[8-K] Cal-Maine Foods Inc Reports Material Event

Rhea-AI Filing Summary

Cal-Maine Foods increased its board from seven to eight members and appointed Melanie Boulden as an independent Class I director, designated to serve through the 2025 annual meeting. Ms. Boulden will join the Compensation, Audit, and Nominating and Corporate Governance Committees effective September 1, 2025, and will be paid under the company’s non-employee director program with an annual fee of $45,000 paid quarterly. She also received a grant of 938 restricted stock awards that vest 100% on January 14, 2028.

The company also named Keira Lombardo as its first Chief Strategy Officer, described as a food and agriculture executive with over two decades of experience; the appointment is effective immediately.

Positive

• Board strengthened by adding an independent director and expanding committee membership, improving governance coverage
• Strategic leadership added with appointment of the company’s first Chief Strategy Officer, bringing over two decades of industry experience

Negative

• None.

Insights

Corporate Governance Expert

Board expansion and an independent director strengthen governance and committee coverage without indicating material financial change.

The increase from seven to eight directors and the affirmative independence determination for Melanie Boulden reflect routine governance actions to refresh board composition. Committee placements (Compensation, Audit, Nominating and Corporate Governance) are explicitly disclosed and Ms. Boulden meets Nasdaq and Exchange Act requirements. The disclosed non-employee director fee of $45,000 and the grant of 938 RSAs with a 2028 vest date are transparent compensation items; none constitute a material capital commitment.

Strategy & Organizational Leadership Specialist

Creating a Chief Strategy Officer role signals formalized strategic oversight, while the announcement provides no forward-looking plans or financial targets.

Appointment of Keira Lombardo as the company’s first Chief Strategy Officer is a notable structural change to the executive team and is presented as effective immediately. The disclosure highlights her two decades of experience in food and agriculture but provides no specific mandates, KPIs, or resource commitments tied to the role. As presented, this is an organizational development rather than a quantifiable financial event.

0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2025-08-11 2025-08-11

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

FAQ

What changes did Cal-Maine Foods (CALM) make to its board?

The board was increased from seven to eight directors and Melanie Boulden was appointed as an independent Class I director to serve until the 2025 annual meeting.

Which committees will Melanie Boulden join at CALM?

Ms. Boulden will join the Compensation, Audit, and Nominating and Corporate Governance Committees effective September 1, 2025.

How will the new director be compensated?

Non-employee directors receive an annual fee of $45,000 paid in quarterly installments; Ms. Boulden also received 938 RSAs vesting 100% on January 14, 2028.

Who is Cal-Maine’s new Chief Strategy Officer and what is her background?

Keira Lombardo was appointed as the company’s first Chief Strategy Officer and is described as having over two decades of experience in food and agriculture leadership.

Do these disclosures include financial targets or material transactions?

No. The filing discloses governance and personnel changes and equity awards but does not include financial guidance, targets, or material transactions.