Culp Inc.
09/27/2024 | Press release | Distributed by Public on 09/27/2024 07:38
Proxy Results Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 26, 2024, the Board of Directors (the "Board") of Culp, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws, as amended (the "A&R Bylaws"), in connection with the Securities and Exchange Commission rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding universal proxy cards, and a periodic review of corporate governance matters.
The A&R Bylaws, among other things:
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Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules"), including requiring: (a) the shareholder's nomination notice to include a representation that it intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; (b) the shareholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the shareholder meeting; and (c) the shareholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board. (Article 2, Sections 2.16, 2.17, and 2.18)
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Move the deadline of shareholder's advance notice from not less than sixty (60) days nor more than ninety (90) days prior to an annual meeting of shareholders to not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the one-year anniversary of the preceding year's annual meeting of shareholders to align with such deadline as prescribed by similarly situated public companies. (Article 2, Sections 2.15 and 2.16)
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Enhance the informational and procedural requirements in connection with shareholder proposals and shareholder director nominations, including: (a) requiring additional information about the shareholder making the director nomination or proposal; (b) requiring additional information about the shareholder proposed business and/or director nominee; and (c) providing that the number of nominees a shareholder may nominate for election at a meeting of shareholders may not exceed the number of directors to be elected at such meeting. (Article 2, Sections 2.15 and 2.16)
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Clarify the powers of the Board in determining the date and time of an annual meeting of shareholders of the Company (Article 2, Section 2.2)
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Clarify the powers of the chair of a shareholder meeting, including with respect to the chair's ability to prescribe rules and regulations for the conduct of the meeting, and how such person is designated as the chair of a shareholder meeting. (Article 2, Section 2.8)
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Make various other updates, including ministerial and conforming changes and changes to clarify the Company's ability to conduct business by means of remote communication.
The foregoing description of the A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.