Form 8-K - Current report

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

Date of Report (Date of Earliest Event Reported):

October 6, 2023

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

39157

(Address of principal executive offices (zip code))

601

948-6813

(Registrant’s telephone number, including area code)

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not

to use the extended transition period

for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange

Act.

☐

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on October 6, 2023.

Proposal No. 1: Election of Directors.

The following persons were nominated and elected to serve

as members of the Board of

Directors until our next annual meeting of stockholders and until their successors

are elected and qualified.

Nominees for the Board of Directors of the Company:

Names

Votes For

Votes Withheld

Non-Votes

Adolphus B. Baker

62,843,592

19,390,659

5,225,801

Max P. Bowman

69,996,455

12,237,796

5,225,801

Letitia C. Hughes

65,006,676

17,227,575

5,225,801

Sherman L. Miller

72,102,336

10,131,915

5,225,801

James E. Poole

64,932,815

17,301,436

5,225,801

Steve W. Sanders

66,387,583

15,846,668

5,225,801

Camille S. Young

66,808,403

15,425,848

5,225,801

Proposal No. 2:

Advisory vote on the

compensation of our

named executive officers.

The Company’s stockholders approve

the proposal by the following vote:

Votes For

Votes Against

Abstentions

Non-Votes

78,521,394

3,587,645

125,212

5,225,801

Proposal No. 3:

Vote on frequency

of future votes

on executive

compensation.

The Company’s

stockholders approve

the

proposal by the following vote:

One Year

Two Years

Three Years

Abstain

Non-Votes

25,462,606

121,545

56,564,301

85,799

5,225,801

Proposal No.

4: Ratification

of the

selection of

Frost, PLLC

as the

independent registered

public accounting

firm for

the Company for fiscal 2024.

The Company’s stockholders approved the proposal by the following

vote:

Votes For

Votes Against

Abstentions

Non-Votes

87,069,604

295,584

94,864

N/A

Item 9.01 – Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

104

Cover Page Interactive Data File, (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for 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.

CAL-MAINE FOODS, INC.

Date:

October 6, 2023

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

Document and Entity Information	Oct. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 06, 2023
Entity Registrant Name	Cal-Maine Foods, Inc.
Entity File Number	001-38695
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	64-0500378
Entity Address Address Line 1	1052 Highland Colony Pkwy
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	Ridgeland
Entity Address State Or Province	MS
Entity Address Postal Zip Code	39157
City Area Code	601
Local Phone Number	948-6813
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Central Index Key	0000016160
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CALM
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false