FilingIndex
8-KThe WireRed Alert

Executive Change · Reg FD Disclosure

Filed Mar 11, 2021 · 5y ago · Accession 0001562762-21-000109

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 Press Release issued by the Company on March 11, 2021 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
Filing details
Ticker
CALM
CIK
16160
Form type
8-K
Filing date
Mar 11, 2021
Report date
Mar 11, 2021
Document
calm8K20210311.htm
Size
192 KB