0000016160 False ☐ ☐ ☐ ☐ 0000016160 2024-10-04 2024-10-04
 
 
 
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 of 1934
Date of Report (Date of Earliest Event Reported):
October 4, 2024
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):
☐
 
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 5.07.
 
Submission of Matters to a Vote of Security Holders.
The Company’s Annual
 
Meeting of Stockholders was held on October 4, 2024 (the “Annual Meeting”).
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
68,050,669
17,292,145
3,058,159
Max P. Bowman
71,605,168
13,737,646
3,058,159
Letitia C. Hughes
71,743,606
13,599,208
3,058,159
Sherman L. Miller
74,003,234
11,339,580
3,058,159
James E. Poole
70,370,045
14,972,769
3,058,159
Steve W. Sanders
73,600,695
11,742,119
3,058,159
Camille S. Young
73,632,949
11,709,865
3,058,159
Proposal No. 2: Ratification
 
of the selection of Frost,
 
PLLC as the independent registered
 
public accounting firm for
 
the
Company for fiscal 2025.
 
The Company’s stockholders approved
 
the proposal by the following vote:
Votes
 
For
Votes
 
Against
Abstentions
Non-Votes
88,158,964
179,260
62,749
N/A
Proposal
 
No.
 
3:
 
Approval
 
of
 
an
 
amendment
 
to
 
our
 
Second
 
Amended
 
and
 
Restated
 
Certificate
 
of
 
Incorporation.
 
The
Company’s stockholders
 
approved the proposal by the following vote:
Votes
 
For
Votes
 
Against
Abstentions
Non-Votes
65,710,702
19,551,796
80,316
3,058,159
Item 8.01.
 
Other Events.
At the Annual Meeting, the Company’s
 
stockholders approved an amendment to the Company’s
 
Second Amended and Restated
Certificate of
 
Incorporation (the
 
“Certificate of
 
Incorporation”) to
 
provide for
 
the exculpation
 
of officers
 
pursuant to
 
Delaware
law,
 
as described
 
in the
 
Company’s
 
proxy statement
 
for the
 
Annual Meeting.
 
Accordingly,
 
on October
 
4, 2024,
 
the Company
filed
 
a
 
certificate
 
of
 
amendment
 
to
 
its Certificate
 
of
 
Incorporation
 
with
 
the
 
Delaware
 
Secretary
 
of
 
State,
 
and
 
the
 
amendment
became
 
effective
 
on
 
the date
 
of
 
filing.
 
The
 
foregoing
 
description
 
of
 
the amendment
 
to the
 
Certificate
 
of
 
Incorporation
 
is not
intended to be complete and is qualified in its entirety by reference to the Company’s Composite Second Amended
 
and Restated
Certificate of Incorporation, a copy of which is attached hereto as Exhibit
 
3.1.
Item 9.01.
 
Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit
Number
Description
3.1
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 4, 2024
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer