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8-KThe WireRoutine

Shareholder Vote

Filed Oct 6, 2023 · 2y ago · Accession 0001562762-23-000366

Plain English

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

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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): 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 (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 5.07 – Submission of Matters to a Vote of Security Holders. The Company’s Annual Meeting of Stockholders was held on October 6, 2023. Proposal No. 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 62,843,592 19,390,659 5,225,801 Max P. Bowman 69,996,455 12,237,796 5,225,801 Letitia C. Hughes 65,006,676 17,227,575 5,225,801 Sherman L. Miller 72,102,336 10,131,915 5,225,801 James E. Poole 64,932,815 17,301,436 5,225,801 Steve W. Sanders 66,387,583 15,846,668 5,225,801 Camille S. Young 66,808,403 15,425,848 5,225,801 Proposal No. 2:   Advisory vote on the   compensation of our   named executive officers. The Company’s stockholders approve the proposal by the following vote: Votes For Votes Against Abstentions Non-Votes 78,521,394 3,587,645 125,212 5,225,801 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 Proposal No.   4: Ratification   of the   selection of   Frost, PLLC   as the   independent registered   public accounting   firm for the Company for fiscal 2024.   The Company’s stockholders approved the proposal by the following   vote: Votes For Votes Against Abstentions Non-Votes 87,069,604 295,584 94,864 N/A 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 6, 2023 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
Oct 6, 2023
Report date
Oct 6, 2023
Document
calm8k20231006.htm
Size
153 KB