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
,
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 intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
☐
☐
☐
☐
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
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 of Directors or Certain Officers; Election of Directors; Appointment of 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 of the Board in 2012. He will continue to serve as 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 a successor is
named.
Mr. Miller (age 48) has served as the Company’s President since 2018, as its Chief Operations Officer since 2011, and as a
member of the Board since 2012. Mr. Miller has devoted his professional career to the Company since joining in 1996, including
by serving in various positions of increasing responsibility in operations prior to his promotion to Company Vice President,
Operations, in 2007.
As an executive officer of 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 in the Company’s proxy statement filed with the Securities and Exchange Commission on 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 of the Company. Mr. Miller does not have any family relationship with any director or executive officer of 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.
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
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