Change of Control · Material Agreement

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): February 25, 2025 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 1.01   Entry into a Material Definitive Agreement. Background Cal-Maine Foods, Inc. (“Cal-Maine Foods,” the “Company,” “we,” “us” or “our”)   has been controlled by members of the family of our   founder, Fred   R. Adams, Jr.,   since its   founding and   since it   became a   public company.   In connection   with Mr. Adams’ estate planning   in 2018,   Mr. Adams’ four daughters   and Adolphus B.   Baker, Chair   of the   Company’s Board   of Directors   (the “Board”) and   Mr. Adams’ son-in-law   (the “Members”)   (and/or their   respective predecessors-in-interest),   took certain   actions, including forming   DLNL, LLC,   a Delaware   limited liability   company (“Daughters’ LLC” and   together with   the Members,   the “Stockholder Parties”),   to enable   Mr. Adams’ family to   continue to   own and   retain shares   of the   Company’s Class A common stock, $0.01 par   value per share   (the “Class A Shares”), and common   stock, $0.01 par   value per share   (the “Common Shares”) sufficient   to   maintain   majority   voting   control   of   the   Company   after   his   death   and   to   provide   for   the   long-term,   stable   and consistent ownership and governance of the Company.   Mr. Adams passed away on March 29, 2020. Daughters’   LLC holds 4,800,000 Class   A Shares,   representing 100% of the   outstanding Class A   Shares.   The Class   A Shares   have ten votes per   share and are   convertible on a   share-for-share basis into   Common Shares, which   have one vote   per share.   Generally, the Class A   Shares automatically convert to Common Shares upon transfer to persons not related to the family. The outstanding Class   A Shares   currently represent approximately   52.0% of the Company’s   total voting power.   In addition to the Class A Shares, Daughters’ LLC   also holds   1,087,956 Common Shares,   bringing the   total voting   power of   the shares   held by Daughters’ LLC to approximately   53.2%. The Members have   informed the Board   that they are   potentially interested in   diversifying their respective   financial portfolios (the “Potential Portfolio Diversification”), including through   the potential sale of   all or a portion   of the Common Shares   underlying the Class   A Shares   held by Daughters’   LLC, as most   of them have   become more focused   on their individual   estate planning efforts and philanthropic   endeavors.   The Potential   Portfolio Diversification   could result   in Daughters’ LLC   ceasing to   have majority voting control of the Company, which in turn would result in the Company ceasing   to be a “controlled company” pursuant to the rules of The Nasdaq Stock Market. The Members indicated that they were willing to work with the Company towards achieving a smooth   transition. Before   giving effect   to any   potential sales,   if Daughters’   LLC were   to convert   its Class A   Shares into   Common Shares, Daughters’ LLC’s total voting   power would decline   from 53.2% to   12.0% of the   voting power of   the Company’s then- outstanding Common Shares. The Class A Conversion would have no impact   on the Daughters’ LLC’s economic interest in the Company, which would remain at 12.0%. As noted above, Mr. Baker has an interest in the Potential Portfolio Diversification   and, as a director, has an interest in certain of the potential   actions by   the Company to   address the Potential   Portfolio Diversification.   Because Mr. Baker’s interests   may be different   from   the   interests   of   the   stockholders   generally,   the   Board   authorized   a   special   committee,   consisting   solely   of disinterested   independent directors   (the “Special   Committee”), to   consider what   corporate actions,   if   any, should   be   taken to address the impact of the Potential Portfolio Diversification on the Company and its stockholders. The Special Committee, among other things,   considered and determined that it was   in the best interests of   the Company and its stockholders for the Company   to facilitate the Members’   sale of their Common   Shares, including the Common   Shares underlying their Class A Shares, and manage the   loss of controlled company   status, in each   case, in an orderly   manner in compliance with legal requirements. On February 24, 2025,   the Special Committee   unanimously recommended to   the Board, and,   on February 25,   2025, the   Board approved the   Agreement Regarding Conversion   (the “Conversion   Agreement”), by and among   the Company and the   Stockholder Parties, including the documents contemplated   by that agreement, which include:   (i) the Third   Amended and Restated Certificate of Incorporation of the Company (“Restated Charter”),   to become effective upon filing with the   Delaware Secretary of State (the “Restated   Charter   Effective   Date”),   (ii) the Amended   and   Restated   Bylaws of   the   Company   (“Restated   Bylaws”), to   become effective   on   the Restated   Charter   Effective Date,   and   (iii) an   amendment and   restatement of   the   Daughters’ LLC’s   operating agreement   to   permit   Daughters’ LLC   to   take   the   actions   provided   for   in   the   Conversion Agreement   (the   “Daughters’ LLC Amendment”).   