Cal-Maine Foods (CALM) 8-K Departure of Directors or Certain Officers

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 1, 2021

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

,

MS

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 intendedto 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) underthe Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of theAct:

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 companyas 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 notto use the extended transition period

for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange

Act.

☐

Item5.02–DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;

Compensatory Arrangements of Certain Officers

On October 1,2021, Cal-Maine Foods,Inc. (the “Company”)issued a press releaseannouncing the appointmentof Jeff Hardin

as Senior Vice President of Sales, effective October 1, 2021. A copy of the Company’s press release is attached hereto as Exhibit

99.1 to this Current Report.

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

The Company’s Annual Meeting of Stockholders was held on October 1, 2021.

Proposal No. 1: Election of Directors.

The following persons were nominated and elected to serveas members of the Board of

Directors until our next annual meeting of stockholders and until theirsuccessors are elected and qualified.

Nominees for the Board of Directors of the Company:

Names

Votes For

Votes Withheld

Non-Votes

Adolphus B. Baker

70,478,159

15,832,092

3,029,326

Max P. Bowman

82,130,951

4,179,300

3,029,326

Letitia C. Hughes

80,959,514

5,350,737

3,029,326

Sherman L. Miller

83,419,348

2,890,903

3,029,326

James E. Poole

81,209,102

5,101,149

3,029,326

Steve W. Sanders

83,313,578

2,996,673

3,029,326

Camille S. Young

83,902,690

2,407,561

3,029,326

Proposal No. 2:Ratification ofthe selectionof Frost, PLLCas theindependent registered publicaccounting firmfor

the Company for fiscal 2022.

The Company’s stockholders approved the proposal by the followingvote:

Votes For

Votes Against

Abstentions

Non-Votes

89,203,504

79,192

56,881

N/A

Item 9.01 – Financial Statements and Exhibits

(d)Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on October 1, 2021

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 1, 2021

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer