Culp : 2023 Proxy Statement

1823 Eastchester Drive

High Point, North Carolina 27265

Telephone: [phone]

NOTICE OF 2023 ANNUAL MEETING

OF SHAREHOLDERS

To Our Shareholders:

Culp, Inc. (the "Company") will hold its 2023 Annual Meeting of Shareholders (the "Annual Meeting") at the Company's corporate offices, located at 1823 Eastchester Drive, High Point, North Carolina, on Wednesday, September 27, 2023, at 12:00 p.m. Eastern Time.

The purpose of the Annual Meeting is to:

1. Elect eight directors for a one-year term until the 2024 annual meeting;
2. Ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal 2024;
3. Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement ("Say-on-Pay");
4. Approve, through a non-binding advisory vote, the frequency of future Say-on-Pay votes on executive compensation;
5. Approve the Amended and Restated Equity Incentive Plan; and
6. Consider any other business that properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on August 8, 2023, are entitled to receive notice of, and to vote at, the Annual Meeting.

The Proxy Statement accompanying this notice contains detailed information about the matters we are asking you to vote on. It is first being mailed to and made available to shareholders on or about August 24, 2023. We hope you will read this information carefully and vote in accordance with the Board of Directors' recommendations. Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please complete, date, and sign the enclosed form of proxy and return it promptly in the enclosed envelope. If you attend the Annual Meeting and prefer to vote in person, your proxy will be returned to you upon request. You may also vote by telephone or over the internet, as described in the Proxy Statement and on the proxy card.

By Order of the Board of Directors,

ASHLEY C. DURBIN

Senior Vice President, General Counsel, and Corporate Secretary

August 24, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to be held on September 27, 2023: The Proxy Statement and 2023 Annual Report to Shareholders for the fiscal year ended April 30, 2023 are available free of charge at www.culp.com.

2023 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in our Proxy Statement. Because the summary does not contain all of the information you should consider, we urge you to review the complete Proxy Statement carefully before voting.

Annual meeting of shareholders
Time, place, and voting matters	Meeting agenda
Date:	September 27, 2023	• Election of eight directors
		• Ratification of Grant Thornton as our independent
		auditors for fiscal 2024
Time:	12:00 p.m. Eastern Time	• Advisory vote to approve executive compensation
		• Advisory vote on the frequency of future Say-on-Pay
		votes
Place:	Culp, Inc.	• Approval of Amended and Restated Equity Incentive
	1823 Eastchester Drive	Plan
	High Point, North Carolina 27265	• Transact other business that may properly come before
Record Date:	August 8, 2023	the meeting
Voting:	Shareholders of record as of the close of business on the
	record date are entitled to vote. Each share of common
	stock is entitled to one vote for each director nominee and
	one vote for each of the proposals to be voted on.
Number of	The number of outstanding shares entitled to vote at the

Shares Entitled meeting is 12,456,204. to Vote:

How to vote

See "General Information" (beginning on page 8) for more information.

In addition to attending the annual meeting, shareholders of record can vote by any of the following methods:

By mailing your proxy card	By Telephone at	By internet at
	1-800-652-VOTE (8683)	www.investorvote.com/culp
	(within the USA, US territories, and Canada
	only)

If you hold your Culp shares in street name through an account with a bank, broker, or other nominee, your ability to vote by internet or telephone depends on the voting process of the bank, broker, or other nominees through which you hold the shares. Please follow their instructions carefully.

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Voting recommendations
Proposal	Board Vote Recommendation
Election of eight directors (see page 11)	"FOR" each director nominee
Ratification of Grant Thornton as our independent auditors for fiscal 2024 (see page 51)	"FOR"
Advisory vote to approve executive compensation (see page 52)	"FOR"
Advisory vote on frequency of future Say-on-Pay votes (see page 54)	"ONE YEAR"
Approval of Amended and Restated Equity Incentive Plan (see page 55)	"FOR"

Our director nominees

See "Proposal 1 - Election of Directors" (beginning on page 11) and "Corporate Governance" (beginning on page 15) for more information.

The Board of Directors recommends that you vote "FOR" each nominee listed in the table below, which provides summary information about each nominee. A full description of each nominee's skills and qualifications begins on page 11. Each director is elected annually.

