CALM Cal Maine Foods Inc

Notice of

Annual Meeting

and 

Proxy Statement

October 4, 2024

Table of Contents

NOTICE OF ANNUAL MEETING

October 4, 2024

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the “Company”) will be held at the corporate offices of Cal-Maine Foods, Inc. at 1052 Highland Colony Parkway, Suite 200, Ridgeland, Mississippi 39157, at 10:00 a.m., Central Time, on Friday, October 4, 2024, for the following purposes:

August 9, 2024 has been fixed as the record date for determination of stockholders entitled to vote at the Annual Meeting and to receive notice thereof. The accompanying proxy statement describes the matters being voted on and contains other information relating to the Company.

Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted. So that we may be sure your vote will be included, please promptly submit your proxy and voting instructions via the internet, or sign, date and return a proxy card (if received by mail). Stockholders are encouraged to submit proxies as early as possible to avoid any possible delays.

	FOR THE BOARD OF DIRECTORS
	MAX P. BOWMAN, SECRETARY

Dated: August 22, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 4, 2024. 

The proxy statement and the Company’s 2024 annual report to stockholders are available at

www.ProxyVote.com

CAL-MAINE FOODS, INC.

1052 Highland Colony Parkway, Suite 200

Ridgeland, Mississippi 39157

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 4, 2024

The information set forth in this proxy statement is furnished by our Board of Directors in connection with the Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the “Company”) to be held on October 4, 2024, at 10:00 a.m., central time, at our principal executive offices, 1052 Highland Colony Parkway, Suite 200, Ridgeland, Mississippi 39157 (the “Annual Meeting”). Our telephone number is (601) 948-6813. The terms “we,” “us” and “our” used in this proxy statement refer to the Company.

GENERAL MATTERS

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are permitted to furnish proxy materials, including this proxy statement and our Annual Report to Stockholders for the fiscal year ended June 1, 2024 (the “Annual Report”), to stockholders by providing access to these documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless requested. Instead, the notice of internet availability of proxy materials provides instructions on how to access and review the proxy materials on the internet. The notice also provides instructions on how to submit your proxy and voting instructions via the internet. If you would like to receive a printed or email copy of our proxy materials, please follow the instructions provided in the notice to request the materials. A list of the stockholders of record as of the record date will be available for inspection by stockholders of the Company for any purpose germane to the meeting at the Company’s corporate offices for 10 days preceding the date of the Annual Meeting during ordinary business hours.

The following proxy materials are being made available to holders of record on August 9, 2024, on or about August 22, 2024, free of charge at our website, www.calmainefoods.com/annual-meeting-and-proxy-material or www.proxyvote.com:

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we will deliver only one copy of our notice of internet availability of proxy materials to stockholders who have the same address and last name unless one or more of these stockholders notifies us that they wish to receive individual copies. This procedure reduces our printing costs and postage fees. Although only one copy of our notice of internet availability of proxy materials will be delivered to each address, each stockholder sharing that address will continue to be able to access the proxy materials and submit his or her individual voting instructions. If you want to receive separate copies of our notice of internet availability of proxy materials, or if you do not wish to participate in householding in the future, or if any shareholders sharing an address are receiving multiple copies of our notice of internet availability of proxy materials and would like to request delivery of a single copy, you can make these requests through the following sources:

Stockholders of record should contact the Company’s Secretary in writing or by telephone at Cal-Maine Foods, Inc., ATTN: Max P. Bowman, Secretary, Post Office Box 2960, Jackson, Mississippi 39207, telephone number (601) 948-6813.

Stockholders who are beneficial owners should contact their bank, broker or other nominee record holder.

Our Board of Directors is soliciting your proxy to vote your shares on all matters scheduled to come before the Annual Meeting. The proxy may be revoked by a stockholder at any time before it is voted by filing with our Secretary a written revocation of such proxy or a duly executed proxy bearing a later date. The proxy also may be revoked by a stockholder attending the meeting by withdrawing the proxy and voting in person.

The Company is not using a proxy solicitor. All expenses incurred in connection with the solicitation of proxies will be paid by us. Our directors, officers, and regular employees may solicit proxies in person, by telephone, mail, email, telecopy or employee communications. We will not pay such persons additional compensation for their proxy solicitation efforts. We will, upon request, reimburse banks,, brokerage houses and other institutions, and fiduciaries for their expenses in forwarding proxy materials to their principals.

VOTING SHARES

Stockholders of record at the close of business on August 9, 2024, are eligible to vote at the Annual Meeting in person or by proxy. As of the record date, 44,236,582 shares of our common stock were outstanding (including 274,215 shares of unvested restricted common stock issued under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan that have voting rights), and 4,800,000 shares of our Class A common stock were outstanding.

Each share of common stock is entitled to one vote on each matter to be considered at the Annual Meeting. Each share of Class A common stock is entitled to 10 votes on each such matter. The holders of shares of our common stock and/or Class A common stock representing a majority of the voting interest of all the outstanding shares of our common stock and Class A common stock, considered together as a group and entitled to vote at the meeting, in person or by proxy, will constitute a quorum for purposes of the 2024 Annual Meeting of Stockholders.

If a quorum is not present in person or by proxy, the holders of shares representing a majority of the voting interest of all such shares present may, without notice other than announcement at the meeting, adjourn the meeting from time to time, until a quorum is present, and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

If your shares are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by your bank, broker or other nominee that is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and your bank, broker or other nominee will send you instructions on how to submit your voting instructions.

If you are a stockholder of record and you do not return a proxy, your shares will not be voted. If you are a stockholder of record and you make no specifications on your proxy card, your shares of our common stock will be voted in accordance with the recommendations of our Board of Directors, as provided below. If you are a beneficial owner and you do not provide voting instructions to your bank, broker or other nominee holding shares for you, your shares will not be voted with respect to any proposal for which the stockholder of record does not have discretionary authority to vote. Rules of the New York Stock Exchange (“NYSE”) governing brokers (regardless of the exchange on which the company is listed) determine whether proposals presented at stockholder meetings are “discretionary” or “non-discretionary.” If a proposal is determined to be discretionary, your bank, broker or other nominee is permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, NYSE rules prohibit your bank, broker or other nominee from voting on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the stockholder for whom it is holding shares.

Under the NYSE rules, the proposals relating to the election of directors and to amend our certificate of incorporation to add officer exculpation are considered non-routine matters and non-discretionary proposals and the proposal relating to the ratification of the appointment of our independent registered public accounting firm is a discretionary proposal. As such, if you are a beneficial owner and you do not provide voting instructions to your bank, broker or other nominee holding shares for you, your shares will not be voted with respect to the election of directors or the proposal to amend our certificate of incorporation to add officer exculpation, and your shares may be voted with respect to the ratification of the appointment of our independent registered public accounting firm.

Abstentions occur when stockholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting. Abstentions are counted for purposes of determining whether a quorum is present and will have the same effect as a vote against proposals other than the election of directors.