The Conversion   Agreement, including   the documents   contemplated by   that agreement,   are referred   to collectively as the   “Transactions.”   At the   meeting at   which the   Board approved   the Conversion Agreement,   the Board   also unanimously approved and declared advisable the Restated Charter, and directed that it be submitted for stockholder approval by the majority written consent of stockholders. Thereafter, on February 25, 2025, the Conversion Agreement was   executed and delivered by   the Company and the   Stockholder Parties, and Daughters’ LLC executed and delivered the majority written consent in lieu of a meeting of stockholders approving the Restated Charter (the   “Majority Written Consent”)   in accordance with Section 228   of the Delaware General   Corporation Law (the “DGCL”).           As requested by the   Board, Mr. Baker   plans to continue to   serve as Board   Chair at least until   the Company’s 2027 annual   meeting of stockholders. Contemporaneously with   the filing   of this   Current Report   on Form   8-K, the   Company is   also filing   a preliminary   Information Statement with the U.S. Securities and Exchange Commission (“SEC”) regarding the Restated Charter and related matters.   The Restated Charter will become effective upon filing with the Secretary   of State of the State of Delaware (the “Delaware Secretary of State”),   which the   Company expects   to occur   on or   promptly after   the 20th   calendar day   following the   distribution of   the definitive Information Statement to stockholders. Because the Restated Charter   has been approved by   the Board and by   the stockholder vote required   by law, the Company   will not be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter. Agreement Regarding Conversion The Conversion Agreement provides for the following: ● The approval by the Board, and approval by   Daughters’ LLC   by majority written consent, of the Restated Charter,   to be effective upon the Restated Charter Effective Date; ● The approval   by the   Board of   the Restated   Bylaws, which   include provisions   that align   with the   Restated Charter,   to become effective on the Restated Charter Effective Date; ● The agreement by the Stockholder Parties not to convert any Class A Shares into Common Shares prior to the Restated Charter Effective Date; ● The agreement by the Stockholder Parties that if   Daughters’ LLC converts any Class A   Shares into Common Shares, it will simultaneously convert all (but not less than all) Class   A Shares into Common Shares (the “Class A   Conversion”); ● After   the   effective   date   of   the   Class A   Conversion   (the   “Class A   Conversion   Date”),   and   ending   on   the   12-month anniversary of   the Class   A   Conversion Date   (or, if   earlier, December 31, 2026),   certain registration   rights of   the Members to offer or sell Common Shares in a registered offering under the Securities   Act; and ● The adoption by the   Stockholder Parties of an   amended and restated limited   liability company operating agreement of Daughters’ LLC, which provides for   certain changes to   permit Daughters’ LLC to take   the actions provided   for in the Conversion Agreement. The Conversion Agreement   also provides   that, prior   to the   expiration of   the registration   rights, each   Stockholder Party   agrees (i) to cause all   Common Shares and   Class A Shares held by such   Stockholder Party (or   over which such   Stockholder Party has voting discretion or   control as of   the applicable record   date) to be   present either in   person or by   proxy for quorum   purposes at any stockholders’ meeting at which   directors of the   Company are elected,   and (ii) to vote,   or cause to   be voted, such   Common Shares and Class A Shares held by it (or over which such Stockholder Party has voting discretion or control) in favor of not less than three independent directors. The Transactions do not   require any Stockholder   Party to convert   Class A Common Shares into Common   Shares or to   sell any Common Shares.   As noted above, the registration rights provided to the Members pursuant to the Conversion   Agreement expire on the 12-month anniversary of the Class A   Conversion Date (or, if earlier, December 31, 2026). The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Conversion Agreement, a copy of which is filed herewith   as Exhibit 99.1. Item 1.02   Termination of a Material Definitive Agreement. Pursuant   to the   Conversion Agreement,   that certain   Agreement Regarding   Common Stock,   dated as   of   July 20, 2018,   by   and among the Company and   the Members, among others,   which is filed as   Exhibit 10.1 to the Company’s   annual report on Form 10- K   for   the   fiscal   year   ended   June 1, 2024,   terminated   on   February 25, 2025,   upon   execution   and   delivery   of   the   Conversion Agreement. Item 5.01 Changes in Control of Registrant. (a) The Company has not experienced a change of control.         (b) As   described   in   Item 1.01,   if   the   Class A Conversion   occurs,   Daughters’ LLC   will   no   longer   control   a   majority   of   the Company’s total voting power, and the   Company would no longer be a   “controlled company” under the rules   of The Nasdaq Stock Market.   As described in   Item 1.01, the Conversion Agreement does   not require Daughters’ LLC to   convert its Class A Shares   or to sell any shares of   the Company.   Therefore, there can be   no assurance that the   Class A Conversion will occur or,   if so, when it   will occur. However, even if the   Class A Conversion occurs, it would represent a dissipation of control, not a   “change of control” in the traditional sense because no other third party would be acquiring control. For example, the Class   A Conversion would not be considered a “change of control” for purposes of the Company’s incentive plan or outstanding equity grants. The   description   of   the   Conversion Agreement   and   the   documents   contemplated   by   that   agreement   set   forth   in   Item 1.01   is incorporated by reference into this Item 5.01. Item 5.03 Amendments to   Articles of Incorporation or Bylaws; Change in Fiscal Year. Third Amended and Restated Certificate of Incorporation As described in   Item 1.01, the   Restated Charter will   become effective upon   filing with the   Delaware Secretary of   State, which the Company expects to occur on or promptly after the 20th calendar day following the distribution   of the definitive Information Statement to   stockholders. The Restated   Charter provides for   the following   changes, among others,   to the   Company’s existing Second Amended and Restated Certificate of Incorporation,   as amended (the “Current Charter”): Authorization of Undesignated Preferred Stock Under the Restated   Charter, the Board   will have the   authority, without further   action by the   stockholders, to authorize   the issuance by the Company of up to 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), in one or more series and to fix the rights, preferences,   privileges   and restrictions granted to or imposed   upon the Preferred Stock.   Any or all of these rights may be greater than the rights of our Common Shares or Class   A Shares. Under the Current Charter, the Company   is not authorized to issue preferred stock. Classified Board The Restated Charter   provides for classification   of the Board,   pursuant to which   directors will be   divided into three   classes, as nearly equal   in number   as possible.   The directors   in Class I   will each   have a   term expiring   at the   first annual   meeting of   the stockholders following the effectiveness of   the Restated Charter.   The directors in Class II will   each have a term expiring   at the second annual   meeting of   the stockholders   following the   effectiveness of   the Restated   Charter.   The directors   in Class III   will each have a term expiring at the third annual meeting of stockholders following the effectiveness of the Restated Charter. At each annual   meeting of stockholders   of the Company   beginning with the   first annual meeting   of stockholders following   the effectiveness of the Restated Charter,   subject to any rights of   the holders of shares of   any class or series of   Preferred Stock, the successors of   the directors   whose term   expires at   that meeting   shall be   elected to   hold office   for a   term expiring   at the   annual meeting of stockholders held   in the third year   following the year of   their election and will   hold office until   their successors are duly elected and   qualified, subject to   such director’s earlier   death, resignation or   removal.   In the case   of any increase   or decrease, from time to time,   in the number of   directors of the Company,   the number of directors   in each class shall   be apportioned as nearly equal as possible.   No decrease in the number of directors shall shorten the term of any incumbent director. Upon the effective date of the Restated Charter, the Board will be classified into three classes, and it is expected   that the current directors will be apportioned into the three classes as provided below: Class Directors Class I (terms expiring at the 2025 Annual Meeting) Sherman L. Miller and Camille S.   Young Class II (terms expiring at the 2026 Annual Meeting) Max P. Bowman and Letitia C. Hughes Class III (terms expiring at the 2027 Annual Meeting) Adolphus B.   Baker, Steve W.   Sanders and James E.   Poole Pursuant to the Current   Charter, the Board is not   classified, and directors are elected   at each annual meeting to   serve for a term of one year and until their successors are duly elected and qualified.   No Cumulative Voting in Director Elections Under the Restated Charter, cumulative voting in director elections will not be permitted. Cumulative voting,   which is permitted by the   Current Charter,   is a   process for   electing directors   that permits   each stockholder   to cast   a number   of votes   equal to   the number of   Board seats   up for   election, multiplied   by the   number of   votes attributable   to the   Company Shares   the stockholder owns. Those votes can then be allocated by the stockholder disproportionately to one or more candidates. Removal of Directors by Stockholders Only for Cause Under the   Restated Charter,   subject to   the rights   of holders   of any   series of   Preferred Stock   with respect   to the   election of   directors, a director may be removed   from office by the stockholders   of the Company only for   cause and only by the   affirmative vote of the holders of at least a majority   of the voting power of   all then outstanding shares of capital stock   of the Company entitled to vote generally in the election of directors, voting together as a single class. The DGCL permits corporations with classified boards to include this   provision in   their charters.   The Current   Charter and   the Company’s   existing Amended   and Restated   Bylaws (the “Current Bylaws”)   are silent   with regard   to the   removal of   directors, and   therefore, pursuant   to the   DGCL, directors   may be removed, with or without cause, by the holders of a majority of the voting power. Vacancies and Newly Created Directorships The Restated Charter provides that, subject   to the rights of holders of any   series of Preferred Stock with respect   to the election of directors, vacancies   occurring on   the Board   for any   reason and   newly created   directorships resulting   from an   increase in   the number of directors   may be filled   only by vote   of a majority   of the remaining   members of the   Board, although less   than a quorum, or by a sole remaining director, at any meeting of the Board and   not by the stockholders.   A person so elected by the   Board to fill a vacancy or newly   created directorship shall hold   office until the next   election of the class   for which such person   shall have been assigned by the Board and until such person’s successor shall be duly elected and qualified or until such director’s   earlier death, resignation or removal.   The Current Bylaws   contain a similar   provision, but do   not restrict the   power to fill   vacancies to the   Board and do not address vacancies occurring in a class of directors, as under the Current Charter the Board is not classified. Amendments to Charter Pursuant to   the Restated   Charter, any   amendment to   the Restated   Charter will   require the   affirmative vote   of the   holders of   at least 66 2 / 3 % of the voting   power of all then outstanding   shares of capital stock of   the Company entitled to vote   generally in the election of directors, voting together as a single class.   In addition, so long as any Class A Shares are outstanding, the Company may not, without first obtaining the approval by vote or written consent in the manner provided by law of the holders of not less than   66 2 / 3 %   of   the   total   number   of   Class A Shares   outstanding,   voting   separately   as   a   class,   (i) alter   or   change   the   rights   or privileges of   Class A Shares, (ii) amend any   provision of the   section of the   Restated Charter designating   the special rights   and privileges   of   the   Class   A   Shares   affecting   the   Class   A   Shares   or   (3) effect   any   re-classification   or   re-capitalization   of   the Company’s outstanding capital stock. The   Current   Charter   contains   the   same   provisions   with   respect   to   the   special   voting   rights   of   the   Class A   Shares   described immediately above. The Current Charter is otherwise silent with respect to   amendments; therefore, under the DGCL, except for such special voting rights of the Class A   Shares, or as may otherwise be required by law, the Current Charter can be amended by the approval of a   majority in voting interest   of the Common Shares   and Class A Shares issued and outstanding, voting together as a group. Amendments to Bylaws Under the Restated Charter,   the bylaws of the   Company then in effect   may be amended by   the Board or the   affirmative vote of the holders of at least 66 2 / 3 % of the voting power of all then outstanding   shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. The Current Charter provides that the Board is authorized to amend the Company’s   bylaws, and the Current Bylaws provide that they may be amended by the   Board or by the stockholders by   the vote of the holders of   a majority in voting interest of   the capital stock having voting power present in person or represented by proxy. Stockholder Action by Written Consent The Restated Charter specifically denies the   ability of stockholders to act by   written consent. The Current Charter is silent   with respect to   the ability   of   stockholders to   act by   written consent;   therefore, under   the DGCL,   stockholder action   may be   taken without a meeting, without prior notice   and without a vote, if a consent   or consents, setting forth the action so   taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Special Meetings of Stockholders The Restated   Charter provides   that special   stockholder meetings   may be   called at   any time   only by   the Board   Chair or   by the Board.   The ability of stockholders to call special stockholder meetings is specifically denied. The Current Charter is silent with respect to calling special stockholder meetings, and the Current Bylaws provide that special stockholder meetings may be called by the Board   Chair, chief executive   officer, president, a   majority of the   Board, or by   stockholders owning a   majority in voting interest of the entire capital stock of the Company issued and outstanding and entitled to vote. Indemnification Under the Restated Charter, the   Company will indemnify its directors   and officers to the fullest   extent authorized or permitted by the DGCL,   as now   or hereafter   in effect.   A director’s   right to   indemnification will   include the   right to   be paid   the expenses incurred in   defending or   otherwise participating   in any   proceeding in   advance of   its final   disposition, but   only if   that director presents to the   Company a written   undertaking to repay   that amount if   it shall ultimately   be determined that   the director is   not entitled to be indemnified.   Insurance Pursuant to the Restated Charter, the Company may purchase and maintain insurance on behalf of any   current or former director or officer against any liability asserted against that person to the fullest extent authorized or permitted by the DGCL. Forum Selection The Restated Charter provides that,   unless a majority of the   Board, acting on behalf of   the Company, consents in writing   to the selection of   an alternative   forum, the   Court of   Chancery of   the State   of Delaware   (or, if   the Court   of Chancery   does not   have jurisdiction, another state court located within the State of   Delaware or, if no state court located within the State of Delaware   has jurisdiction, the   federal district   court for   the District   of Delaware),   will be   the sole   and exclusive   forum for   (i) any derivative action or   proceeding brought   on behalf   of the   Company under   Delaware law,   (ii) any action   asserting a   claim of   breach of   a fiduciary   duty   owed   by   any   current   or   former   director,   officer   or   other   employee   of   the   Company   to   the   Company   or   the Company’s stockholders,   (iii) any action   asserting a   claim against   the Company   or any   of its directors,   officers or other   employees arising pursuant to   any provision of   the DGCL, the   Company’s certificate of   incorporation or bylaws   (in each   case, as may   be amended   from   time   to   time),   (iv) any   action   asserting   a   claim   against   the   Company   or   any   of   its   directors,   officers   or   other employees   governed   by   the   internal   affairs   doctrine   of   the   State   of   Delaware   or   (v) any   other   action   asserting   an   “internal corporate claim,” as defined in Section 115 of   the DGCL, in all cases subject to   the court’s having personal jurisdiction over all indispensable parties named as defendants. The Restated Charter further provides that, unless a majority of the Board, acting on behalf of the Company, consents in writing to the selection of an alternative forum,   the federal district courts of the United States   of America will be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities   Act. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Company’s Third Amended and   Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 99.2. Amended and Restated Bylaws As described in   Item 1.01, the   Restated Bylaws will   become effective when   the Restated Charter   becomes effective. The   Restated Bylaws contain changes that align   with the Restated Charter. In   addition, the Restated Bylaws provide   for the following changes, among others, to the Current Bylaws: Advance Notice for Stockholder Proposals and Director Nominations The   Restated   Bylaws   establish   advance   notice   procedures   for   stockholder   proposals   to   be   brought   before   a   meeting   of   our stockholders, including   proposed nominations   of persons   for election   to the   Board.   At an   annual meeting,   stockholders may consider only   proposals or   nominations (i) specified   in the   notice of   the meeting   given at   the direction   of the   Board, or   as otherwise properly brought   before the meeting   at the direction   of the Board,   or (ii) submitted by   a stockholder   who is a   stockholder of   record at the time of   giving the notice provided   for in the Restated   Bylaws through the meeting   date, is entitled to   vote at the   meeting and complies with the advance notice procedures, including with respect to timing and content, set forth in the   Restated Bylaws.   To be timely, stockholder notice of   proposals and nominations must be received   by the corporate secretary no later   than the close   of business on   the 90th day,   and no earlier   than the 120th   day, prior   to the first   anniversary of the   date of   the preceding year’s annual meeting (unless the meeting date is significantly shifted as provided in the Restated Bylaws). At a special meeting, stockholders may   consider only business brought before the meeting   pursuant to the Company’s notice of the meeting, and if the notice   includes director elections, nominations may   be made (i) at the direction of   the Board or (ii) by any stockholder who is a stockholder of record at the time of giving the notice provided for in   the Restated Bylaws through meeting date,   is entitled   to vote   at   the meeting   and on   the election,   and complies   with the   advance notice   procedures, including   with respect to timing   and content, set   forth in the   Restated Bylaws.   To be timely,   stockholder notice of   a nomination must   be received by the corporate secretary no earlier than the close of business on the 120th day prior   to the special meeting and no later than the close of   business on   the later   of (i) the   90th day   prior to   the meeting   and (ii) the   tenth day   following the   day on   which public disclosure of the date of the meeting is first made by the Company. In addition,   stockholders may   consider a   stockholder proposal   included in   the Company’s   proxy materials   in compliance   with Rule 14a-8 under the Exchange Act.   All proposals and nominations must also comply with all applicable legal requirements. Director Eligibility Under the Restated Bylaws, no person will be eligible for election as a director unless he or she has, within ten days following a reasonable request, made himself or herself available to be interviewed by the Board (or any committee or other subset thereof). Conduct of Meetings Under the Restated Bylaws,   the Board Chair (or,   in his or   her absence, a   director or officer   appointed by the   Board) will act as the chairperson of stockholder meetings.   The Board and the chairperson   of a stockholder meeting may   adopt rules, regulations and procedures for the conduct of   that meeting, and the chairperson will   have the authority to convene and (for   any or no reason) recess or adjourn that meeting. Lead Independent Director Pursuant to   the Restated Bylaws,   if the   Board Chair does   not qualify   as independent, the   independent directors shall   appoint a lead independent director.   The lead independent director,   if any, shall   preside at all   executive sessions of   the Board, serve as   a liaison to the   Chief Executive Officer   and other directors   not present at   executive sessions of   the Board regarding   topics discussed in executive   session or   other matters   as may   be raised   from time   to time   by one   or more   independent directors, work   with the Board Chair   and other   directors to   determine agenda   items for   Board meetings,   have the   power to   call meetings   of the independent directors, and have such   other responsibilities, and perform   such duties, as may   from time to time   be assigned to him   or her by the Board. The independent directors   may remove or replace   the lead independent director   from such position at   any time with or without   cause by   the vote   of a   majority of   the independent   directors present   at a   duly convened   Board meeting.   The independent directors shall periodically consider whether and, if   so, when to rotate the position of lead   independent director, and may appoint a   lead   independent   director   for   a   specified   term,   which   may   be   renewed.   Pursuant   to   the   Restated   Bylaws,   the   independent directors will appoint a lead independent director, effective as of the Restated Charter Effective Date. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Restated Bylaws, a copy of which is filed herewith as Exhibit 99.3. Item 5.07 Submission of Matters to a Vote of Security Holders. On February 25, 2025, the Board   approved the Transactions, including approving and declaring advisable the Restated Charter, and   directing   that   it   be   submitted   for   stockholder   approval   by   the   majority   written   consent   of   stockholders.   Also   on February 25, 2025, Daughters’   LLC delivered   the Majority   Written   Consent to   the   Company approving   the Restated   Charter.   Because the Majority Written Consent is sufficient to satisfy the stockholder vote requirement under the DGCL for the approval of   amendments   to   the   Current   Charter,   no   additional   stockholder   vote   will   be   needed   to   approve   the   Restated   Charter.   Consequently, the Company will not be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter. Pursuant to Section 228 of the DGCL, Article II, Section 11 of the Current Bylaws and Section 14(c) of the Securities   Exchange Act   of   1934,   as   amended   (the   “Exchange Act”),   and   the   regulations   promulgated   thereunder,   including   Regulation   14C,   a Schedule 14C Information Statement will be filed with the SEC   and sent or given to the stockholders of the Company to   provide prompt notice of the taking   of a corporate action by   written consent of stockholders to   the Company’s stockholders who   have not consented in writing to such action. Item 7.01 Regulation FD Disclosure. The Company also announced on February 25, 2025 that its   Board has approved a new $500 million share repurchase program. The share repurchase program authorizes   the Company, in management’s discretion,   to repurchase Common Shares from time   to time for an aggregate purchase   price up to $500   million (exclusive of any fees,   taxes, commissions or other expenses related   to such repurchases),   subject to   market conditions   and other   factors. The   actual timing,   number and   value of   shares repurchased under the program will be   determined by management in its   discretion and will depend on   a number of factors, including,   but not limited to, the market price of the Common Shares and general market and economic conditions. The Company expects to strategically and opportunistically repurchase shares from time to time through solicited or unsolicited transactions in the   open market, in   privately negotiated transactions   or by other   means in accordance   with securities laws.   It is also possible   that the   Company could   use a   portion of   its new   share repurchase   program to   repurchase some   of the   Members’ Common Shares   as   part of   the Potential   Portfolio Diversification.   Any repurchases   from   the   Members would   require special approval from the Special Committee. The Company expects that share repurchases under the program will be funded from one or a   combination of   existing cash   balances and   future free   cash flow.   The share   repurchase program   does not   obligate the   Company to repurchase any specific amount of shares, does not   have an expiration date, and may be suspended, modified   or discontinued at any time without prior notice. Cal-Maine   Foods   issued   a   press   release,   dated   February 25,   2025,   titled   “Cal-Maine   Foods,   Inc. Announces Agreement   with Company’s Founder’s Family and Also Announces New $500 Million Share   Repurchase Program.” A copy of the press release is furnished herewith as Exhibit 99.4 and is incorporated herein by reference. The information included   in this Item 7.01,   including Exhibit 99.4 furnished   herewith, is being   furnished and shall   not be deemed to be   filed for purposes   of Section 18 of   the Exchange Act, or   otherwise subject to   the liabilities of   that section, nor   shall it be deemed incorporated by reference into   any filing under the Securities Act of   1933, as amended, or   the Exchange Act, except as shall be expressly set forth by specific reference in such filing. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING   STATEMENTS Certain statements contained in this Current Report on Form 8-K may contain “forward-looking statements” within   the meaning of Section 27A   of the   Securities   Act of   1933, as   amended, and   Section 21E of   the Exchange   Act.   Such forward-looking   statements are   identified   by   the   use   of   words   such   as   “believes,”   “intends,”   “expects,”   “hopes,”   “may,”   “should,”   “plans,”   “projected,” “contemplates,” “anticipates,” or   similar words.   Actual outcomes or   results could differ   materially from those   projected in the forward-looking statements.   The forward-looking   statements are   based on   management’s current   intent, belief,   expectations, estimates, and projections   regarding the Company   and its industry.   These statements are   not guarantees of   future performance and involve risks, uncertainties, assumptions, and other   factors that are difficult to predict   and may be beyond our   control.   