Executive Change · Shareholder Vote

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): September 30, 2022 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 Transition of Chief Executive Officer On September   30, 2022,   Cal-Maine Foods,   Inc. (the   “Company”) announced   that Adolphus B.   Baker, Chief   Executive Officer (“CEO”) and Chairman of the Board,   will step down as the Company’s CEO   effective immediately. Mr. Baker has   served as the Company’s   CEO   since   2010   and   was   elected   Chairman   of   the   Board   in   2012.   He   will   continue   to   serve   as   the   Company’s Chairman of the Board and as an executive officer of the Company. On September 30, 2022, the   Board of Directors named Sherman   L. Miller President and Chief   Executive Officer of the Company, effective immediately. This transition is consistent with the Board’s succession planning process. Mr. Miller previously served as the   Company’s   President   and   Chief   Operations   Officer   and   will remain   interim   Chief   Operations   Officer   until   a   successor   is named. Mr.   Miller   (age   48)   has   served   as   the   Company’s   President   since   2018,   as   its   Chief   Operations   Officer   since   2011,   and   as   a member of the Board since 2012. Mr. Miller has devoted his professional career to the Company since joining in 1996, including by   serving   in   various   positions   of   increasing   responsibility   in   operations   prior   to   his   promotion   to   Company   Vice   President, Operations, in 2007.   As   an   executive   officer   of   the   Company,   Mr.   Miller   receives   compensation,   including   base   pay,   bonuses,   certain   employee benefits,   and   awards under   the Company's   long-term   incentive plan.   The details   of his   compensation   for fiscal   year   2022   are disclosed   in   the   Company’s   proxy   statement   filed   with   the   Securities   and   Exchange   Commission   on   August   18,   2022. In connection with Mr.   Miller’s appointment as   Chief Executive Officer,   Mr. Miller is   receiving a $50,000   increase in base salary. Mr. Baker’s compensation has not been changed. There are no arrangements or understandings between Mr.   Miller and any other person pursuant to   which Mr. Miller was selected as an   officer   of   the   Company.   Mr.   Miller   does   not   have   any   family   relationship   with   any   director   or   executive   officer   of   the Company. There are no   related party transactions involving   Mr. Miller and   the Company that require   disclosure under Item   404(a) of Regulation S-K. 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 September 30, 2022. 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 64,668,716 18,777,142 3,197,612 Max P. Bowman 79,816,511 3,629,347 3,197,612 Letitia C. Hughes 78,964,259 4,481,599 3,197,612 Sherman L. Miller 80,774,682 2,671,176 3,197,612 James E. Poole 79,151,289 4,294,569 3,197,612 Steve W. Sanders 80,888,032 2,557,826 3,197,612 Camille S. Young 81,012,333 2,433,525 3,197,612                               Proposal No. 2:   Ratification of   the selection   of Frost, PLLC   as the   independent registered public   accounting firm   for the Company for fiscal 2023.   The Company’s stockholders approved the proposal by the following   vote: Votes For Votes Against Abstentions Non-Votes 86,411,238 146,716 85,516 N/A Item 9.01 – Financial Statements and Exhibits (d)   Exhibits Exhibit Number Description 99.1 Press Release issued by the Company on September 30, 2022 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: September 30, 2022 By:   /s/ Max P. Bowman   Max P. Bowman   Director, Vice President, and Chief Financial Officer