SEC Form DEF 14A filed by Cal-Maine Foods Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

☐	Preliminary Proxy Statement

Payment of Filing Fee (Check the appropriate box):

Table of Contents

NOTICE OF ANNUAL MEETING

October 3, 2025

TO THE STOCKHOLDERS:

The 2025 Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the “Company”) will be held at the Company’s corporate offices at 1052 Highland Colony Parkway, Suite 200, Ridgeland, Mississippi 39157, at 10:00 a.m., Central Time, on Friday, October 3, 2025 (the “Annual Meeting”), for the following purposes:

August 8, 2025 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 3, 2025.

The proxy statement and the Company’s 2025 annual report to stockholders are available at

CAL-MAINE FOODS, INC.

1052 Highland Colony Parkway, Suite 200

Ridgeland, Mississippi 39157

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 3, 2025

The information set forth in this proxy statement is furnished by our Board of Directors (“Board”) in connection with the 2025 Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the “Company”) to be held on October 3, 2025, 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, form of proxy card, and our Annual Report to Stockholders for the fiscal year ended May 31, 2025 (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, our notice of internet availability of proxy materials sent to you separately 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 Company’s stockholders of record as of the record date of August 8, 2025 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, on or about August 19, 2025, to stockholders of record as of the close of business on August 8, 2025 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. Upon written or oral request, we will deliver promptly separate copies of the notice to any stockholder that elects not to participate in householding. 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 stockholders 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:

Our Board 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 8, 2025, are eligible to vote at the Annual Meeting in person or by proxy. As of the record date, 48,497,477 shares of our common stock were outstanding (including 216,335 shares of unvested restricted common stock issued under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan, as amended, that have voting rights).

Each share of our common stock is entitled to one vote on each matter to be considered at the Annual Meeting. The holders of a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or by proxy, will constitute a quorum at the Annual Meeting.

If a quorum is not present in person or by proxy, the chairperson of the meeting or the holders of shares representing a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote at the meeting present in person or by proxy, though less than a quorum, may adjourn the meeting from time to time, until a quorum is present. Notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days. At the adjourned meeting, the Company may transact any business that 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, 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 proposal relating to the election of directors is considered a non-discretionary proposal 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, 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. 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. 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.

Other Proposals. Under our Amended and Restated Bylaws (“bylaws”), matters other than the election of directors are decided by the affirmative vote of the holders of a majority of the voting power of the Company’s capital stock present in person or by proxy and entitled to vote.

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 unanimously 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 and the Company’s bylaws, the Company will appoint one or more inspectors of election to act at the Annual Meeting and make a written report in accordance with law.

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 as of August 11, 2025, unless otherwise indicated, by:

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PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS

Our Fourth Amended and Restated Certificate of Incorporation (“charter”) and our bylaws provide that the number of directors shall be fixed by resolution of the Board and that such number may not be less than three nor more than 12. The Board has fixed the number of directors at eight as of the date of the Annual Meeting.

Our charter provides that directors are divided into three classes to be as nearly equal in number as is practicable, with each class elected for three-year terms. Each director holds office until that director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our directors are classified into the following three classes:

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Melanie Boulden, Sherman L. Miller and Camille S. Young for election as Class I directors at the Annual Meeting (each a “Director Nominee” and collectively, the “Director Nominees”). Each Director Nominee is currently a director of the Company and each Director Nominee has consented to being named as a director nominee in this proxy statement and to serve as a director if elected. If elected, each Director Nominee will hold office until the Company’s 2028 annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Unless otherwise specified, proxies will be voted FOR the election of the Director Nominees named above. If, at the time of the Annual Meeting, any of the Director Nominees named above are 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 may designate in its discretion, unless otherwise directed.

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” and —“Voting Requirements” above.

The Board unanimously recommends a vote “FOR” each Director Nominee.

DIRECTORS AND DIRECTOR NOMINEES

Below is biographical information about each of our current directors and Director Nominees, including information regarding tenure as a director of the Company, business experience and qualifications, education and other public 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 directors and Director Nominees.

	Adolphus B. Baker Board Chair, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	68	1991	•     Executive (Chair)	Trustmark Corporation and Trustmark National Bank

	Melanie Boulden Former Executive Vice President, Chief Growth Officer, Tyson Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	53	2025	•     Ms. Boulden has been appointed to serve on the Audit, Compensation and Nominating and Corporate Governance Committees commencing September 1, 2025.	Adobe Inc.

Business Experience, Qualifications, Attributes and Skills

Melanie Boulden was appointed to the Board as an independent director in 2025. Ms. Boulden formerly served as the Group President of the Prepared Foods business unit from September 2023 to October 2024 and Executive Vice President, Chief Growth Officer from February 2023 to May 2025 for Tyson Foods, Inc. (“Tyson Foods”), where she remains a consultant. Tyson Foods is a multinational protein-focused food company.  As Group President of Tyson Foods’ Prepared Foods business unit, Ms. Boulden had full P&L responsibility, leading a multibillion-dollar retail, foodservice and ecommerce portfolio, which included beloved and category-leading brands, such as Jimmy Dean®, Hillshire Farm® and Ball Park®.  She was responsible for several manufacturing facilities and more than 19,000 team members.  As Executive Vice President, Chief Growth Officer, Ms. Boulden led innovation, research and development, consumer insights and analytics, demand planning, marketing communications, and corporate communications across the enterprise. Ms. Boulden previously held roles as Chief Marketing Officer of the North America operating unit of The Coca-Cola Company from January 2021 to December 2022, leading a multibillion-dollar brand portfolio consisting of more than 20 brands; President of the Still Beverages business unit at Coca-Cola North America from April 2020 to January 2021, leading the water, sports drinks, tea and coffee businesses; and President and General Manager of Venturing and Emerging Brands at Coca-Cola North America from August 2019 to April 2020. Ms. Boulden’s earlier corporate experience includes senior global marketing roles at Reebok International, Ltd., Crayola LLC, Kraft Foods Group Inc., and Henkel Consumer Goods, USA. Ms. Boulden currently serves on the board of directors of Adobe Inc. She holds a Bachelor of Science degree from Iowa State University and a Master of Business Administration degree from the University of Iowa with concentrations in finance and marketing. The Board believes that Ms. Boulden’s deep expertise in the food, beverage and protein industry and nearly three decades of business management and brand-building experience qualify her to serve on the Board.

	Max P. Bowman  Vice President, Chief Financial Officer, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	65	2018	•     Executive	None

Business Experience, Qualifications, Attributes and Skills

Mr. Bowman has served as Company Vice President and Chief Financial Officer since October 5, 2018, when he was elected to the Board. Mr. Bowman also serves as treasurer and secretary. He joined the Company in June 2018 as Vice President, Finance. Mr. Bowman is a Certified Public Accountant who has extensive experience leading corporate finance and accounting, financial reporting, risk management and merger and acquisition efforts. Mr. Bowman is responsible for the Company’s business line finance group, accounting and financial reporting, corporate development, financial planning and analysis, human capital, information technology, investor relations, risk management and sustainability functions. Prior to joining the Company, Mr. Bowman served as Chief Financial Officer of Southern States Utility Trailer Sales and H&P Leasing from 2014 to 2018. In 2003, Mr. Bowman co-founded Tenax, LLC, a holding company for Tenax Aerospace, a special-mission aircraft-leasing company. At Tenax, Mr. Bowman served as chief executive officer, chief financial officer and president. From 1985 to 2002, Mr. Bowman served in progressive roles of responsibility at ChemFirst, Inc. (NYSE: CEM), a diversified global agricultural, intermediate and fine chemical manufacturer and provider of electronic materials and chemicals to the semiconductor industry that was previously listed on the New York Stock Exchange. Mr. Bowman was appointed as Chief Financial Officer of ChemFirst in 1997 and served in this role until ChemFirst was sold to DuPont Co in December 2002. Previously, Mr. Bowman began working at Arthur Andersen & Company in 1982 and was serving as a Senior Auditor when he left the firm in 1985. Mr. Bowman’s earlier board service includes Tenax and WGS Systems. He earned a Bachelor of Accountancy Degree from Mississippi State University. The Board believes that Mr. Bowman’s extensive experience in managing the finance divisions of public and private companies and successful dealmaking track record qualify him to serve on the Board.

