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 6, 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 5.07 – Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on October 6, 2023.
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
62,843,592
19,390,659
5,225,801
Max P. Bowman
69,996,455
12,237,796
5,225,801
Letitia C. Hughes
65,006,676
17,227,575
5,225,801
Sherman L. Miller
72,102,336
10,131,915
5,225,801
James E. Poole
64,932,815
17,301,436
5,225,801
Steve W. Sanders
66,387,583
15,846,668
5,225,801
Camille S. Young
66,808,403
15,425,848
5,225,801
Proposal No. 2: Advisory vote on the compensation of our named executive officers.
The Company’s stockholders approve
the proposal by the following vote:
Votes For
Votes Against
Abstentions
Non-Votes
78,521,394
3,587,645
125,212
5,225,801
Proposal No. 3: Vote on frequency of future votes on executive compensation.
The Company’s stockholders approve the
proposal by the following vote:
One Year
Two Years
Three Years
Abstain
Non-Votes
25,462,606
121,545
56,564,301
85,799
5,225,801
Proposal No. 4: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for
the Company for fiscal 2024.
Votes For
Votes Against
Abstentions
Non-Votes
87,069,604
295,584
94,864
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:
October 6, 2023
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer