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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.

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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): 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
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