	Letitia C. Hughes  Retired Senior Vice President, Trustmark National Bank
	Age	Director Since	Committees	Other Public Company Directorships
	73	2001	•     Audit (Chair) •     Compensation •     Nominating and Corporate Governance	None

Business Experience, Qualifications, Attributes and Skills

Letitia C. Hughes was elected to the Board as an independent director in 2001, and appointed as lead independent director on July 22, 2025. Ms. Hughes retired as Senior Vice President and Manager of Private Banking at Trustmark National Bank in Jackson, Mississippi, in 2014 after more than forty years of service as a private wealth management expert, industry vertical banker and credit analyst. During her career, Ms. Hughes earned progressively more senior roles tied to financial services, human capital management and technology management, among other capabilities. She served as a subject matter expert for customer privacy, bank secrecy and anti-money laundering governance initiatives. Ms. Hughes also helped the bank develop standards for measuring progress against key legal, compliance and performance objectives. Ms. Hughes most recently served as Senior Vice President at Trustmark. She focused her career on private banking from 1995 until her retirement. Ms. Hughes helped high net-worth individuals and their families meet their financial goals by providing holistic wealth planning capabilities, including financial analysis, real estate and portfolio management solutions and insurance, tax and trust-planning services. Between 1980 and 1995, Ms. Hughes served as a relationship manager for small- and medium-size corporate clients and offered merger and acquisition advisory services in addition to loan-origination capabilities across industry verticals, including manufacturing, food processing and heavy equipment leasing and finance, among others. In 1975, Ms. Hughes was promoted to a generalist credit analyst role dedicated to support the bank’s risk management efforts. She began her career with Trustmark in 1974 as a management trainee. During her career, Ms. Hughes maintained active Series 6, Series 7 and Series 63 licenses. Ms. Hughes continues to contribute to community organizations, including serving in a number of leadership and advisory roles in the Jackson, Mississippi, area. Notably, she previously served as President of the Junior League of Jackson, Mississippi. Ms. Hughes has served on the Board of Trustees of Methodist Rehabilitation Center (“MRC”) in Jackson since 2007. Since 2012, she has also supported the MRC’s Wilson Research Foundation, which is devoted to build a research and education program to advance the clinical practice of neurorehabilitation, with board service and Investment Committee participation and oversight. Ms. Hughes earned her B.S. in Math from Vanderbilt University in 1974. The Board believes that Ms. Hughes’ broad audit, finance and banking experience, in addition to her general knowledge of the Company’s operating environment, qualify her to serve on the Board.

	Sherman L. Miller  President and Chief Executive Officer, Cal-Maine Foods, Inc.
	Age	Director Since	Committees	Other Public Company Directorships
	50	2012	•     Executive	None

Business Experience, Qualifications, Attributes and Skills

Mr. Miller was elected to the Board in 2012. He has devoted his entire professional career to the Company since joining in 1996, serving in various positions of increasing responsibility.  He has served as President since 2018 and was elected as Chief Executive Officer (“CEO”) on September 30, 2022. Mr. Miller previously served as Chief Operating Officer (“COO”) from 2011 to March 24, 2023, where he had primary responsibility for commodity sourcing, procurement and distribution logistics, as well as oversight for the Company risk policies tied to food safety, environmental management and animal welfare. Mr. Miller is a widely recognized animal protein industry expert. He brings extensive experience in attracting and retaining the talent base necessary to support the Company’s growth strategy, both organically and through acquisitions. He also brings a deep understanding of the regulatory landscape that governs how safe, quality food is produced, processed and brought to market. As CEO, Mr. Miller is a proven leader in managing our business through the various market cycles that are characteristic of our industry. His strategic vision is focused on the Company’s long-term growth and value creation for all our stakeholders, including our customers, employees, investors, the communities we serve, the chickens under our care, and the families who rely on us for quality egg products. Mr. Miller’s current and prior board service includes contributions to the United Egg Producers, the U.S. Poultry and Egg Association and the Mississippi State University Poultry Science Advisory Board, among others. He earned his B.S. in Poultry Science from Mississippi State University, where he currently serves as the Distinguished Fellow for the Department of Poultry Science. The Board believes that Mr. Miller’s recognized and substantial industry experience, operational expertise, track record of innovation and successful execution of the Company’s strategies qualify him to serve on the Board.

	James E. Poole  Retired Founder and Managing Partner, GranthamPoole
	Age	Director Since	Committees	Other Public Company Directorships
	76	2004	•     Audit •     Compensation (Chair) •     Nominating and Corporate Governance	None

Business Experience, Qualifications, Attributes and Skills

James E. Poole was elected to the Board as an independent director in 2004. Mr. Poole is a Certified Public Accountant who retired in 2013 as a Principal of GranthamPoole PLLC, a public accounting firm he co-founded in 1999. GranthamPoole grew into one of the southeastern United States’ largest regional accounting firms, driven largely by the firm’s recognized expertise designing audit, ethics and governance programs for clients. Mr. Poole’s service to the firm included Management Committee membership and senior partner and principal roles. Mr. Poole’s practice focused on identifying clients’ key business risks and helping them integrate liability management and insurance strategies into growth-focused operating cultures. He also supervised the expansion of the firm’s merger and acquisitions and tax-consulting practices. Prior to co-founding GranthamPoole, Mr. Poole founded James E. Poole, CPA, a public accounting firm, in 1985. Under his leadership, the firm quickly scaled its valuation and merger and advisory practices on behalf of corporate clients pursuing growth, among other specialty areas. Previously, Mr. Poole co-founded Mississippi Mortgage Company, a company focused on low-income housing mortgage origination and syndication. He also built other businesses, including a real estate company focused on residential development in the Florida panhandle in addition to a business dedicated to oil and gas exploration. A native of Oxford, Mississippi, Mr. Poole earned a Bachelor of Business Administration with a major in Accounting from University of Mississippi in 1972. He is very well-known for his contributions to the Ole Miss football team as a standout player. Mr. Poole is also active in the community. He previously volunteered for Kairos Prison Ministries, an organization devoted to serve incarcerated men, women and youth and assist those who have been impacted by incarceration. He previously served on the ministry’s Central Mississippi Board of Directors. The Board believes that Mr. Poole’s extensive audit and financial experience, risk management expertise, successful track record of business development and broad knowledge of the general business climate where the Company operates qualify him for service on the Board.

	Steve W. Sanders  Retired Partner Ernst & Young
	Age	Director Since	Committees	Other Public Company Directorships
	79	2009	•      Audit •      Compensation •      Nominating and Corporate Governance (Chair)	None

Business Experience, Qualifications, Attributes and Skills

Steve W. Sanders was elected to the Board as an independent director in 2009. Mr. Sanders is a Certified Public Accountant who retired as Managing Partner of the Ernst & Young LLP, Jackson, Mississippi, office after more than 30 years of service. Mr. Sanders has extensive audit, merger and acquisition accounting and valuation-advisory experience. In his practice, Mr. Sanders advised private companies searching for bolt-on acquisitions and engaging in initial public offerings. Mr. Sanders also has broad experience providing industry verticals with audit services and various acquisition audits and related services. Mr. Sanders was promoted to partner at Ernst & Young in 1986. During his tenure, Mr. Sanders was increasingly responsible for human capital management, including hiring, retention and client-side staffing for the Jackson, Mississippi, office. He also supervised the Jackson, Mississippi, office’s ethics, legal and regulatory compliance prior to his retirement in 2002 as Managing Partner. Mr. Sanders’ early career included experience working part-time at a poultry company, which gave him insight into the poultry industry’s operating needs. Mr. Sanders served as a Lecturer at the Richard C. Adkerson School of Accountancy at Mississippi State University, where he taught accounting and auditing courses from 2003 until his retirement in 2017. His previous board service includes a directorship of Valley Services, Inc., a privately held national contract food services manager, from 2002 until Elior North America acquired the business in 2012. Mr. Sanders’ community activities include service to Broadmoor Baptist Church in Madison, Mississippi, including as the former Chairman of its Finance Committee. Mr. Sanders earned his B.S. of Accountancy at Mississippi State University in 1968 and Masters in Business Administration in 1969. The Board believes that Mr. Sanders’ extensive audit, accounting and finance experience, in addition to his human capital management and leadership record, qualify him to serve on the Board.

