0000016160 true ☐ ☐ ☐ ☐ 0000016160 2023-10-06 2023-10-06
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
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:
☐
 
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.
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Explanatory Note
Cal-Maine Foods, Inc. (the “Company”) is filing this Amendment No. 1 to the Current Report on Form 8-K filed on October 6,
2023 (the “Original Form 8-K”) for the sole purpose of disclosing the Company’s decision regarding how frequently it will
conduct future advisory votes on executive compensation. No other changes have been made to the Original Form 8-K.
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. 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
In accordance with
 
the results
 
of the vote
 
on this
 
proposal, the Company,
 
based on the
 
recommendation of its
 
Board of Directors
and the
 
vote of
 
its stockholders,
 
will hold
 
an advisory
 
vote on
 
the compensation
 
of its named
 
executive officers
 
every three
years until the
 
next required vote
 
on the frequency
 
of stockholder votes
 
on the compensation
 
of executives, which
 
will occur
no later than the Company’s annual meeting of stockholders in 2029.
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 20, 2023
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer
v3.23.3
Document and Entity Information
Oct. 06, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Oct. 06, 2023
Entity Registrant Name Cal-Maine Foods, Inc.
Entity File Number 001-38695
Entity Incorporation State Country Code DE
Entity Tax Identification Number 64-0500378
Entity Address Address Line 1 1052 Highland Colony Pkwy
Entity Address Address Line 2 Suite 200
Entity Address City Or Town Ridgeland
Entity Address State Or Province MS
Entity Address Postal Zip Code 39157
City Area Code 601
Local Phone Number 948-6813
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Central Index Key 0000016160
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol CALM
Security Exchange Name NASDAQ
Amendment Flag true
Entity Emerging Growth Company false
Amendment Description Explanatory Note Cal-Maine Foods, Inc. (the “Company”) is filing this Amendment No. 1 to the Current Report on Form 8-K filed on October 6, 2023 (the “Original Form 8-K”) for the sole purpose of disclosing the Company’s decision regarding how frequently it will conduct future advisory votes on executive compensation. No other changes have been made to the Original Form 8-K.
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