Cal-Maine Foods 8K 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):

September 30, 2022

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

5.02

–

Departure

Directors

Certain

Officers;

Election

Directors;

Appointment

Certain

Officers;

Compensatory Arrangements of Certain Officers

Transition of Chief Executive Officer

On September

30, 2022,

Cal-Maine Foods,

Inc. (the

“Company”) announced

that Adolphus B.

Baker, Chief

Executive Officer

(“CEO”) and Chairman of the Board,

will step down as the Company’s CEO

effective immediately. Mr. Baker has

served as the

Company’s

CEO

since

2010

and

was

elected

Chairman

the

Board

2012.

will

continue

serve

the

Company’s

Chairman of the Board and as an executive officer of the Company.

On September 30, 2022, the

Board of Directors named Sherman

L. Miller President and Chief

Executive Officer of the Company,

effective immediately. This transition is consistent with the Board’s succession planning process. Mr. Miller previously served as

the

Company’s

President

and

Chief

Operations

Officer

and

will remain

interim

Chief

Operations

Officer

until

successor

named.

Mr.

Miller

(age

48)

has

served

the

Company’s

President

since

2018,

its

Chief

Operations

Officer

since

2011,

and

member of the Board since 2012. Mr. Miller has devoted his professional career to the Company since joining in 1996, including

serving

various

positions

increasing

responsibility

operations

prior

his

promotion

Company

Vice

President,

Operations, in 2007.

executive

officer

the

Company,

Mr.

Miller

receives

compensation,

including

base

pay,

bonuses,

certain

employee

benefits,

and

awards under

the Company's

long-term

incentive plan.

The details

of his

compensation

for fiscal

year

2022

are

disclosed

the

Company’s

proxy

statement

filed

with

the

Securities

and

Exchange

Commission

August

18,

2022. In

connection with Mr.

Miller’s appointment as

Chief Executive Officer,

Mr. Miller is

receiving a $50,000

increase in base salary.

Mr. Baker’s compensation has not been changed.

There are no arrangements or understandings between Mr.

Miller and any other person pursuant to

which Mr. Miller was selected

as an

officer

the

Company.

Mr.

Miller

does

not

have

any

family

relationship

with

any

director

executive

officer

the

Company. There are no

related party transactions involving

Mr. Miller and

the Company that require

disclosure under Item

404(a)

of Regulation S-K.

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 September 30, 2022.

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

64,668,716

18,777,142

3,197,612

Max P. Bowman

79,816,511

3,629,347

3,197,612

Letitia C. Hughes

78,964,259

4,481,599

3,197,612

Sherman L. Miller

80,774,682

2,671,176

3,197,612

James E. Poole

79,151,289

4,294,569

3,197,612

Steve W. Sanders

80,888,032

2,557,826

3,197,612

Camille S. Young

81,012,333

2,433,525

3,197,612

Proposal No. 2:

Ratification of

the selection

of Frost, PLLC

as the

independent registered public

accounting firm

for

the Company for fiscal 2023.

The Company’s stockholders approved the proposal by the following

vote:

Votes For

Votes Against

Abstentions

Non-Votes

86,411,238

146,716

85,516

N/A

Item 9.01 – Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on September 30, 2022

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:

September 30, 2022

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

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