Executive Change

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 27, 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 (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. Appointment of Chief Operating Officer On March 27,   2023, Cal-Maine Foods,   Inc. (the “Company”)   issued a press   release announcing that   Todd Walters,   Vice President, Operations, has been appointed Chief Operating Officer effective March 27, 2023. Walters (age   52) joined   the Company   in 1997.   Since 2011,   he has   served as   Vice President   of Operations   for the   Company’s operations in   South Texas,   as well   as our   subsidiary Wharton   County Foods,   LLC’s facility   in Boling,   Texas. He   previously served in management positions at other locations of   the Company in Mississippi, Kansas, New   Mexico, and Ohio. Walters has served on the Board of The Ohio   Poultry Association and   The Texas Poultry Federation, where   he is currently an ex-officio member.   He is also   an active   member of   the United   Egg Producers.   Walters is   a graduate   of Mississippi   State University   with a   bachelor's degree in agriculture with a major in poultry science. As a member of the   executive management team of the Company, Walters   receives compensation, including base pay, bonuses, certain employee   benefits, and   awards under   the Company's   long-term incentive   plan. Walters   will receive   a base   pay of   $229,341. Walter’s will be   eligible to receive   bonus payments under   our general bonus   program. Officers in this   program are eligible   to earn a bonus equal to 50% of   the sum of the officer’s   base salary plus such officer’s   prior year’s bonus. Walters   will also be eligible to   receive   stock   grants   under   the   Company’s   long-term   incentive   plan   (“LTIP”)   which   is   administered   by   the   Long-Term Incentive Plan   Committee. While   the LTIP   Committee has   not developed   formal policies   concerning the   timing of   grants and other   matters,   its   practice   has   been   to   authorize   grants   of   restricted   shares   annually   in   mid-December,   with   the   grants   being effective the following   January. Walters will also receive   other customary   benefits provided   to executive   officers of the   Company. There are no   arrangements or understandings between   Walters and any   other person pursuant   to which Walters was   selected as an officer of the Company. Walters does not have any family relationship with any director or executive officer of the Company. There are   no related   party transactions   involving Walters   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. Supplemental Executive Retirement Plan and Split Dollar Life Insurance Plan On March   24, 2023,   the Company   adopted the   Cal-Maine Foods,   Inc. Supplemental   Executive Retirement   Plan (“SERP”),   an unfunded   deferred   benefit   plan,   and   a   Split   Dollar   Life   Insurance   Plan   (“Split   Dollar Plan”   and   together   with   the   SERP,   the “Plans”) designed   to provide   deferred compensation   and a   pre-retirement death   benefit for   a select   group of   management or   highly compensated   employees   of   the   Company.   The   Plans   are   effective   March   1,   2023   and   are   designed   to   be   exempt   from   the requirements of the   Employee Retirement Income   Security Act of 1974, as   amended (“ERISA”) as   unfunded arrangements for the benefit of a select group of highly compensated or management employees. Sherman   Miller,   President   and   CEO,   Max   Bowman,   Vice-President   and   CFO,   and   Rob   Holladay,   Vice-President   –   General Counsel are participating in the   Plans. Provided the vesting   conditions are met, participants   in the SERP   are eligible to receive an aggregate Retirement Benefit (as   defined in the SERP) of   $500,000, which is paid in   annual installments of $50,000   for 10 years. A participant   becomes vested   in the   Retirement Benefit   over five   years of   plan participation   at 20%   per year.   If a   participant becomes disabled, attains the retirement age of   65, or the Company experiences a change   in control, vesting will be accelerated to 100%. If a participant dies while employed,   he or she will not receive any benefits   under the SERP, but their beneficiaries will instead be   entitled to the   life insurance benefit   provided under the   Split Dollar Plan,   which is $500,000.   Participants forfeit all benefits if terminated for cause. The Company   has the   right, in   its discretion,   to amend   or terminate   the Plans   at any   time provided   that no   amendment shall deprive a   participant or beneficiary   of a   vested benefit amount   accrued prior   to the date   of the   amendment without the   written consent of the   participant or beneficiary. A copy of the   Plans are filed   with this Form   8-K as Exhibits   No. 10.1 and   10.2. As of the date of this Form 8-K, there are three Participants in the Plans.       Item 9.01.   Financial Statements and Exhibits (d)   Exhibits Exhibit Number Description 10.1 Supplement Executive Retirement Plan, adopted March 24, 2023 10.2 Split Dollar Life Insurance Plan, adopted March 24, 2023 99.1 Press Release issued by the Company on March 27, 2023 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 27, 2023 By:   /s/ Max P. Bowman   Max P. Bowman   Director, Vice President, and Chief Financial Officer