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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 1, 2021
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
 
5.02
 
 
Departure
 
of
 
Directors
 
or
 
Certain
 
Officers;
 
Election
 
of
 
Directors;
 
Appointment
 
of
 
Certain
 
Officers;
Compensatory Arrangements of Certain Officers
On October 1,
 
2021, Cal-Maine Foods,
 
Inc. (the “Company”)
 
issued a press release
 
announcing the appointment
 
of Jeff Hardin
as Senior Vice President of Sales, effective October 1, 2021. 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 October 1, 2021.
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
70,478,159
15,832,092
3,029,326
Max P. Bowman
82,130,951
4,179,300
3,029,326
Letitia C. Hughes
80,959,514
5,350,737
3,029,326
Sherman L. Miller
83,419,348
2,890,903
3,029,326
James E. Poole
81,209,102
5,101,149
3,029,326
Steve W. Sanders
83,313,578
2,996,673
3,029,326
Camille S. Young
83,902,690
2,407,561
3,029,326
Proposal No. 2:
 
Ratification of
 
the selection
 
of Frost, PLLC
 
as the
 
independent registered public
 
accounting firm
 
for
the Company for fiscal 2022.
 
The Company’s stockholders approved the proposal by the following
 
vote:
Votes For
Votes Against
Abstentions
Non-Votes
89,203,504
79,192
56,881
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 1, 2021
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer