Counsel and Corporate Secretary
 


Dated:  June 26, 2019
3
EXHIBIT INDEX

 
Exhibit Number
Exhibit
 
 
 
 
 
 
 


4
 EX-99.1 2 a52005524ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

Culp, Inc. Names Perry E. Davis to Board of Directors

HIGH POINT, N.C.--(BUSINESS WIRE)--June 26, 2019--Culp, Inc. (NYSE: CULP) today announced that Perry E. Davis was elected to the company’s Board of Directors. His term is effective July 1, 2019, and will expire at the next annual meeting of shareholders, at which time he will be eligible for re-election along with the other directors.

Davis currently serves as Executive Vice President, President – Residential and Industrial Product Segments for Leggett & Platt, Incorporated, a diversified manufacturer that designs and produces engineered products found in most homes and automobiles. He previously served as Senior Vice President, President – Residential Furnishing from 2012 until 2017, Vice President, President – Bedding Group from 2006 to 2012, Vice President, Executive Vice President – Bedding Group and President – U.S. Spring from 2004 to 2005, President – Central Division Bedding Group from 2000 to 2004, and in various other capacities for Leggett & Platt since he joined the company in 1981.

Davis has a bachelor’s degree in marketing and management from Missouri Southern State University.

Commenting on the announcement, Frank Saxon, chairman and chief executive officer of Culp, Inc., stated, “We are delighted to welcome Perry Davis to our Board of Directors as an independent director. His long tenure with Leggett & Platt in a variety of leadership positions for both residential furnishings and bedding divisions makes him an ideal candidate for Culp. He brings extensive corporate and industry experience that will complement the work and expertise of our other members. We look forward to his participation as we focus on executing our growth strategy and delivering greater value for our shareholders.”

Iv Culp, president and chief operating officer of Culp, Inc., added, “We feel very fortunate to have Perry join our Board of Directors and look forward to benefiting from his substantial knowledge and experience in our key markets, as well as his insight regarding the dynamics of operating an international business. Perry is highly regarded in the bedding and furniture industries, and he brings an additional level of expertise that will further enhance Culp’s leadership position in today’s global marketplace.”

Culp, Inc. is one of the world's largest marketers of mattress fabrics for bedding and upholstery fabrics for residential and commercial furniture. The company markets a variety of fabrics to its global customer base of leading bedding and furniture companies, including fabrics produced at Culp’s manufacturing facilities and fabrics sourced through other suppliers. Culp has operations located in the United States, Canada, China and Haiti.

Contacts

Company Contact: Kenneth R. Bowling
Chief Financial Officer
336-881-5630

Media Contact: Teresa A. Huffman
Vice President, Human Resources
336-889-5161