Item 2.02 - Results of Operations and Financial Condition
The information set forth in this Item 2.02 of this Current Report, and in
Exhibit 99, is intended to be "furnished" under Item 2.02 of Form 8-K. Such
information shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
2
--------------------------------------------------------------------------------
On August 5, 2020, Culp, Inc. (the "Company") issued a news release regarding
revised expectations about its financial results for the first quarter of the
Company's fiscal 2021, as well as the anticipated impact of the final
regulations enacted on July 20, 2020, by the U.S. Treasury Department regarding
the Global Intangible Low Taxed Income (GILTI) tax provisions of the U.S. tax
code. A copy of the news release is attached hereto as Exhibit 99.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Following considerations of business performance, liquidity, and trends during
the first quarter, effective August 1, 2020, the Company's board of directors
approved restoring the compensation of the Company's named executive officers
(other than the Company's Controller, Assistant Treasurer, and Assistant
Secretary, which was previously restored as described below) to the respective
compensation that was in effect for each such officer prior to April 1, 2020,
when the company implemented certain temporary reductions in compensation for
such named executive officers in response to the impact of the COVID-19 pandemic
on the Company's business, as more specifically described in Item 5.02 of our
Form 8-K/A filed with the Securities and Exchange Commission on April 21,
2020. As a result, the compensation of the affected named executive officers
will be restored as follows, effective August 1, 2020: Executive Chairman -
$500,000 annual base salary, with Company contributions to such officer's
supplemental non-qualified deferred compensation plan account of 17.5% of annual
base salary; Chief Executive Officer - $400,000 annual base salary, with Company
contributions to such officer's supplemental non-qualified deferred compensation
plan account of 15% of annual base salary; President, Culp Upholstery Fabrics -
$276,000, with Company contributions to such officer's supplemental
non-qualified deferred compensation plan account of 12.5% of annual base salary;
and Executive Vice President, Chief Financial Officer, and Treasurer - $260,000
annual base salary, with Company contributions to such officer's supplemental
non-qualified deferred compensation plan account of 12.5% of annual base
salary. The compensation of the Company's Controller, Assistant Treasurer, and
Assistant Secretary was previously restored on July 1, 2020, as disclosed in
Item 5.02 of our Form 8-K filed with the Securities and Exchange Commission on
July 1, 2020.
All other material elements of such named executive officers' compensation
remain unchanged.
Effective August 1, 2020, the Company's board of directors also approved the
restoration of the quarterly cash retainer payable to non-employee directors
under the Company's director compensation program, which was temporarily
eliminated on April 1, 2020 in response to the impact of the COVID-19 pandemic
on the Company's business, as disclosed in Item 5.02 of our Form 8-K/A filed
with the Securities and Exchange Commission on April 21, 2020.
Item 9.01 (d) - Exhibits
99 - News Release dated August 5, 2020
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses