Cal-Maine Foods Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$CALM
Farming/Seeds/Milling
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on October 4, 2024 (the “Annual Meeting”).
Proposal No. 1: Election of Directors.
The following persons were nominated and elected to serve as members of the Board of
Directors until our next annual meeting of stockholders and until their successors are elected and qualified.
Nominees for the Board of Directors of the Company:
Names
Votes For
Votes Withheld
Non-Votes
Adolphus B. Baker
68,050,669
17,292,145
3,058,159
Max P. Bowman
71,605,168
13,737,646
3,058,159
Letitia C. Hughes
71,743,606
13,599,208
3,058,159
Sherman L. Miller
74,003,234
11,339,580
3,058,159
James E. Poole
70,370,045
14,972,769
3,058,159
Steve W. Sanders
73,600,695
11,742,119
3,058,159
Camille S. Young
73,632,949
11,709,865
3,058,159
Proposal No. 2: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the
Company for fiscal 2025.
Votes For
Votes Against
Abstentions
Non-Votes
88,158,964
179,260
62,749
N/A
Proposal No. 3: Approval of an amendment to our Second Amended and Restated Certificate of Incorporation.
Company’s stockholders approved the proposal by the following vote:
Votes For
Votes Against
Abstentions
Non-Votes
65,710,702
19,551,796
80,316
3,058,159
Item 8.01. Other Events.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the exculpation of officers pursuant to Delaware
law, as described in the Company’s proxy statement for the Annual Meeting. Accordingly, on October 4, 2024, the Company
filed a certificate of amendment to its Certificate of Incorporation with the Delaware Secretary of State, and the amendment
became effective on the date of filing. The foregoing description of the amendment to the Certificate of Incorporation is not
intended to be complete and is qualified in its entirety by reference to the Company’s Composite Second Amended and Restated
Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
3.1
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
October 4, 2024
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer