Culp : 2021 Proxy Statement

1823 Eastchester Drive

High Point, North Carolina 27265

Telephone: [phone]

NOTICE OF 2021 ANNUAL MEETING

OF SHAREHOLDERS

To Our Shareholders:

Culp, Inc. (the "Company") will hold its 2021 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 29, 2021, at 12:00 p.m. Eastern Time.

The purpose of the Annual Meeting is to:

1. Elect the eight director nominees named in the accompanying Proxy Statement for a one-year term until the 2022 annual meeting;
2. Ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal 2022;
3. Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement; and
4. Consider any other business that properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on July 29, 2021, 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. 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.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the recommendations of public health officials in response to the continuing COVID-19 pandemic. Please be advised that if we decide to change the location of the Annual Meeting or hold it partly or solely by means of virtual communications, as permitted by applicable law, we will announce such decision in advance, as promptly as practicable. If we take this step, details of how to participate will be issued by a press release filed with the U.S. Securities and Exchange Commission ("SEC") on a Form 8-K and posted on our website.

Given the public health and safety concerns related to COVID-19, we ask that each shareholder carefully evaluate the relative benefits of in-person attendance at the Annual Meeting and take advantage of the ability to vote by proxy, as instructed on the proxy card or voting instructions that have been provided to you. If you elect to attend the Annual Meeting in person, we encourage you to follow guidance from public health authorities, as well as protocols required for all visitors to Company facilities, which may include temperature checks, social distancing, health questionnaires, and other measures, in order to help us maintain a safe and healthy environment. If you are not feeling well or think you may have been exposed to COVID-19, we ask that you vote by proxy for the meeting.

By Order of the Board of Directors,

ASHLEY C. DURBIN

Vice President, General Counsel, and Corporate Secretary

August 25, 2021

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting to be held on September 29, 2021: The Proxy Statement and 2021 Annual Report to Shareholders for the fiscal year ended May 2, 2021 are available free of charge at www.culp.com.

2021 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

Date:	September 29, 2021
Time:	12:00 p.m. Eastern Time
Place:	Culp, Inc.
	1823	Eastchester Drive
	High	Point, North Carolina 27265

Meeting agenda

• Election of eight directors
• Ratification of Grant Thornton as our independent auditors for fiscal 2022
• Advisory vote to approve executive compensation
• Transact other business that may properly come before the meeting

Record Date: July 29, 2021

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. The number of
	outstanding shares entitled to vote at the meeting is
	12,278,094.

How to vote

See "General Information" (beginning on page 7) 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.

Voting recommendations
Proposal	Board Vote Recommendation
Election of eight directors (see page 10)	"FOR" each director nominee
Ratification of Grant Thornton as our independent auditors for fiscal 2022 (see page 47)	"FOR"
Advisory vote to approve executive compensation (see page 48)	"FOR"

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Our director nominees

See "Proposal 1 - Election of Directors" (beginning on page 10) 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 10. Each director is elected annually.

		Director
Name	Age	since	Occupation	Independent
Franklin N. Saxon	69	1987	Executive Chairman, Culp, Inc.	No
Robert G. Culp, IV	50	2020	President and Chief Executive Officer, Culp, Inc.	No
John A. Baugh	60	--	Vice President, Investor Relations, PROG Holdings,	Yes
			Inc.
Perry E. Davis	62	2019	Retired Executive Vice President, President -
			Residential & Industrial Products, Leggett & Platt,	Yes
			Incorporated
Sharon A. Decker	64	2019	President, Tryon Equestrian Partners, Carolina	Yes
			Operations
Kimberly B. Gatling	46	--	Partner and Chief Diversity and Inclusion Officer at	Yes
			Fox Rothschild, LLP
Jonathan L. Kelly	41	--	Founder and CEO of Asymmetric Holdings	Yes
			Worldwide
Fred A. Jackson	71	2016	Retired Chief Executive Officer, American & Efird	Yes
			LLC

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				✔	✔		✔		✔

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.

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

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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
∙	25% of director nominees are racially diverse	∙ 1 director nominee between 50-59
		∙	4 director nominees between 60-69
		∙	1 director nominee 70+ Average

Age: 58

• 6 of 8 independent director nominees

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 balances experience with fresh insights
• Lead independent director
• 6 out of 8 director nominees independent
• 100% independent audit, compensation, and governance and nominating committees
• Regular executive sessions of independent 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
• Policy against hedging or pledging shares

Auditors

See "Audit Committee Report" (beginning on page 46) and "Proposal 2 - Ratification of Independent Auditor" (page 47).

We ask our shareholders to ratify the selection of Grant Thornton, LLP as our independent auditors for the fiscal 2022 year. The information below summarizes Grant Thornton's fees for services provided for fiscal years 2021 and 2020.

		Fiscal 2021		Fiscal 2020
Audit Fees	$	542,061	$	578,350
Audit-Related Fees (1)	$	8,000	$	87,800
Tax Fees (2)	$	3,000		-
All Other Fees		-		-

1. Audit-Relatedfees for fiscal 2021 primarily consists of fees for assistance with accounting matters related to our mattress fabrics segment. Audit-Related fees for fiscal 2020 primarily consists of fees for assistance with accounting for the sale of the Company's majority interest in eLuxury, LLC during the fourth quarter of fiscal 2020 and impairment considerations during the third and fourth quarters of fiscal 2020.
2. Tax fees for fiscal 2021 primarily consists of fees for assistance with compliance with new IRS regulations.

Executive Compensation Highlights

For more information, see "Executive Compensation" (beginning on page 21) and "Proposal 3 - Advisory vote on executive compensation" (page 48).

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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