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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):
March 11, 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.)
 
 
3320 W Woodrow Wilson Ave
Jackson
,
MS
39209-3409
(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 Arrangement of Certain Officers.
 
On March 11,
 
2021,
 
the board
 
of directors
 
(the “Board”)
 
for Cal-Maine
 
Foods, Inc.
 
(the “Company”)
 
increased the
 
size of
 
the
Board from
 
six to
 
seven directors
 
and appointed
 
Camille S. Young
 
as an
 
independent director
 
with a
 
term expiring
 
at the
 
next
annual meeting of stockholders. She will join the Audit, Compensation, Nominating and Long-Term Incentive Plan Committees.
The Board affirmatively determined that Ms.
 
Young is “independent”
 
and meets
 
all applicable requirements to serve
 
on each such
committees,
 
including
 
without
 
limitation
 
those
 
under
 
the
 
Nasdaq
 
Listing
 
Standards
 
and
 
the
 
rules
 
and
 
regulations
 
under
 
the
Securities Exchange Act of 1934, as amended.
 
Ms. Young’s appointment was
 
not pursuant to any arrangement
 
or understanding with any third
 
party. As
 
of the date of
 
this report,
neither Ms. Young,
 
nor any of
 
her immediate family members,
 
is a party,
 
either directly or indirectly,
 
to any transaction that
 
would
be required to be reported pursuant to Item 404(a) of Regulation S-K.
 
Ms.
 
Young
 
will
 
be
 
compensated
 
for
 
her
 
services
 
in
 
accordance
 
with
 
the
 
Company’s
 
non-employee
 
director
 
compensation
program,
 
which provides for
 
an annual fee of
 
$45,000. The cash fee
 
is paid in quarterly
 
installments, in advance.
 
In connection
with her appointment to
 
the Board, Ms. Young also received
 
an award of 2,300
 
shares of restricted stock,
 
which will vest 100%
on the third anniversary of the date of grant.
 
 
Item 7.01 Regulation FD Disclosure
 
On March
 
11, 2021
 
the Company
 
issued a
 
press release
 
announcing the
 
appointment of
 
Ms. Young. A copy
 
of the
 
Company’s
press release is attached hereto as Exhibit 99.1 to this Current Report.
 
In accordance with General Instruction B.2 of Form 8-K, the information
 
in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, which are furnished herewith pursuant
 
to and relate to this Item 7.01, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to
the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be incorporated by reference into any filing
 
or other document filed by the Company with the SEC
pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the
rules and regulations of the SEC thereunder except as shall be expressly set forth by
 
specific reference to this Form 8-K in such
filing or document.
 
Item 9.01.
 
Financial Statements and Exhibits
 
(d)
 
Exhibits
Exhibit
Number
Description
99.1
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:
March 11, 2021
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer