Cal-Maine Foods Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$CALM
Farming/Seeds/Milling
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
,
,
,
(Address of principal executive offices (zip code))
-
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
☐
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
The
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On 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
99.2
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