Election of Directors. Both the shares of common stock and the shares of Class A common stock have the right of cumulative voting in the election of directors. Cumulative voting means that each stockholder is entitled to cast as many votes as he or she has the right to cast (before cumulating votes), multiplied by the number of directors to be elected. All such votes may be cast for a single nominee or may be distributed among the nominees to be voted for as the stockholder sees fit. To exercise cumulative voting rights by proxy, a stockholder must clearly designate the number of votes to be cast for any given nominee. Under Delaware law, votes withheld from a director’s election will be counted toward a quorum but will not affect the outcome of the vote on the election of a director. Broker non-votes will not be taken into account in determining the outcome of the election. The election of directors requires a plurality of the votes cast, which means the candidates receiving the highest number of “FOR” votes will be elected.

Voting Requirements. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

Our Board recommends that you vote:

We do not expect any matters to be presented for action at our Annual Meeting other than the matters described in the proxy statement. However, by completing, dating, signing and returning a proxy card, or by submitting your proxy and voting instructions via the internet, you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the Annual Meeting, and they intend to vote on any such other matter in accordance with their best judgment.

In accordance with Delaware law, the Company will appoint two inspectors of election. The inspectors will take charge of and will count the votes and ballots cast at the Annual Meeting and will make a written report on their determination.

OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to the beneficial ownership of our common stock and Class A common stock as of August 9, 2024, unless otherwise indicated, by:

* Less than 1%

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Our bylaws provide that the number of directors shall be fixed by resolution of the Board of Directors and that the number may not be less than three nor more than 12. The Board of Directors has fixed the number of directors at seven as of the date of the Annual Meeting. Unless otherwise specified, proxies will be voted FOR the election of the seven nominees named below to serve until the next annual meeting of stockholders and until their successors are elected and qualified. If, at the time of the Annual Meeting, any of the nominees named below is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person or persons as the Board of Directors may designate in their discretion, unless otherwise directed.

The Board of Directors, upon the recommendation of the Nominating Committee, has designated Adolphus B. Baker, Max P. Bowman, Letitia C. Hughes, Sherman L. Miller, James E. Poole, Steve W. Sanders and Camille S. Young as nominees for election as directors of the Company at the Annual Meeting (each a “Nominee”). Each Nominee is currently a director of the Company and all Nominees have consented to being named as a nominee in this proxy statement and to serve as a director if elected. However, if any Nominee is unable or unwilling to take office at the Annual Meeting, your proxy may be voted in favor of another person or other persons nominated by the Board of Directors. If elected, each Nominee will serve until the expiration of his/her term at the next annual meeting of stockholders and until his/her successor is elected and qualified or until his/her earlier death, resignation or removal from office.

Under our bylaws, our directors are elected by a plurality of votes cast. For more information on the voting requirements, see “Voting Shares—Election of Directors” above.

The Board unanimously recommends a vote “FOR” the seven Nominees.

DIRECTOR NOMINEES

Below is biographical information about each of our Nominees, including information regarding tenure as a director, business experience and qualifications, education and other company directorships. In addition to the qualifications referred to below, see Corporate Governance – Skills Matrix for information regarding the specific skills of each of our Nominees.

	Adolphus B. Baker Chairman, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	67	1991	•     Executive (Chair) •     Nominating (Chair)	Trustmark Corporation and Trustmark National Bank

	Max P. Bowman  Vice President, Chief Financial Officer, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	64	2018	•     Executive	None

	Letitia C. Hughes  Retired Senior Vice President, Trustmark National Bank
	Age	Director Since	Committees	Other Public Company Directorships
	72	2001	•     Audit (Chair) •     Compensation •     Long-Term Incentive Plan •     Nominating	None

	Sherman L. Miller  President and Chief Executive Officer, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	49	2012	•     Executive	None

	James E. Poole  Retired Founder and Managing Partner, GranthamPoole
	Age	Director Since	Committees	Other Public Company Directorships
	75	2004	•     Audit •     Compensation (Chair) •     Long-Term Incentive Plan (Chair) •     Nominating	None

	Steve W. Sanders  Retired Managing Partner Ernst & Young
	Age	Director Since	Committees	Other Public Company Directorships
	78	2009	•     Audit •     Compensation •     Long-Term Incentive Plan •     Nominating	None

	Camille S. Young  Principal and Director, Cornerstone Government Affairs
	Age	Director Since	Committees	Other Public Company Directorships
	51	2021	•     Audit •     Compensation •     Long-Term Incentive Plan •     Nominating	Mississippi Power Company

EXECUTIVE OFFICERS OF THE COMPANY

The following information sets forth the name, age, principal occupation and business experience during the last five years of each of the current executive officers of the Company. The executive officers serve at the pleasure of the Board.

ADOLPHUS B. BAKER, age 67, is Chairman of the Board. See previous description under “Director Nominees.”

SHERMAN L. MILLER, age 49, is President, Chief Executive Officer and a director. See previous description under “Director Nominees.”

MAX P. BOWMAN, age 64, is Vice President, Chief Financial Officer, Treasurer and Secretary and a director. See previous description under “Director Nominees.”

ROBERT L. HOLLADAY, JR., age 48, is Vice President – General Counsel. Mr. Holladay joined the Company and was appointed to this position in 2011.

MICHAEL T. WALTERS, age 53, is Vice President – Operations and Chief Operating Officer. Mr. Walters has served as a Vice President since July 11, 2011. He was appointed as Chief Operating Officer by the Board on March 24, 2023.

SCOTT D. HULL, age 37, is Vice President – Sales. Mr. Hull assumed the executive officer role on April 4, 2024 and has served as Vice President - Sales since October 1, 2021. Prior to that time, Mr. Hull served as National Sales Manager from September 2016. Mr. Hull previously served as a general manager at the Company’s Louisburg, North Carolina, location before joining the sales team in 2014. He has been with the Company since 2009.

CORPORATE GOVERNANCE

Meetings and Attendance

Our Board of Directors holds regularly scheduled quarterly meetings and may hold special meetings each year. Normally, committee meetings occur the day of the Board meeting. At each quarterly Board meeting, time is set aside for the independent directors to meet without management present. Our Board held four regularly scheduled quarterly meetings, six special meetings, and took action by written consent twice during fiscal year 2024. All of our directors attended at least 75% of the aggregate of all Board of Directors meetings and meetings of the committees on which they served during their tenure in office in the last fiscal year. Directors are encouraged to attend the Annual Meeting of Stockholders, and all directors then in office attended the 2023 Annual Meeting.

Board Committees

Our Board has five standing committees: an Audit Committee, a Compensation Committee, an Executive Committee, a Long-Term Incentive Plan Committee (“LTIP Committee”) and a Nominating Committee. In addition, under our bylaws our Board may designate additional committees as it deems appropriate. In select instances, the Board and its committees may take action through written consent. The Audit and Compensation Committees have written charters which are available on the “Investor Relations – Corporate Governance” page of our website at www.calmainefoods.com. The Executive, Long-Term Incentive Plan, and Nominating Committees do not have charters. The table below provides the current composition for each of the Board’s standing committees.

Audit Committee: The Audit Committee, which is composed of four directors who are independent in accordance with applicable Nasdaq listing standards and SEC rules, including the enhanced criteria with respect to audit committee members, meets with management, internal auditors, and the Company’s independent registered public accounting firm to oversee the adequacy of internal controls, recommends a registered public accounting firm for the Company to select, evaluates and oversees an internal auditor for the Company, reviews annual audited and quarterly financial statements and recommends whether such statements should be included in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q, and oversees financial matters. The Audit Committee held four regular scheduled meetings in fiscal year 2024.

Compensation Committee: The Compensation Committee is also composed of four directors who are independent in accordance with applicable Nasdaq listing standards and SEC rules. The Compensation Committee discharges the responsibilities of the Board of Directors relating to compensation of the Company’s executive officers by establishing goals and reviewing general policy matters relating to compensation and benefits of employees of the Company, including the issuance of equity awards to the Company’s officers, employees and directors. It reviews and approves the compensation and benefits of officers who are members of the Executive Committee and makes recommendations to the Board of Directors and members of the LTIP Committee with respect to the Company’s incentive compensation plans and equity-based plans. For more information on the Compensation Committee processes and procedures, see “Compensation Discussion and Analysis” below. The Compensation Committee held two regular scheduled quarterly meetings in fiscal year 2024.

Executive Committee: The Executive Committee may exercise all of the powers of the full Board of Directors, except for certain major actions, such as the adoption of an agreement of merger or consolidation, the recommendation to stockholders of the disposition of substantially all of the Company’s assets or a dissolution of the Company, and the declaration of a dividend or authorization of an issuance of stock. It may not authorize single capital expenditure projects in excess of $10 million. The Executive Committee did not hold any formal meetings in fiscal year 2024, but worked closely together and took action by written consent seven times.

Long-Term Incentive Plan Committee: The LTIP Committee, which is composed of four independent directors, administers the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, which includes selection of the persons to whom awards may be made, determining the types of awards, determining the times at which awards will be made and other terms and conditions relating to awards, all in accordance with plan documents. The LTIP Committee held two meetings in fiscal year 2024.

Nominating Committee: The Nominating Committee considers potential director nominees proposed by committee members, other members of the Board of Directors, management or our stockholders. Any stockholder desiring to submit a director candidate for consideration should submit the candidate’s name, address and detailed background information to the Secretary of the Company at the Company’s address shown above under “General Matters.” The Secretary will forward such information to the Nominating Committee for its consideration. The Nominating Committee held one meeting in fiscal year 2024.

Consideration of Director Nominees

In recommending nominees for the Board, the Nominating Committee considers any specific criteria the Board may request from time to time and such other factors as it deems appropriate. These factors may include any special training or skill, experience with businesses and other organizations of comparable size and type, experience or knowledge with businesses that are particularly relevant to the Company’s current or future business plans, financial expertise, the interplay of the candidate’s experience with the experience of the other directors, sufficient time to devote to the responsibilities of a director, freedom from conflicts of interest or legal issues and the extent to which, in the Nominating Committee’s opinion, the candidate would be a desirable addition to the Board. Diversity is taken into account when determining how the candidates’ qualities and attributes would complement the other directors’ backgrounds. Type of advanced studies and certification, type of industry experience, area of corporate experience, race, ethnicity, and gender, among other factors, are taken into consideration. The Nominating Committee believes that the different business and educational backgrounds of the directors of the Board contribute to the overall insight necessary to evaluate matters coming before the Board.

Each candidate brought to the attention of the Nominating Committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above.

Skills and Experience

The following table notes the breadth and variety of business experience that each of Nominees brings to the Company and which enable the Board to provide insightful leadership to the Company We believe that our directors have suitable and diverse skill sets that align with our industry and business strategy. Our Nominating Committee will review these skill areas periodically to help ensure they represent the current and anticipated future needs of our business.

Board Diversity

The table below provides certain highlights of the composition of our Nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Stockholder Communications

Stockholders may send communications to the Board by directing them to the Secretary in the manner described above under “General Matters.” The Secretary will forward to all members of the Board any such communications he receives which, in his reasonable judgment, he deems to be not spurious and to be sent in good faith.

Strategy Oversight

The Board is responsible for oversight of strategic planning of the Company. The Board plays an integral role in development of Company strategy and coordination with management of the execution of that strategy. The Board also identifies and oversees the management of the Company’s long-term goals.

Risk Oversight

The Board takes its oversight role in the Company’s risk management very seriously. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight.

The Company’s Executive Committee is primarily responsible for managing the day-to-day risks of the Company’s business and is best equipped to assess and manage those risks. The Audit Committee also plays a prominent role in assessing and addressing risks faced by the Company with respect to financial and accounting controls, internal audit functions, pending or threatened legal matters, insurance coverage and the Company’s “whistleblower” hotline policy, among other matters. The Board and the Audit Committee receive reports on the Company’s exposure to risk and its risk management practices from members of the Executive Committee as well as other members of the Company’s management and legal counsel, including reports on the Company’s information technology standards and safeguards, financial and accounting controls and security measures, environmental compliance, bio-security and animal health, food safety, human resources, litigation and other legal matters, grain purchasing strategies, and customer concentration and product mix, among other things. For additional information about the Company’s processes for managing risks from cybersecurity threats and the Board’s oversight of such risks, see our Annual Report on Form 10-K for fiscal 2024, Part I. Item 1C. Cybersecurity. The Board regularly receives updates about and reassesses the management of the Company’s risks throughout the year. The Board and the Audit Committee also review the Company’s risk disclosures in its draft periodic reports before they are filed and have the opportunity to question management and outside advisers about the risks presented. In addition, the Compensation Committee assesses whether the Company’s incentive compensation arrangements encourage unnecessary or excessive risk-taking and evaluate compensation policies and practices that could mitigate any such risk.

The Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure on a day-to-day basis, and the Board and its committees providing oversight in connection with those efforts.

The Board’s oversight of risks affecting the Company has not specifically affected the Board’s leadership structure. The Board believes that its current leadership structure is conducive to and appropriate for its risk oversight function. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight function, it may make any change it deems appropriate.

Sustainability

Our Board oversees our sustainability efforts, including topics that we believe are of interest to our stakeholders. You can read more about our sustainability efforts and standards in our most recent Sustainability Report, available in the “Investor Relations – Sustainability – Reports” section of our website at www.calmainefoods.com. Information contained on our website is not a part of this proxy statement.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines applicable to the Company’s non-employee directors. Under the guidelines, each non-employee director is encouraged to maintain ownership of Company stock valued at two times his or her annual retainer, which is currently $45,000. Under the stock ownership guidelines, new directors are expected to comply with the stock ownership target within five years of appointment. All of our non-employee directors are currently in compliance with the guidelines.

Board Independence and Impact of “Controlled Company” Status

Nasdaq’s qualitative listing standards require that a majority of a listed company’s directors be independent and that a compensation committee and nominating committee of the Board composed solely of independent directors be established. These standards are not applicable to any company where more than 50% of the voting power for the election of directors is held by one individual or group. Fred R. Adams, Jr., our Founder and Chairman Emeritus, died on March 29, 2020. A limited liability company (the “Daughters’ LLC”), owned by Mr. Adams’ son-in-law, Mr. Baker, Mr. Baker’s spouse and her three sisters (Mr. Adams’ four daughters) (collectively, the “Family”), owns 100% of our outstanding Class A Common Stock (which has 10 votes per share), controlling approximately 52.0% of our total voting power. As sole managing member of the Daughters’ LLC, Mr. Baker controls the vote of 100% of our outstanding Class A Common Stock, except that certain extraordinary matters requiring the vote of the Company’s stockholders such as a merger or amendment of the Company’s Second Amended and Restated Certificate of Incorporation require joint approval of Mr. Baker and members of the Daughters’ LLC holding a majority of its voting interests. Family members also have additional voting power due to beneficial ownership of our Common Stock (which has one vote per share), directly or indirectly through the Daughter’s LLC and other entities, resulting in family voting control of approximately 53.8% of our total voting power. Accordingly, the Company is a “controlled company” and thus exempt from those Nasdaq listing standards.

As executive officers of the Company, Messrs. Baker, Bowman and Miller do not qualify as independent pursuant to the Nasdaq listing standards, if elected. Additionally, Mr. Baker serves as chair of the Nominating Committee. Our Board determined that, under the Nasdaq listing standards, the following director nominees are independent: Ms. Hughes, Mr. Poole, Mr. Sanders and Ms. Young.

Notwithstanding the Company’s status as a controlled company and although not required, a majority of the directors on our Board are independent in accordance with the Nasdaq listing standards applicable to non-controlled companies and the governance policies of certain institutional investors and advisory groups, and our Compensation Committee includes only independent directors.

The Company is, however, subject to the Nasdaq listing standards requiring that the Audit Committee (i) be composed solely of independent directors; (ii) be directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, which must report directly to the audit committee; (iii) establish procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls and auditing matters, and for employees’ confidential, anonymous submissions of concerns regarding questionable accounting or auditing matters; (iv) have the authority to engage independent counsel and other advisors when the committee determines such outside advice is necessary; and (v) be adequately funded by the Company. Our Audit Committee is in compliance with these standards. In addition, our Board has determined that all of the members of the Audit Committee satisfy Nasdaq’s enhanced independence and other criteria applicable to audit committee members and that each of Ms. Hughes and Messrs. Poole and Sanders qualifies as an “audit committee financial expert,” as such term is defined by the rules of the SEC.

Executive Sessions

The Company is also subject to Nasdaq’s listing standards that require the independent directors of the Board to have regularly scheduled meetings at which only independent directors are present. Such meetings were held following each regular meeting of the Board during fiscal year 2024.

Code of Ethics and Business Conduct

Nasdaq qualitative listing standards require companies to adopt a code of business conduct and ethics applicable to all directors, officers and employees that is in compliance with certain provisions of the Sarbanes-Oxley Act of 2002 and related SEC rules. Our Code of Ethics and Business Conduct is posted on the “Investor Relations—Corporate Governance” page of our website at www.calmainefoods.com.

Board Leadership Structure

Mr. Baker, who previously served also as our Chief Executive Officer, serves as Chairman of the Board. On September 30, 2022, Mr. Miller was named our Chief Executive Officer. The Board recognizes that the leadership structure and the decision to combine or separate the roles of the Chief Executive Officer and Chairman of the Board are prompted by the Company’s needs at any point in time. The Company’s leadership structure has varied over time and has included combining and separating these roles. As a result, the Board has not established a firm policy requiring combination or separation of these leadership roles and the Company’s governing documents do not mandate a particular structure. This provides the Board with flexibility to establish the most appropriate structure for the Company at any given time. However, the Board has determined that the Company benefits from Mr. Miller serving as Chief Executive Officer while Mr. Baker continues to serve as Chairman of the Board. Mr. Miller has a great understanding of the Company through his operational experience and the Board recognized the value of his expertise and strategic vision to the Company. Mr. Baker’s service as Chairman of the Board aids the Board’s decision-making process because he has firsthand knowledge of the Company’s operations and the major issues facing the Company, and he chairs the Board meetings where the Board discusses strategic and business issues.

The Board also considers the above structure appropriate due to the Company’s status as a “controlled company.” Further, due to the relatively small size of the Board and the fact that a majority of the members of the Board are independent directors, the Board has not felt it necessary to designate a lead independent director.

Related-Party Transactions

We are the largest producer and distributor of shell eggs in the United States. We spend hundreds of millions of dollars for third-party goods and services annually, with the authority to purchase such goods and services dispersed among many different officers and managers across the United States. Consequently, there may be transactions and business arrangements with businesses and other organizations in which one of our directors or nominees, executive officers, or their immediate families, or a greater than 5% owner of either class of our capital stock, may also be a director, executive officer, or investor, or have some other direct or indirect material interest. We may refer to these relationships generally as related-party transactions.

Related-party transactions have the potential to create actual or perceived conflicts of interest between the Company and its directors and executive officers or their immediate family members. The Company’s Code of Ethics and Business Conduct prohibits directors, officers and employees of the Company from engaging in transactions which may create or appear to create a conflict of interest without disclosing all relevant facts and circumstances to, and obtaining the prior written approval of, the Company’s Chief Executive Officer and General Counsel. The General Counsel reports at least annually to the Audit Committee concerning any such disclosures. The Nasdaq listing standards require that related-party transactions be reviewed for potential conflicts of interest on an ongoing basis by the Company’s Audit Committee or another independent committee of the Board of Directors. The Audit Committee usually reviews and approves such transactions. While the Audit Committee has no specific written policy and procedures for review and approval of related-party transactions, in the past if a related-party transaction involved a director, executive officer, or their immediate family members, in evaluating such transaction the Audit Committee has considered, among other factors:

No reportable related-party transactions have taken place since the beginning of fiscal year 2024, and none are currently proposed.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than 10% of the outstanding shares of our common stock, to file reports of ownership and changes in ownership concerning their shares of our common stock with the SEC and to furnish us with copies of all Section 16(a) forms they file. We are required to disclose delinquent filings of reports by such persons.

Based solely upon a review of Forms 3, Forms 4, and Forms 5 furnished to us pursuant to Rule 16a-3 under the Exchange Act, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act during fiscal 2024 were timely filed by the officers, directors, and security holders required to file such forms except that Mr. Baker filed one late Form 4 on January 16, 2024 with respect to stock donations that occurred on December 7, 2023.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our named executive officers. Our named executive officers for fiscal year 2024 are listed below:

Compensation Philosophy and Process

We believe we are one of only two publicly held companies in the United States whose primary business is the commercial production, processing and sale of shell eggs. Accordingly, there is little public information available regarding the compensation paid by our competitors. It is our intent to compensate our employees at a level that will appropriately reward them for their performance, minimize the number of employees leaving our employment because of inadequate compensation, and enable us to attract sufficient talent as our business expands.

We are a controlled company as defined in Rule 5615(c)(1) of the Nasdaq listing rules. Although not required, our Compensation Committee is composed solely of independent directors. We divide our executive officers into two categories for compensation purposes. The first are members of the Executive Committee of our Board of Directors, which during fiscal year 2024 was composed of Messrs. Baker, Bowman, and Miller, and also includes our General Counsel, Mr. Holladay. The compensation of the members of the Executive Committee and Mr. Holladay is approved by the Compensation Committee, after recommendation by the Executive Committee. The compensation for other executive officers is determined by the Executive Committee based on the overall compensation goals and guidance established by the Compensation Committee. Finally, equity awards for all executive officers are approved by the LTIP Committee, which is composed entirely of independent directors.

Compensation Practices and Risks

We do not believe any risks arise from the Company’s compensation policies and practices that are likely to have a material adverse effect on the Company.

Elements of Compensation

During fiscal 2024, our executive compensation program had the following primary components: base salary, an annual cash bonus and equity compensation in the form of restricted share awards (“RSAs”). Our named executive officers received certain perquisites and certain of our named executive officers participate in our deferred compensation plan. The tables that follow give details as to the compensation of each of our named executive officers for fiscal year 2024.

Base Salary

We believe that base salaries, which provide fixed compensation, should meet the objective of attracting and retaining the executive officers needed to manage our business successfully. Base salary adjustments, if any, are approved in December of each year and become effective January 1^st of the following calendar year. After consideration of the review of peer company compensation prepared in 2022 by Mercer (US) Inc. (“Mercer”), a compensation consulting firm engaged by our Compensation Committee, which review indicated that the base salaries of our executive officers lagged behind the 25^th percentile of our peer group, the Compensation Committee approved base salary increases effective January 1, 2024 for the members of the Executive Committee as follows: Mr. Baker – no increase, Mr. Miller – 7%, Mr. Bowman – 4% and Mr. Holladay – 4%. In connection with his promotion to Chief Operations Officer in March 2023, the Executive Committee approved a base salary increase for Mr. Walters of 20%. Following these increases, the base salaries of our named executive officers continue to remain below the 25th percentile of our peer group based on Mercer’s most recent peer company compensation reviews. See “Benchmarking of Compensation” below for information regarding recent updates to the Mercer report.

Annual Cash Bonus

Executive Committee Members and General Counsel Bonus Programs

For members of our Executive Committee and Mr. Holladay, the annual bonus program is a variable, at-risk component of compensation designed to reward these officers for maximizing annual Company performance. The Executive Committee recommends bonuses for its members and Mr. Holladay, and the Compensation Committee reviews these recommendations and makes the final determination as to bonus awards. Although these bonus awards are not based on objective metrics or goals, our Company’s profitability has historically been the most significant item in determining bonus amounts for the Executive Committee members and Mr. Holladay. Mr. Walters participates in the general bonus program applicable to our other officers and employees. For 2024, the Compensation Committee considered the Company’s profitability for 2024 compared to 2023 and each individual’s workload and job performance in determining bonuses for the Executive Committee and Mr. Holladay for 2024. As reflected in the Summary Compensation Table on page 27, annual cash bonuses for 2024 were lower than the 2023 bonus awards given our record earnings and profitability in 2023.

General Bonus Program

Participants in our general bonus program are eligible to earn a bonus equal to 50% of the sum of the officer’s base salary plus such officer’s prior year’s bonus. This program is designed to reward both Company and individual performance during the year.

Of the potential bonus that could be earned by Mr. Walters under this program, approximately 50% is based on our profitability. If we earn a minimum profit, on a pre-tax basis, of five cents per dozen eggs produced, Mr. Walters could earn the full portion of his bonus attributable to our profitability, subject to adjustment at the discretion of the Chief Executive Officer. If our profit is less than five cents per dozen eggs produced, Mr. Walter’s bonus would be reduced by a corresponding percentage, again subject to adjustment at the discretion of our Chief Executive Officer. The remaining approximate 50% is based on individual performance as evaluated by our Chief Executive Officer in his discretion. For 2024, Mr. Miller’s evaluation included his personal assessment of the overall efficiency, effectiveness, cooperativeness, enthusiasm, judgment and attitude that Mr. Walters brings to the performance of his duties. Our Chief Executive Officer has the authority to adjust general bonuses under this program for our officers as deemed appropriate for competitive reasons or extraordinary circumstances or conditions, but no adjustments were made for 2024 for Mr. Walters.

Equity Compensation

The Company believes it is essential to provide our named executive officers with a long-term equity component of compensation in order to better align their interests with those of the Company’s stockholders.

Our named executive officers participate in our Amended and Restated 2012 Omnibus Long-Term Incentive Plan (the “2012 Plan”). The 2012 Plan is administered by the LTIP Committee. On December 14, 2023, the LTIP Committee authorized grants of RSAs to a broad base of employees of the Company, including the named executive officers, which grants were effective January 12, 2024. The RSAs vest fully on the third anniversary of the date of grant, January 12, 2027. The Compensation Committee and LTIP Committee’s use of RSAs, the level of RSAs awarded to each named executive officer, and the vesting structure of such RSAs were based in large part on the Committees’ review and evaluation of Mercer’s 2022 peer company compensation review, comparisons to the Company’s peer group, and the Company’s overall compensation strategy and objectives. See the “Benchmarking of Compensation” and “Compensation Consultants” sections below.

While the LTIP Committee has not developed formal policies concerning the timing of grants and other matters, its practice has been to authorize grants of restricted shares annually in mid-December, with the grants being effective the following January.

Deferred Compensation Arrangements

The Company maintains an unfunded and unsecured nonqualified deferred compensation plan (the “DC Plan”), in which all of our officers and certain other key members of management are eligible to participate, if selected by the Compensation Committee. The DC Plan allows each eligible participant to voluntarily defer a portion of his or her base salary and all or part of his or her annual bonus and provides for discretionary long-term incentive contributions that may be approved by the Compensation Committee. Under the DC Plan, each participant’s account under the DC Plan is credited or debited with investment gains or losses equal to certain hypothetical investments offered by the plan administrator and selected by the participant. Currently, all of our named executive officers other than Mr. Baker, who previously participated, participate in the DC Plan. For fiscal year 2024, the Company contribution for Messrs. Miller, Bowman, Holladay and Walters ranged from approximately 13%-17% of each officer’s base salary. Each participant is fully vested at all times in the participant’s elective deferrals. Unless otherwise determined by the plan administrator, Company contributions to each participant’s account become one hundred percent (100%) vested on December 31st of the fifth (5th) plan year following the year such contribution is credited to the plan, unless accelerated upon attainment of age sixty (60) with five years of service or a change of control of the Company. Upon retirement or separation from service, participants may elect to receive their distribution in a lump sum or in installments according to the election of the participant. The Compensation Committee determines which contributions, if any, will be made during December of each year. The contributions made for our named executive officers under the DC Plan are reflected in the “Nonqualified Deferred Compensation” table in the “Compensation Tables” section below. 

