8-KThe WireRed Alert
Executive Change · Reg FD Disclosure
Filed Aug 11, 2025 · 10mo ago · Accession 0001562762-25-000210
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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):
August 11, 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 11,
2025, the
board of
directors (the
“Board”) of
Cal-Maine Foods,
Inc. (the
“Company”) increased
the size
of the
Board from seven
to eight directors,
designated the newly
created directorship
as a Class I
directorship, and
appointed Melanie
Boulden
as an
independent
Class I
director,
to
serve
until
the
Company’s
2025
annual meeting
of
stockholders
and until
her
successor
is
duly
elected
and
qualified.
Effective
September
1,
2025,
Ms.
Boulden
will
join
the
Compensation, Audit,
and
Nominating and Corporate Governance Committees.
The Board affirmatively determined that
Ms. Boulden is independent
within
the meaning of Nasdaq’s Listing Standards and meets all applicable requirements to serve on each such committee, including the
requirements of Nasdaq and the Securities Exchange Act
of 1934, as amended (the “Exchange
Act”) and the regulations pursuant
thereto.
Ms.
Boulden
will
be
compensated
for
her
services
in
accordance
with
the
Company’s
non-employee
director
compensation
program which provides for an annual fee of $45,000. The fee is paid in quarterly
installments, in advance. On August 11, 2025,
Ms. Boulden received
a grant of 938 restricted
stock awards (“RSAs”) under
the Company’s Amended and Restated
Cal-Maine
Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended.
Such RSAs vest 100% on January 14, 2028.
Item 7.01 Regulation FD Disclosure
On August 11, 2025
the Company issued a press
release announcing the appointment of Ms.
Boulden as a Class I
director. A
copy
of the Company’s press release is attached hereto as Exhibit 99.1 to this Current
Report.
On August 11, 2025, the Company issued a press release announcing the appointment of Keira Lombardo as the Company’s first
Chief Strategy Officer. A copy of the Company’s press release is attached hereto as Exhibit 99.2 to this Current Report.
In accordance with
General Instruction B.2
of Form 8-K, the
information in this
Item 7.01 of this
Current Report on Form
8-K,
including Exhibits 99.1 and
99.2 hereto, which are
furnished herewith pursuant to
and relate to this
Item 7.01, shall not
be deemed
"filed" for
purposes of Section
18 of
the Exchange Act, or
otherwise be
subject to the
liabilities of
Section 18
of the Exchange
Act.
The
information
in
this
Item
7.01
of
this
Current
Report
on
Form
8-K
and
Exhibits
99.1
and
99.2
hereto
shall
not
be
incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of
1933, as
amended, the
rules and
regulations of
the SEC
thereunder, the
Exchange Act, or
the rules
and regulations
of the
SEC
thereunder except as shall be expressly set forth by specific reference to this Form 8-K
in such filing or document.
Item 8.01 Other Events
On August 11, 2025,
the Company appointed Keira Lombardo as the Company’s first
Chief Strategy Officer, an executive officer
of the
Company, effective
immediately. Ms.
Lombardo is
a seasoned
food and
agriculture executive
with over
two decades
of
experience
leading transformation and growth across complex, multi-stakeholder food
systems.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
Description
99.1
Press Release issued by the Company on August 11, 2025 announcing the appointment of Melanie
Boulden as a Class I director
99.2
Press Release issued by the Company on August 11, 2025 announcing the appointment of Keira
Lombardo as the Company's Chief Strategy Officer
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:
August 11, 2025
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Filing details
- Company
- CAL-MAINE FOODS INC
- Ticker
- CALM
- CIK
- 16160
- Form type
- 8-K
- Filing date
- Aug 11, 2025
- Report date
- Aug 11, 2025
- Document
- 20250811-8K.htm
- Size
- 225 KB