Dudley Wooley joins Cal-Maine Foods (NASDAQ: CALM) board with equity grant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cal-Maine Foods, Inc. has appointed Dudley D. Wooley as an independent Class III director to serve until the 2027 annual meeting of stockholders, with committee roles on the Compensation, Audit, and Nominating and Corporate Governance Committees. The board determined he meets Nasdaq independence and committee eligibility standards.
Mr. Wooley will receive an annual non-employee director cash fee of $45,000, paid quarterly in advance. On March 31, 2026, the Compensation Committee also approved restricted stock awards with a target grant date value of $100,000, scheduled to vest 100% on January 12, 2029.
The accompanying press release highlights Mr. Wooley’s leadership background in insurance, risk management, and capital allocation, and notes that he succeeds Jim Poole, who recently passed away. The release also reiterates key business risks and includes forward-looking statements regarding the company’s growth and earnings strategy.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director term: Until 2027 annual meeting
Annual director cash fee: $45,000
Restricted stock target value: $100,000
+2 more
5 metrics
Director term
Until 2027 annual meeting
Class III director term for Dudley D. Wooley
Annual director cash fee
$45,000
Non-employee director compensation, paid quarterly in advance
Restricted stock target value
$100,000
Target grant date value of RSAs approved March 31, 2026
RSA vesting date
January 12, 2029
Restricted stock awards for Dudley D. Wooley vest 100% on this date
HPAI outbreak timing
First impacted in December 2023; again in March 2026
Highly pathogenic avian influenza impacts described in forward-looking statements
Key Terms
restricted stock awards, Nasdaq’s Listing Standards, Regulation FD Disclosure, forward-looking statements, +2 more
6 terms
restricted stock awards financial
"approved a grant of shares of restricted stock awards (“RSAs”) with a target grant date value of $100,000"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
Nasdaq’s Listing Standards regulatory
"The Board affirmatively determined that Mr. Wooley is independent within the meaning of Nasdaq’s Listing Standards"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure On April 1, 2026 the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"Statements contained in this press release that are not historical facts are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
highly pathogenic avian influenza (HPAI) other
"including but not limited to the current outbreak of HPAI affecting poultry in the U.S., Canada and other countries"
controlled company regulatory
"potential impacts to our business as a result of our Company ceasing to be a “controlled company” under the rules of The Nasdaq Stock Market"
A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
,
,
,
(Address of principal executive offices (zip code))
-
(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):
☐
☐
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
The
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 March 31, 2025, the board of directors (the “Board”) of Cal-Maine Foods, Inc. (the “Company”) appointed Dudley D. Wooley
as an independent Class III director, to serve until the Company’s 2027 annual meeting of stockholders and until his successor is
duly elected and qualified. Mr. Wooley will join the Board ’s Compensation, Audit, and Nominating and Corporate Governance
Committees. The Board affirmatively determined that Mr. Wooley 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.
Mr. Wooley will be compensated for his 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 March 31, 2026,
the Compensation Committee approved a grant of shares of restricted stock awards (“RSAs”) with a target grant date value of
$100,000 to Mr. Wooley 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 12, 2029.
Item 7.01 Regulation FD Disclosure
On April 1, 2026 the Company issued a press release announcing the appointment of Mr. Wooley as a Class III director. A copy
of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
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 Exhibit 99.1 hereto, which is 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 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 in such filing or document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
Press Release issued by the Company on April 1, 2026 announcing the appointment of Dudley D.
Wooley as a Class III director
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:
April 1, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
Press Release
Cal-Maine Foods Welcomes Dudley D. Wooley to Board of Directors
RIDGELAND, Miss., Apr. 1, 2026 — Cal-Maine Foods, Inc. (NASDAQ: CALM), the largest egg
company in the United States and a leading player in the egg-based food industry, today
announced the appointment of Dudley D. Wooley to its Board of Directors. Mr. Wooley brings
extensive leadership experience in risk management, business strategy, and governance, further
strengthening the Board’s depth of expertise as the Company continues executing its long-term
growth strategy.
Mr. Wooley currently serves as Chief Executive Officer of Ross & Yerger Insurance, Inc., a super-
regional, employee-owned independent insurance agency headquartered in Jackson, Mississippi.
With more than three decades at the firm, he has played a central role in shaping its growth,
leadership, and long-term strategic direction. He was promoted to CEO/COO in 2013 and has
served as CEO since 2025, with responsibility for overall leadership and performance of the
organization.
Prior to his current role, Mr. Wooley served as President and Chief Operating Officer, where he
led agency growth and profitability initiatives, developed the firm’s perpetuation strategy, and
supported its sales and management teams. Earlier in his career, he served as an Account
Executive and Vice President, overseeing commercial, personal, and group benefit accounts, with
a focus on nonprofit and healthcare clients.
In addition to his executive responsibilities, Mr. Wooley serves as a Trustee of the Jones Family
Trusts, helping oversee a diversified portfolio of assets across public equities, private equity, real
estate, oil and gas, and fixed income investments on behalf of approximately 170 beneficiaries.
“We are pleased to welcome Dudley to the Board,” said Dolph Baker, Board Chair of Cal-Maine
Foods. “His experience leading a growth-oriented organization and his expertise in risk
management and capital allocation align well with our strategic priorities. As we continue
progressing toward a higher-value, more consistent earnings model, his perspective will be
especially valuable in strengthening our ability to navigate evolving market dynamics, enhance
earnings visibility, and deliver durable, long-term growth.”
With his experience advising organizations on long-term risk, operational discipline, and strategic
expansion, Mr. Wooley is well positioned to support the Company’s continued evolution into a
more diversified platform with multiple growth drivers and improved long-term earnings visibility.
Mr. Wooley began his career with Andersen Consulting (now Accenture) and later worked at
Marketing Research Institute, where he developed experience in consulting, analytics, and client
advisory.
Exhibit 99.1
He holds a Master of Business Administration from Millsaps College and a Bachelor of Science in
Mathematics from Vanderbilt University. He is a Chartered Property Casualty Underwriter (CPCU),
Certified Risk Manager (CRM), Certified Insurance Counselor (CIC), and Accredited Adviser in
Insurance (AAI).
Mr. Wooley succeeds Jim Poole who recently passed away. The Company extends its
appreciation for Mr. Poole’s service and legacy.
About Cal-Maine Foods
Cal-Maine Foods, Inc. (NASDAQ: CALM) is the largest egg company in the United States and a
leading player in the egg-based food industry. With a strong national footprint, Cal-Maine Foods
provides nutritious, affordable, and sustainable protein to millions of households every day.
The Company’s portfolio spans the full egg value ladder—from conventional to specialty, including
cage-free, organic, brown, free-range, pasture-raised, and nutritionally enhanced—serving both
retail and foodservice customers nationwide. Cal-Maine Foods also participates in the growing
prepared foods sector, with offerings such as pre-cooked egg patties, omelets, folded and
scrambled egg formats, hard-cooked eggs, pancakes, waffles, and specialty wraps. Its branded
portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®,
Sunny Meadow®, MeadowCreek Foods®, and Crepini®.
Headquartered in Ridgeland, Mississippi, Cal-Maine’s strategy combines scale, operational
excellence, and financial discipline with a commitment to innovation and sustainability, to enable
the Company to deliver trusted nutrition, enduring partnerships, and long-term value for its
stakeholders.
Forward Looking Statements
Statements contained in this press release that are not historical facts are forward-looking
statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are based on management’s current intent, belief, expectations,
estimates and projections regarding our Company and our 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 the Company’s SEC Filings (including its Annual Report on
Form 10-K, as updated in Part II Item 1A of our quarterly reports on Form 10-Q and Current
Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg, egg products, and
prepared foods operations (including, as applicable, 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 November 2023 and that first impacted our flocks in December 2023, in the third and fourth
quarters of fiscal 2024 and again in March 2026, (iii) changes in the demand for and market prices
of shell eggs and feed costs as well as increase in input costs for prepared foods, (iv) our ability
to predict and meet demand for cage-free and other specialty eggs, (v) risks, changes, or
obligations that could result from our recent or future acquisition of new flocks or businesses, such
as our acquisition of Echo Lake Foods completed June 2, 2025, and risks or changes that may
cause conditions to completing a pending acquisition not to be met, (vi) our ability to successfully
integrate and manage recently acquired businesses like Echo Lake Foods and realize the
expected benefits of such acquisitions, including synergies, cost savings, reduction in earnings
Exhibit 99.1
volatility, margin expansion, financial returns, expanded customer relationships, or sales or growth
opportunities, (vii) our ability to compete effectively with existing and new market entrants, retain
existing customers, acquire new customers and grow our product mix including our prepared foods
product offerings, (viii) the impacts and potential future impacts of government, customer and
consumer reactions to recent high market prices for eggs, (ix) potential impacts to our business
as a result of our Company ceasing to be a “controlled company” under the rules of The Nasdaq
Stock Market on April 14, 2025, (x) risks relating to potential changes in inflation, interest rates
and trade and tariff policies, (xi) adverse results in pending litigation and other legal matters, and
(xii) global instability, including as a result of geopolitical conflicts and uncertainties. The
Company’s SEC filings may be obtained from the SEC or the Company’s website,
www.calmainefoods.com. 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 made only 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.
Contacts
Investors: ir@cmfoods.com
Media: media@cmfoods.com
Telephone: (601) 948-6813
###
FAQ
What board role did Cal-Maine Foods (CALM) give to Dudley D. Wooley?
Cal-Maine Foods appointed Dudley D. Wooley as an independent Class III director, serving until the 2027 annual meeting. He will sit on the Compensation, Audit, and Nominating and Corporate Governance Committees, strengthening oversight of pay, financial reporting, and board governance processes.
How will Cal-Maine Foods (CALM) compensate new director Dudley D. Wooley?
Dudley D. Wooley will receive an annual non-employee director cash fee of $45,000, paid in quarterly installments in advance. In addition, he was granted restricted stock awards with a target grant date value of $100,000, aligning part of his compensation with shareholder outcomes.
When do Dudley D. Wooley’s restricted stock awards at Cal-Maine Foods vest?
The Compensation Committee approved restricted stock awards for Dudley D. Wooley with a target grant date value of $100,000. These awards are scheduled to vest 100% on January 12, 2029, encouraging longer-term alignment with the company’s strategic and financial performance over several years.
Is Dudley D. Wooley considered independent under Nasdaq rules at Cal-Maine Foods (CALM)?
Cal-Maine Foods’ board affirmatively determined that Dudley D. Wooley is independent under Nasdaq’s Listing Standards. The company also states he meets all applicable requirements to serve on the Compensation, Audit, and Nominating and Corporate Governance Committees under Nasdaq and Securities Exchange Act regulations.
Who does Dudley D. Wooley replace on the Cal-Maine Foods board?
Dudley D. Wooley succeeds Jim Poole on the Cal-Maine Foods board. The company notes that Mr. Poole recently passed away and expresses appreciation for his service and legacy, indicating this appointment fills a vacancy created by his departure from the board.
What key risks affecting Cal-Maine Foods (CALM) are highlighted in the press release?
The press release references risk factors from SEC filings, including highly pathogenic avian influenza impacts, swings in egg demand and prices, rising input costs, integration of acquisitions like Echo Lake Foods, litigation risks, macroeconomic changes, and effects of the company ceasing to be a controlled company in 2025.