Effective March 1, 2023, the Company adopted a non-qualified supplemental executive retirement plan (“SERP”) and a split dollar life insurance plan (“Split Dollar Plan”) designed to provide deferred compensation and a pre-retirement death benefit for a select group of management or highly compensated employees of the Company. Currently, Messrs. Miller, Bowman, and Holladay participate in these plans. Provided the vesting conditions are met, participants in the SERP are eligible to receive an aggregate retirement benefit of $500,000, which is paid in annual installments of $50,000 for 10 years. A participant becomes vested in the retirement benefit over five years of plan participation at 20% per year. If a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting will be accelerated to 100%. If a participant dies while employed, he or she will not receive any benefits under the SERP, but their beneficiaries will instead be entitled to the life insurance benefit provided under the Split Dollar Plan, which is $500,000.

Employee Benefits and Perquisites

While we do not maintain a pension plan, we do maintain the Cal-Maine Foods, Inc. KSOP (“KSOP”), which is a combination 401(k) and employee stock ownership plan. We currently contribute an amount not less than 3% of each participant’s base salary and bonus to the KSOP each year, subject to statutory limitations. All full-time employees 18 years of age or older with at least six months of service, including our named executive officers, are members of the KSOP. We also sponsor an elective 401(k) component within the KSOP, but we make no contributions directly to the 401(k) component on behalf of the participants. Each of our named executive officers participates in an enhanced health plan pursuant to which we reimburse the participating officer for eligible health expense not covered by our primary health plan, up to $10,000 per calendar year. In addition, we have a plan under which officers who meet minimum tenure qualifications will be provided health coverage after their retirement. The coverage we provide is secondary to their Medicare coverage.

Each named executive officer, other than Mr. Holladay, is provided one automobile for which we pay the operating and maintenance costs. Mr. Holladay receives an auto allowance. We also pay club dues on behalf of certain of our named executive officers as determined by the Board of Directors and provide a housing allowance to Mr. Miller. In addition, during 2024 we reimbursed Mr. Walters for certain relocation expenses.

Certain officers are provided individual life insurance policies, the premiums of which are paid by the Company. Historically, the Executive Committee has made the determination of which officers would be provided such benefit on a case-by-case basis. In addition, Mr. Baker and the Company are parties to a split-dollar life insurance arrangement. See the “All Other Compensation” column of the Summary Compensation Table in the “Compensation Tables” section below for more detail on these benefits.

General Matters Regarding Executive Compensation

None of our named executive officers has an employment agreement with the Company. In addition, no named executive officer is entitled to receive any severance or change in control payments; however, existing grants of RSAs do vest on death, disability or change in control, and the LTIP Committee in its sole discretion may determine that such grants will vest partially or in full upon retirement. In addition, benefits under the SERP will vest upon disability or a change in control. See the “Potential Payments Upon Termination or Change in Control” section below.

The Board has adopted stock ownership guidelines applicable to the Company’s executive officers. Under the guidelines, the chief executive officer is required to maintain ownership of company stock valued at five times his or her base salary, the chief financial officer is required to maintain ownership of company stock valued at three times his or her base salary and each other executive officer is required to maintain ownership of company stock valued at two times his or her base salary. Executive officers are expected to comply with the stock ownership targets within five years of the date of their appointment. As of the record date, all named executive officers exceed their target ownership levels or are otherwise in compliance with the guidelines.

Our insider trading policy prohibits “Insiders” from entering into any hedging arrangements with respect to our securities. Specifically, the policy defines “Insiders” as the officers of the Company, all members of the Company’s board of directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries, along with members of their immediate families, members of their households, and their controlled entities. The insider trading policy contains the following prohibition:

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, Insiders are prohibited from engaging in any such transactions.

Compensation Advisors

Since fiscal year 2013, the Compensation Committee has engaged the consulting firm of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to periodically provide compensation analysis and consulting services regarding executive and director compensation. Part of this engagement involves benchmarking the Company’s executive pay against a peer group and published compensation surveys. Mercer provided the Compensation Committee with an executive compensation analysis in July 2022, which included a benchmarking analysis using an updated peer group (the “2022 peer group”). The 2022 peer group consists of 15 companies, all of which were publicly traded at the time of the report. The peer group was selected based on research by Mercer and input from management and consisted of the following companies primarily based on size as measured by revenues (with the Company falling in the 46th). As compared to the prior peer group, the 2022 peer group, listed below, contains eight new companies. In addition, six companies were removed from the prior peer group based on a variety of factors, including company delisting, trading liquidity, size, industry exposure and incompatibility of compensation program structure. In May 2024, Mercer provided the Compensation Committee with an updated executive compensation analysis, which includes a benchmarking analysis using an updated peer group (the “2024 Review”). The 2024 Review will be used by the Compensation Committee in making decisions with respect to executive pay for 2025.

In addition to the services described above, the Chairman of the Compensation Committee periodically engages Mercer to review annual and long-term incentive plan designs for competitiveness and alignment with peer companies, and to update management and the Board on executive compensation trends, including director compensation. This review was most recently completed late in fiscal 2024 and was substantially in line with the 2022 report. The Compensation Committee periodically assesses the independence of Mercer and whether any of its work presents a conflict of interest.

Mercer reported to Mr. Poole, who is an independent director and Chairman of the Compensation Committee, and consulted with Mr. Baker, Chairman of the Board and Mr. Bowman, a Vice President and Chief Financial Officer of the Company, in connection with the Executive Committee’s determinations and recommendations regarding other officers’ compensation.

The Compensation Committee has assessed the independence of Mercer pursuant to applicable SEC and Nasdaq rules and concluded that the engagement did not raise any conflicts of interest.

Compensation Committee Report

The Compensation Committee reviewed and discussed the above Compensation Discussion and Analysis with management of the Company, and, based on those review and discussions, the Compensation Committee has recommended to the Board of Directors that the above Compensation Discussion and Analysis be included in the Company’s proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders.

James E. Poole, Chairman

Letitia C. Hughes 

Steve W. Sanders

Camille S. Young

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal year 2024 were Mr. Poole, Ms. Hughes, Mr. Sanders and Ms. Young. None of Ms. Hughes, Mr. Poole, Mr. Sanders and Ms. Young was formerly an officer of the Company.

During fiscal year 2024, none of our executive officers served as a member of the compensation committee or as a director of another entity, one of whose executive officers served on our Compensation Committee or as one of our directors.

COMPENSATION TABLES

Summary Compensation Table 

2024 ALL OTHER COMPENSATION TABLE⁽¹⁾

GRANTS OF PLAN-BASED AWARDS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

STOCK VESTED

NONQUALIFIED DEFERRED COMPENSATION

For additional detail regarding these arrangements, see “Compensation Discussion and Analysis – Elements of Compensation – Deferred Compensation Arrangements.”

Pension Benefits

Effective March 1, 2023, the Company adopted a non-qualified supplemental executive retirement plan (“SERP”) designed to provide deferred compensation for a select group of highly compensated employees of the Company. Currently, Messrs. Miller, Bowman, and Holladay participate in the SERP. Provided the vesting conditions are met, participants in the SERP are eligible to receive an aggregate retirement benefit of $500,000, which will be paid in annual installments of $50,000 for 10 years. A participant becomes vested in the retirement benefit over five years of plan participation at 20% per year. If a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting will be accelerated to 100%. If a participant dies while employed, he or she will not receive any benefits under the SERP, but their beneficiaries will instead be entitled to the life insurance benefit provided under a split dollar life insurance plan.

PENSION BENEFITS

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As described in the Compensation Discussion and Analysis, the Company has not entered into severance or change in control agreements with our named executive officers, although the DC Plan, the SERP and the RSAs provide for accelerated vesting in connection with certain terminations of employment and upon a change in control. Specifically, as amended effective December 1, 2021, our DC Plan provides that unvested Company contributions will also vest upon a change in control. Further, the SERP provides that if a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, the participant will vest in any unvested portion of his $500,000 SERP benefit. Finally, RSAs will vest upon certain terminations of employment and upon a change in control as described in the footnotes to the table below.

In addition, the following table does not quantify payments under plans that are generally available to all salaried employees, similarly situated to the named executive officers in age, years of service, date of hire, etc., and that do not discriminate in scope, terms or operation in favor of executive officers.

For the named executive officers, the value of the RSAs that would vest upon termination of employment due to death or disability, or a change in control of the Company as of the end of the Company’s fiscal year ended June 3, 2023, are outlined below, based on the Company’s closing stock price of $61.67 on May 31, 2024, the last business day of such fiscal year.

PAY-RATIO DISCLOSURE

To determine the median employee compensation, we analyzed all of Cal-Maine Foods’ employees, excluding Cal-Maine Foods’ Chief Executive Officer, as of June 1, 2024. We annualized wages for employees that were not employed for the full year. We used year to date gross wages as the consistently applied compensation metric to determine the median employee. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our named executive officers in the Summary Compensation Table on page 27.

The 2024 annual total compensation of our median employee other than Mr. Miller was $46,858. For fiscal year 2024, the total compensation of our Chief Executive Officer, Mr. Miller, was $1,107,975 as reported in the “Total” column of the Summary Compensation Table on page 27. Based on the foregoing, our estimate of the ratio of the average annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 24 to 1. Given the different methodologies that different public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

DIRECTOR COMPENSATION

For fiscal year 2024, the Company’s non-employee directors each received an annual fee of $45,000 as compensation for their services as a director. The fee is paid in quarterly installments following the end of each quarter and in advance of the next quarterly board meeting. During fiscal 2024, each non-employee director received an additional one-time special payment of $20,000 related to additional special meetings of the Board requiring increased director time and to our record Company performance in fiscal 2023. During fiscal year 2024, each non-employee director received an annual equity award with a target grant date value of approximately $100,000. On January 12, 2024, Mses. Hughes and Young and Messrs. Poole and Sanders, as independent directors, each received grants of 1,863 RSAs under the 2012 Plan. Such RSAs vest 100% on the third anniversary of the date of grant. Mercer also periodically reviews and benchmarks the Company’s director compensation program, and the most recent such review was completed in May 2024. See “Compensation Discussion & Analysis – Compensation Advisors” for more information regarding Mercer. Employee directors receive no additional compensation for their services as directors of the Company, and the compensation of Messrs. Baker, Bowman and Miller is reflected in the Summary Compensation Table above.

DIRECTOR COMPENSATION TABLE

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended June 1, 2024, with management, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures.

The Audit Committee also worked with Frost, PLLC, the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with Frost, PLLC that firm’s independence from management and the Company and all matters required to be discussed pursuant to Public Company Accounting Oversight Board rules and has received the written disclosures and letter from Frost, PLLC required by Public Company Accounting Oversight Board rules and the SEC and considered the compatibility of non-audit services with Frost, PLLC’s independence.

The Audit Committee discussed with our internal auditors and our independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and our independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 1, 2024, for filing with the SEC.

The Audit Committee is currently composed of four directors, all of whom are independent, as defined by SEC rules and in the Nasdaq listing standards. In addition, the Board of Directors has determined Ms. Hughes and Messrs. Poole and Sanders qualifies as an “audit committee financial expert,” as such term is defined in the SEC rules.

Letitia C. Hughes, Chairperson 

James E. Poole 

Steve W. Sanders 

Camille S. Young

FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES

The following table discloses the aggregate fees billed by Frost, PLLC for professional services rendered during fiscal 2024 and 2023:

All audit and any material non-audit services provided by the Company’s independent registered public accounting firm require pre-approval by the Audit Committee or its designee. 100% of the services performed by Frost, PLLC for the fiscal years 2024 and 2023 were pre-approved by the Audit Committee.

Audit fees include fees associated with the annual audit of the Company’s financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10-Q. Audit-related fees principally include employee benefit plan audits for plan fiscal years ended December 31, 2023 and December 31, 2022.

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee selected the firm of Frost, PLLC of Little Rock, Arkansas, to serve as the independent registered public accounting firm for the Company for fiscal year 2025, and the Board of Directors recommends a vote FOR ratification of such selection. There have been no controversies, disputes or differences of opinion with Frost, PLLC since the firm has been engaged by the Company.

Frost, PLLC has extensive experience in serving the poultry and egg industries, and, as a result, the Audit Committee felt they would be particularly well-suited to serve as independent registered public accounting firm for the Company. If the Company’s stockholders do not ratify the selection of Frost, PLLC, the Audit Committee will reconsider this selection.

Representatives of Frost, PLLC are expected to attend the Annual Meeting and be available to respond to appropriate questions, and they may make a statement if they desire to do so.

Approval of this proposal requires the vote of a majority of the voting interest present in person or represented by proxy. For more information on the voting requirements, see “Voting Shares” above. Unless otherwise specified, proxies will be voted FOR the ratification of Frost, PLLC’s selection.

The Board unanimously recommends a vote “FOR” the ratification of the selection of Frost, PLLC as independent registered public accounting firm of the Company.

PROPOSAL NO. 3: Approval of the Amendment to Our Certificate of

Incorporation to ADD Officer Exculpation

We are asking stockholders to approve an amendment to our second amended and restated certificate of incorporation (our “Charter”) to limit the personal liability of certain officers of the Company (the “Amendment”) to reflect new Delaware law provisions as further described herein.

Paragraph 10 of our Charter currently contains a provision eliminating the personal liability of our directors for monetary damages for breach of fiduciary duty as a director to the extent permitted by the Delaware General Corporation Law (the “DGCL”). Delaware recently amended Section 102(b)(7) of the DGCL to allow a Delaware corporation to include a similar provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. As further described below, we are asking our stockholders to approve the Amendment to add such officer exculpation, similar to our existing provision exculpating our directors.

Description of the Amendment

As now permitted by the DGCL, we propose to amend Paragraph 10 of our Charter to read in its entirety as follows (additions are indicated by double underlining and deletions are indicated by strike-outs):

10.       No director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively; provided, however, that this section shall not eliminate or the limit liability of a director (i) for any breach of a director’s or officer’s duty or of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) of an officer in any action by or in the right of the Corporation. The limitation of liability shall not eliminate or limit the liability of any director or officer for any act or omission occurring prior to the date upon which this provision becomes became effective with respect to such director or officer, respectively.

The full text of the proposed form of amendment to our Charter reflecting revised Paragraph 10 is attached to this proxy statement as Annex A.

Reasons for the Amendment

Our Board desires to amend our Charter to eliminate the personal liability of our officers for monetary damages for breach of fiduciary duty as an officer to the fullest extent permitted by the DGCL. In considering the Amendment, the Board considered the narrow class and type of claims for which officers are permitted to be exculpated from personal liability, which is more limited than the protection currently permitted for our directors. As amended, the DGCL only permits, and the Amendment would only provide, exculpation for direct claims brought by stockholders, and would not limit any officer’s personal liability for:

Our Board believes that the Amendment will limit officers’ concerns about personal liability, which will empower officers to best exercise their business judgment in furtherance of stockholder interests. The nature of the role of officers often requires them to make difficult judgments and decisions on important and complex matters on a time-sensitive basis, which can create risk of investigations, claims, actions, suits or proceedings seeking to impose personal liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Our Board believes that limiting concern about personal monetary risk to the extent permitted by the Amendment empowers officers to best exercise their business judgment in furtherance of stockholder interests. Our Board also believes the Amendment better aligns the protections available to our officers with those currently available to our directors and that it would discourage plaintiffs’ lawyers from adding officers to direct claims relating to breaches of the duty of care which can lead to increased litigation and insurance costs.

In addition, our Board believes it is important to protect our officers to the fullest extent permitted by the DGCL to continue to attract and retain experienced and highly qualified officers. Other corporations that are incorporated in Delaware have adopted and may continue to adopt amendments to their certificates of incorporation that limit the personal liability of officers. The Company’s failure to adopt the Amendment could impact the Company’s ability to recruit and retain experienced and highly qualified officers, who may conclude that the potential personal exposure to liabilities, costs of defense and other risks of proceedings outweighs the benefits of serving or continuing to serve as an officer of the Company. Further, if other corporations adopt amendments similar to the Amendment and we do not, we may experience a disproportionate amount of litigation and disproportionately increased costs for officer liability insurance premiums. The Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer nor is it being proposed in response to any litigation or threat of litigation.

Because certain directors are also officers, the Amendment was considered and was recommended to the Board by the Company’s independent directors.

For these reasons, upon the recommendation of the independent directors, the Board declared the Amendment advisable and in the best interests of the Company and its stockholders, authorized and approved the proposed certificate of amendment (the “Certificate of Amendment”), resolved to submit the Amendment to our stockholders for approval at this Annual Meeting and recommends that our stockholders approve the Amendment.

Effects and Timing of the Amendment

If adopted, the Amendment would only provide for the exculpation of officers in connection with direct claims brought by stockholders for breach of the officers’ fiduciary duty of care, but would not eliminate officers’ personal monetary liability for breach of other fiduciary duty claims, including breach of the duty of care, brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under our Charter, the Amendment would not limit the personal liability of officers for any breach of the fiduciary duty of loyalty, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. Further, the Amendment will not eliminate the liability of an officer for any act or omission occurring prior to the date on which it becomes effective.

The officers who now may be exculpated are: (i) individuals serving in the capacity of president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers of the Company; and (iii) an individual who, by written agreement with the Company, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute.

If the Amendment is approved by our stockholders, it will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after this Annual Meeting.

If the proposed Amendment is not approved by our stockholders, then the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware and our Charter will remain unchanged. In accordance with the DGCL, our Board may elect to abandon the proposed Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Amendment.

Vote Required to Approve the Amendment to Our Certificate of Incorporation to Add Officer Exculpation

Approval of this proposal requires the approval of a majority in voting interest of the shares of Common Stock and Class A Common Stock issued and outstanding, voting together as a group. See “Voting Shares” for more information about voting procedures.

The Board recommends a vote “FOR” approval of the amendment to our certificate of incorporation to add officer exculpation.

STOCKHOLDER PROPOSALS

Stockholder proposals for the 2025 Annual Meeting must comply with the requirements of Rule 14a-8 of the Exchange Act, and be received in writing by the Company no later than April 24, 2025, to be considered for inclusion in the Company’s proxy materials. Stockholder proposals should be addressed to Cal-Maine Foods, Inc., Post Office Box 2960, Jackson, Mississippi 39207, ATTN: Secretary. Stockholders wishing to present a proposal at the 2025 Annual Meeting without having the proposal included in the Company’s proxy materials must submit the proposal in writing to the Company’s Secretary, at the above address, by July 8, 2025. In order to prevent controversy about the date of receipt of a proposal, the Company strongly recommends that any stockholder wishing to present a proposal submit the proposal by certified mail, return receipt requested or by other means that permit the stockholder to prove the date of delivery.

In addition to satisfying the requirements of our Bylaws and applicable law, if a shareholder intends to comply with the universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the shareholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company at the above address or IR@cmfoods.com no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2025 annual meeting of shareholders, no later than August 5, 2025). If the date of the 2025 annual meeting of shareholders is changed by more than 30 calendar days from such anniversary date, however, then the shareholder must provide notice by the later of 60 calendar days prior to the date of the 2025 annual meeting of shareholders and the 10th calendar day following the date on which public announcement of the date of the 2025 annual meeting of shareholders is first made.

OTHER MATTERS

The Board of Directors is not aware of any other matters that may come before the Annual Meeting. However, if any other matters are properly brought before the meeting, the proxies named in the enclosed proxy will vote in accordance with their best judgment on such matters.

By order of the Board of Directors,
	Max P. Bowman,
	Secretary
Ridgeland, Mississippi
August 22, 2024

ANNEX A

Certificate of Amendment to  

Second Amended and Restated Certificate of Incorporation of 

Cal-Maine Foods, Inc.

Cal-Maine Foods, Inc. (the “Corporation”), a corporation organized and existing under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.            This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on July 20, 2018 (the “Certificate of Incorporation”).

2.           The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

3.            That Paragraph 10 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

10.       No director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively; provided, however, that this section shall not eliminate or limit liability (i) for any breach of a director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the General Corporation Law of the State of Delaware, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) of an officer in any action by or in the right of the Corporation. The limitation of liability shall not eliminate or limit the liability of any director or officer for any act or omission occurring prior to the date upon which this provision became effective with respect to such director or officer, respectively.

4.            All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this ____ day of October, 2024.

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