The factors that could cause actual results to differ materially from those projected in   the forward-looking statements include, among others,   (i) the   risk   factors   set   forth   in   Part I   Item 1A   Risk   Factors   of   our Annual   Report   on   Form 10-K   for   the   year   ended June 1, 2024, as well as those included in other reports we file from time to time with the SEC (including our Quarterly Reports on Form 10-Q and Current   Reports on Form 8-K), (ii) the   occurrence of any event,   change or other circumstances   that could give rise to the Board’s decision to abandon   the Restated Charter or to the termination   of the Conversion Agreement,   (iii) the effect of the announcement of the Conversion Agreement on the Common Shares’ trading price, the ability of the Company to retain and hire   key   personnel   and   maintain   relationships   with   its   customers   and   suppliers,   and   on   the   Company’s   operating   results   and business generally, (iv) the impact on the Common Shares’ trading price of the sale or marketing, or potential sale or marketing, of a significant number of   Common Shares as part of the   family’s portfolio diversification, (v) the risks and   hazards inherent in the shell egg business (including disease, pests, weather conditions, and potential   for product recall), including but not limited to the current outbreak   of HPAI affecting   poultry in the   U.S., Canada and   other countries that   was first detected   in commercial flocks in the   U.S. in   February 2022 and   that first   impacted our   flocks in   December 2023, (vi) changes   in the   demand for   and market prices of shell eggs and   feed costs, (vii) our ability   to predict and meet   demand for cage-free and   other specialty eggs, (viii) risks, changes, or obligations   that could result   from our recent   or future acquisition   of new flocks   or businesses and   risks or changes that may cause conditions   to completing a pending   acquisition not to   be met, (ix) risks relating   to changes in   inflation and interest rates, (x) our   ability to   retain existing   customers, acquire   new customers   and grow   our product   mix, (xi) adverse   results in   pending litigation matters, and (xii) global   instability, including as a   result of the war   in Ukraine, the conflicts   in Israel and surrounding areas and attacks on shipping in the   Red Sea.   Readers are cautioned not to place undue   reliance on forward-looking statements because, while we   believe the assumptions   on which   the forward-looking statements   are based are   reasonable, there can   be no assurance that these forward-looking statements will prove   to be accurate.   Further, forward-looking statements included herein are only made as   of the respective dates   thereof, or if no   date is stated, as   of the date hereof.   Except as otherwise required   by law, we disclaim any intent   or obligation to update publicly   these forward-looking statements, whether because   of new information, future events, or otherwise.       Additional Information and Where to Find It This   Current   Report   on   Form 8-K   is   being   made   in   respect   of   the Transactions   involving   the   Company   and   the   Stockholder Parties.   Contemporaneously   with   the   filing   of   this   Current   Report   on   Form   8-K,   the   Company   is   also   filing   a   preliminary Information Statement, containing the   information with respect to   the Restated Charter specified   in Schedule 14C promulgated under the   Exchange Act.   When completed,   a definitive   Information Statement   will be   mailed or   delivered to   the Company’s stockholders.   This Current   Report on Form 8-K is not a substitute for the Information Statement on Schedule 14C, or any other document that the Company may file with the SEC or send to its stockholders in connection with the Transactions. STOCKHOLDERS OF THE COMPANY   ARE URGED TO READ   ALL RELEVANT DOCUMENTS   FILED WITH THE SEC, INCLUDING   THE   INFORMATION   STATEMENT   ON   SCHEDULE   14C,   AS   WELL   AS   ANY   AMENDMENTS   OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY WHEN THEY BECOME   AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION   ABOUT THE TRANSACTIONS. The Company’s stockholders   may obtain copies   of all documents   filed by the   Company with the   SEC, free of   charge, at the   SEC’s website,   www.sec.gov   or   from   the   Company’s   website   at   https://www.calmainefoods.com/sec-filings   or   by   contacting   the Company’s Secretary in   writing or by   telephone at Cal-Maine   Foods, Inc., ATTN:   Max P. Bowman, Secretary,   1052 Highland Colony Pkwy, Suite 200, Ridgeland, MS   39157, telephone number (601) 948-6813. Item 9.01.   Financial Statements and Exhibits (d)   Exhibits Exhibit Number Description 99.1 Agreement   Regarding   Conversion   dated   February 25, 2025   by   and   among   Cal-Maine   Foods,   Inc., DLNL, LLC, and each member of DLNL, LLC 99.2 Third   Amended   and   Restated   Certificate   of   Incorporation   to   be   effective   on   the   Restated   Charter Effective Date 99.3 Amended and Restated Bylaws to be effective on the Restated Charter Effective Date 99.4 Press Release issued by the Company on February 25, 2025 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: February 25, 2025 By:   /s/ Max P. Bowman   Max P. Bowman   Director, Vice President, and Chief Financial Officer