Shareholder Vote · Company Update

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 of 1934 Date of Report (Date of Earliest Event Reported): October 4, 2024 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 4, 2024 (the “Annual Meeting”). 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 68,050,669 17,292,145 3,058,159 Max P. Bowman 71,605,168 13,737,646 3,058,159 Letitia C. Hughes 71,743,606 13,599,208 3,058,159 Sherman L. Miller 74,003,234 11,339,580 3,058,159 James E. Poole 70,370,045 14,972,769 3,058,159 Steve W. Sanders 73,600,695 11,742,119 3,058,159 Camille S. Young 73,632,949 11,709,865 3,058,159 Proposal No. 2: Ratification   of the selection of Frost,   PLLC as the independent registered   public accounting firm for   the Company for fiscal 2025.   The Company’s stockholders approved   the proposal by the following vote: Votes   For Votes   Against Abstentions Non-Votes 88,158,964 179,260 62,749 N/A Proposal   No.   3:   Approval   of   an   amendment   to   our   Second   Amended   and   Restated   Certificate   of   Incorporation.   The Company’s stockholders   approved the proposal by the following vote: Votes   For Votes   Against Abstentions Non-Votes 65,710,702 19,551,796 80,316 3,058,159 Item 8.01.   Other Events. At the Annual Meeting, the Company’s   stockholders approved an amendment to the Company’s   Second Amended and Restated Certificate of   Incorporation (the   “Certificate of   Incorporation”) to   provide for   the exculpation   of officers   pursuant to   Delaware law,   as described   in the   Company’s   proxy statement   for the   Annual Meeting.   Accordingly,   on October   4, 2024,   the Company filed   a   certificate   of   amendment   to   its Certificate   of   Incorporation   with   the   Delaware   Secretary   of   State,   and   the   amendment became   effective   on   the date   of   filing.   The   foregoing   description   of   the amendment   to the   Certificate   of   Incorporation   is not intended to be complete and is qualified in its entirety by reference to the Company’s Composite Second Amended   and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit   3.1. Item 9.01.   Financial Statements and Exhibits. (d)   Exhibits Exhibit Number Description 3.1 Composite Second Amended and Restated Certificate of Incorporation of Cal-Maine Foods Inc., as amended through October 4, 2024 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 4, 2024 By:   /s/ Max P. Bowman   Max P. Bowman   Director, Vice President, and Chief Financial Officer