Cal-Maine Foods (CALM) shareholders elect directors, ratify Frost PLLC as 2026 auditor

Rhea-AI Filing Summary

Cal-Maine Foods, Inc. reported the results of its Annual Meeting of Stockholders held on October 5, 2025. Stockholders elected three Class I directors to the Board. Sherman L. Miller received 34,460,547 votes for and 2,563,385 votes withheld, Camille S. Young received 15,357,286 votes for and 21,666,646 votes withheld, and Melanie Boulden received 36,619,280 votes for and 404,652 votes withheld, with 5,124,908 broker non-votes for each nominee.

Stockholders also ratified the selection of Frost, PLLC as the Company’s independent registered public accounting firm for fiscal 2026, with 41,853,098 votes for, 211,590 against, and 84,152 abstentions. The filing also includes a technical exhibit related to the cover page interactive data file.

0000016160 False ☐ ☐ ☐ ☐ 0000016160 2025-10-03 2025-10-03

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 3, 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 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on October 5, 2025 (the “Annual Meeting”).

Proposal No. 1: Election of Class I 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

Sherman L. Miller

34,460,547

2,563,385

5,124,908

Camille S. Young

15,357,286

21,666,646

5,124,908

Melanie Boulden

36,619,280

404,652

5,124,908

Proposal No. 2: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the

Company for fiscal 2026.

 The Company’s stockholders approved the proposal by the following vote:

Votes For

Votes Against

Abstentions

Non-Votes

41,853,098

211,590

84,152

N/A

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

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 3, 2025

By: 

/s/ Max P. Bowman

Max P. Bowman 

Director, Vice President, and Chief Financial Officer

FAQ

What did Cal-Maine Foods (CALM) announce in this 8-K filing?

Cal-Maine Foods reported the results of its Annual Meeting of Stockholders, including the election of three Class I directors and the ratification of its independent auditor for fiscal 2026.

Which directors were elected at the Cal-Maine Foods (CALM) 2025 Annual Meeting?

The stockholders elected Sherman L. Miller, Camille S. Young, and Melanie Boulden as Class I directors to serve until the next annual meeting and until their successors are elected and qualified.

How did Cal-Maine Foods (CALM) stockholders vote on the director nominees?

Sherman L. Miller received 34,460,547 votes for and 2,563,385 withheld; Camille S. Young received 15,357,286 for and 21,666,646 withheld; Melanie Boulden received 36,619,280 for and 404,652 withheld, with 5,124,908 broker non-votes for each nominee.

Which audit firm was ratified by Cal-Maine Foods (CALM) for fiscal 2026?

Stockholders ratified the selection of Frost, PLLC as Cal-Maine Foods’ independent registered public accounting firm for fiscal 2026, with 41,853,098 votes for, 211,590 against, and 84,152 abstentions.

Were there any financial statements or major transactions disclosed in this Cal-Maine Foods (CALM) 8-K?

No financial statements or major transactions were described; the filing focuses on stockholder voting results and an exhibit for the cover page interactive data file.

Who signed the Cal-Maine Foods (CALM) 8-K related to the 2025 Annual Meeting?

The report was signed on behalf of Cal-Maine Foods, Inc. by Max P. Bowman, Director, Vice President, and Chief Financial Officer.