Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
On March 11,
2021,
the board
of directors
(the “Board”)
for Cal-Maine
Foods, Inc.
(the “Company”)
increased the
size of
the
Board from
six to
seven directors
and appointed
Camille S. Young
as an
independent director
with a
term expiring
at the
next
annual meeting of stockholders. She will join the Audit, Compensation, Nominating and Long-Term Incentive Plan Committees.
The Board affirmatively determined that Ms.
Young is “independent”
and meets
all applicable requirements to serve
on each such
committees,
including
without
limitation
those
under
the
Nasdaq
Listing
Standards
and
the
rules
and
regulations
under
the
Securities Exchange Act of 1934, as amended.
Ms. Young’s appointment was
not pursuant to any arrangement
or understanding with any third
party. As
of the date of
this report,
neither Ms. Young,
nor any of
her immediate family members,
is a party,
either directly or indirectly,
to any transaction that
would
be required to be reported pursuant to Item 404(a) of Regulation S-K.
Ms.
Young
will
be
compensated
for
her
services
in
accordance
with
the
Company’s
non-employee
director
compensation
program,
which provides for
an annual fee of
$45,000. The cash fee
is paid in quarterly
installments, in advance.
In connection
with her appointment to
the Board, Ms. Young also received
an award of 2,300
shares of restricted stock,
which will vest 100%
on the third anniversary of the date of grant.
Item 7.01 Regulation FD Disclosure
On March
11, 2021
the Company
issued a
press release
announcing the
appointment of
Ms. Young. A copy
of the
Company’s
press release is attached hereto as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, which are furnished herewith pursuant
to and relate to this Item 7.01, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to
the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be incorporated by reference into any filing
or other document filed by the Company with the SEC
pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the
rules and regulations of the SEC thereunder except as shall be expressly set forth by
specific reference to this Form 8-K in such
filing or document.
Item 9.01.
Financial Statements and Exhibits
Exhibit
Number
Description
99.1
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:
March 11, 2021
/s/ Max P. Bowman
Director, Vice President, and Chief Financial Officer