Name	Age	Director	Occupation	Independent
since
Franklin N. Saxon	71	1987	Chairman, Culp, Inc.	No
Robert G. Culp, IV	52	2020	President and Chief Executive Officer, Culp, Inc.	No
John A. Baugh	62	2021	Vice President, Investor Relations, PROG Holdings, Inc.	Yes
Perry E. Davis	64	2019	Retired Executive Vice President, President - Residential &	Yes
			Industrial Products, Leggett & Platt, Incorporated
Sharon A. Decker	66	2019	President, Tryon Equestrian Partners, Carolina Operations	Yes
Kimberly B. Gatling	48	2021	Partner and Chief Diversity and Inclusion Officer at Fox	Yes
			Rothschild, LLP
Jonathan L. Kelly	43	2021	Founder and CEO of Asymmetric Holdings Worldwide, LLC	Yes
Fred A. Jackson	73	2016	Retired Chief Executive Officer, American & Efird LLC	Yes

Our nominees' experience, qualifications, and diversity

The goal of our Corporate Governance and Nominating Committee is to create a Board that demonstrates competence, objectivity, and the highest degree of integrity on an individual and collective basis. Our Board and the Corporate Governance and Nominating Committee believe broad and diverse skills and backgrounds among directors are critical elements of a highly functioning board. The following chart reflects the experience and qualifications of the nominees for election as directors.

Director Nominee Experience and Qualifications

Experience/Qualifications

Culp

Baugh

Davis

Decker Gatling

Kelly

Jackson

Saxon

Financial Literacy

Strategic Planning

Industry Experience

Management Experience

International Experience

Finance/Accounting

Regulatory Compliance

Legal/Corporate Governance

Cybersecurity Experience

Our Board of Directors values the contribution of diversity in achieving Company objectives and maintaining sound governance practices as it brings together individuals with different skills and ideas, from varying backgrounds and experiences, to create balanced and thoughtful decision-making that best serves shareholder interests. The Board believes such diversity provides varied perspectives that promote active and constructive dialogue among Board members and between the Board and management, resulting in more effective oversight.

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Diversity refers to a broad array of individual characteristics that collectively enable the Board to operate effectively and fulfill its responsibilities. These characteristics include, among others, professional qualifications, business experience, age, gender, race, ethnicity, and cultural background. Our nominees for election to the Board of Directors consist of eight directors with varying backgrounds and characteristics that blend to form a well-rounded group of individuals with deep knowledge of our business and industry, and both seasoned and fresh perspectives.

	Diversity		Mix of Ages	Independence
•	25% of director nominees are women	• 2 director nominees between 40-49	• 6 of 8 independent
•	25% of director nominees are racially diverse	• 1 director nominee between 50-59	director nominees
		•	3 director nominees between 60-69
		•	2 director nominee 70+

Average Age: 60

Governance Highlights

Our board of directors and management firmly embraces good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to meet such standards.

Annually elected directors; no classified board

Varying lengths of board tenure balance experience with fresh insights Lead independent director

Six out of eight director nominees independent

100% independent audit, compensation, and governance and nominating committees Regular executive sessions of non-management directors

Comprehensive self-evaluations annually for the Board and each committee One class of shares with each share entitled to one vote

No poison pill in place

Meaningful stock ownership guidelines in place for directors and executive officers Policy against hedging or pledging shares

Auditors

See "Audit Committee Report" (beginning on page 49) and "Proposal 2 - Ratification of Independent Auditor" (page 51).

We ask our shareholders to ratify the selection of Grant Thornton, LLP as our independent auditors for the fiscal 2024 year. The information below summarizes Grant Thornton's fees for services provided for fiscal years 2023 and 2022.

		Fiscal 2023		Fiscal 2022
Audit Fees	$	590,000	$	555,806
Audit-Related Fees (1)	$	-	$	21,410
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total Fees	$	590,000	$	577,216

(1) Audit-Related fees for fiscal 2022 primarily consists of fees for assistance with IT control matters related to testing system access.

Executive Compensation Highlights

For more information, see "Executive Compensation" (beginning on page 21) and "Proposal 3 - Advisory vote on executive compensation" (page 52).

Our Board of Director recommends that you vote "FOR" our advisory proposal on executive compensation. This non-binding vote gives our shareholders the opportunity to approve the compensation paid to the individuals identified as named executive officers in this Proxy Statement.

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