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):
March 27, 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
,
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):
☐
☐
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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.
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On March 27, 2023, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing that Todd Walters, Vice President,
Operations, has been appointed Chief Operating Officer effective March 27, 2023.
Walters (age 52) joined the Company in 1997. Since 2011, he has served as Vice President of Operations for the Company’s
operations in South Texas, as well as our subsidiary Wharton County Foods, LLC’s facility in Boling, Texas. He previously served
in management positions at other locations of the Company in Mississippi, Kansas, New Mexico, and Ohio. Walters has served
on the Board of The Ohio Poultry Association and The Texas Poultry Federation, where he is currently an ex-officio member. He
is also an active member of the United Egg Producers. Walters is a graduate of Mississippi State University with a bachelor's
degree in agriculture with a major in poultry science.
As a member of the executive management team of the Company, Walters receives compensation, including base pay, bonuses,
certain employee benefits, and awards under the Company's long-term incentive plan. Walters will receive a base pay of $229,341.
Walter’s will be eligible to receive bonus payments under our general bonus program. Officers in this program are eligible to earn
a bonus equal to 50% of the sum of the officer’s base salary plus such officer’s prior year’s bonus. Walters will also be eligible
to receive stock grants under the Company’s long-term incentive plan (“LTIP”) which is administered by the Long-Term
Incentive Plan Committee. While the LTIP Committee has not developed formal policies concerning the timing of grants and
other matters, its practice has been to authorize grants of restricted shares annually in mid-December, with the grants being
effective the following January. Walters will also receive other customary benefits provided to executive officers of the Company.
There are no arrangements or understandings between Walters and any other person pursuant to which Walters was selected as
an officer of the Company. Walters does not have any family relationship with any director or executive officer of the Company.
There are no related party transactions involving Walters 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.
Supplemental Executive Retirement Plan and Split Dollar Life Insurance Plan
On March 24, 2023, the Company adopted the Cal-Maine Foods, Inc. Supplemental Executive Retirement Plan (“SERP”), an
unfunded deferred benefit plan, and a Split Dollar Life Insurance Plan (“Split Dollar Plan” and together with the SERP, the
“Plans”) designed to provide deferred compensation and a pre-retirement death benefit for a select group of management or highly
compensated employees of the Company. The Plans are effective March 1, 2023 and are designed to be exempt from the
requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) as unfunded arrangements for
the benefit of a select group of highly compensated or management employees.
Sherman Miller, President and CEO, Max Bowman, Vice-President and CFO, and Rob Holladay, Vice-President – General
Counsel are participating in the Plans. Provided the vesting conditions are met, participants in the SERP are eligible to receive an
aggregate Retirement Benefit (as defined in the SERP) of $500,000, which is paid in annual installments of $50,000 for 10 years.
A participant becomes vested in the Retirement Benefit over five years of plan participation at 20% per year. If a participant
becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting will be accelerated
to 100%. If a participant dies while employed, he or she will not receive any benefits under the SERP, but their beneficiaries will
instead be entitled to the life insurance benefit provided under the Split Dollar Plan, which is $500,000. Participants forfeit all
benefits if terminated for cause.
The Company has the right, in its discretion, to amend or terminate the Plans at any time provided that no amendment shall
deprive a participant or beneficiary of a vested benefit amount accrued prior to the date of the amendment without the written
consent of the participant or beneficiary. A copy of the Plans are filed with this Form 8-K as Exhibits No. 10.1 and 10.2. As of
the date of this Form 8-K, there are three Participants in the Plans.
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:
March 27, 2023
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer