a6870414.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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 20, 2011

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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On September 20, 2011, Culp, Inc. (the “Company”) held its annual meeting of shareholders.  At the meeting, the Company’s shareholders: (i) elected each of the five persons listed below under Proposal 1 to serve as a director of the Company until the 2012 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 2012; (iii) voted for a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers (Say on Pay vote); and (iv) voted, on an advisory basis, to conduct Say on Pay votes every year.  The following information sets forth the results of the voting at the annual meeting.
 
Proposal 1:  To elect five directors to serve until the 2012 annual meeting of shareholders, or until their successors are elected and qualified
 
 
Director Nominee
Shares
Voted For
Shares
Withheld
Broker
Non-Votes
  
 
Robert G. Culp, III
10,645,084
188,652
1,745,478
  
 
Patrick B. Flavin
10,771,108
62,628
1,745,478
  
 
Kenneth R. Larson
10,772,083
61,653
1,745,478
  
 
Kenneth W. McAllister
10,772,083
61,653
1,745,478
  
 
Franklin N. Saxon
10,761,383
72,353
1,745,478
  
 
Proposal 2:  To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2012
 
  For 12,560,037
  Against 2,023
  Abstain 17,154
  Broker Non-Votes 0
                                                                                                                                                                        
Proposal 3:  Advisory vote on executive compensation (Say on Pay)
 
  For 9,383,176
  Against 21,418
  Abstain 1,429,142
  Broker Non-Votes 1,745,478
                                                                                                                                                                          
Proposal 4:  Advisory vote on the frequency of Say on Pay votes on executive compensation
 
  One year 9,024,874
  Two years 69,436
  Three years 303,885
  Abstain 1,435,541
  Broker Non-Votes 1,745,478
 
 
 
 
 
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.
 
Date:  September 22, 2011
 
 
Culp, Inc.
  
         
  By:   /s/ Kenneth R. Bowling  
      Kenneth R. Bowling  
      Chief Financial Officer