	Camille S. Young  Principal and Director, Cornerstone Government Affairs
	Age	Director Since	Committees	Other Public Company Directorships
	52	2021	•     Audit •     Compensation •     Nominating and Corporate Governance	Mississippi Power Company

Business Experience, Qualifications, Attributes and Skills

Camille S. Young was elected to the Board as an independent director in 2021. Ms. Young brings more than twenty years of government affairs experience with Mississippi’s elected state and local government officials. Ms. Young maintains deep relationships with business leaders and community influencers nationally and across the state of Mississippi. She deploys her issue expertise and relationships to help clients navigate policies, create and drive effective advocacy campaigns, utilize business and development opportunities and craft successful public affairs efforts. In her practice, Ms. Young also helps clients pursue mergers and acquisitions, navigate supply chain complexities and manage value chain risks. Ms. Young currently serves as Principal and Director of Cornerstone Government Affairs, a full-service, bipartisan consulting firm specializing in federal and state government relations, public affairs and strategic communications and advisory services. At Cornerstone, Mr. Young co-chairs the firm’s Diversity and Inclusion Working Group. Ms. Young joined the firm in 2011. Previously, Ms. Young served as a government affairs representative with one of Mississippi’s leading law firms, Watkins Ludlam Winter & Stennis, from 2001 to 2011, where she was a member of the Government Affairs practice group. She was responsible for managing clients’ legislative advocacy, public affairs and community relations efforts. Prior to joining Watkins Ludlam, Ms. Young served the Mississippi Farm Bureau Federation for five years in various roles as a communications specialist, director of media relations and a government relations specialist. She also held a position with the United States Department of Agriculture as an outreach and public affairs specialist. Ms. Young serves as a member of the inaugural Diversity and Inclusion Committee of the Madison County Business League and Foundation in Mississippi. She previously served as President of the Mississippi State University National Alumni Association, where, during her tenure, she helped drive increased participation by diverse members of the alumni base. Ms. Young has contributed to community activities such as the Greater Jackson Chamber Partnership Board of Directors, the Junior League of Jackson Sustainers Board of Directors, Alpha Kappa Alpha Sorority, Incorporated, and the Mississippi 4-H Foundation. Ms. Young’s public board service includes Mississippi Power Company, a subsidiary of Southern Company. She also serves on the board of privately-held BankFirst Financial Services. Ms. Young earned her B.A. in Communication and M.S. in Agriculture & Extension Education from Mississippi State University. The Board believes that Ms. Young’s extensive human capital, government and regulatory relations, risk management and strategic planning experience qualify her to serve on the Board.

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 68, is Board Chair. See previous description under “Directors and Director Nominees.”

SHERMAN L. MILLER, age 50, is President, Chief Executive Officer and a director. See previous description under “Directors and Director Nominees.”

MAX P. BOWMAN, age 65, is Vice President, Chief Financial Officer, Treasurer and Secretary and a director. See previous description under “Directors and Director Nominees.”

ROBERT L. HOLLADAY, JR., age 49, is Vice President – General Counsel. Mr. Holladay joined the Company and was appointed to this position in 2011.

MICHAEL T. WALTERS, age 54, 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 38, 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.

KEIRA L. LOMBARDO, age 44, is Chief Strategy Officer. She joined the Company and was appointed to this position in August 2025. Prior to joining the Company, since late 2024, she served as Chief Executive Officer of Dairy MAX Inc., a large-scale dairy organization representing approximately 700 farm families across eight states. From 2020 to 2022, she served as Chief Administrative Officer at Smithfield Foods, Inc. (Nasdaq: SFD), a public company producing a wide variety of packaged meats and fresh pork products primarily in the U.S. Prior to that time, she served as Executive Vice President, Corporate Affairs and Compliance at Smithfield starting in 2019 and in various other corporate and investor relations positions at Smithfield since 2002.

CORPORATE GOVERNANCE

Meetings and Attendance

Each year, our Board holds regularly scheduled quarterly meetings and may hold special meetings from time to time. Normally, Board committees hold meetings the same day as the Board’s regular meetings and may also hold special meetings from time to time. 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, five special meetings, and took action by written consent three times during fiscal year 2025. Each of our directors attended at least 75% of all of the Board meetings and meetings of the Board committees on which they served during their tenure in office in fiscal year 2025. Directors are encouraged to attend each of the Company’s annual meeting of stockholders, and all directors attended the Company’s 2024 annual meeting.

Board Committees

Our Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive 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, Compensation, and Nominating and Corporate Governance Committees have written charters which are available on the “Investor Relations – Corporate Governance” page of our website at www.calmainefoods.com. The Executive Committee does not have a charter. In accordance with its charter, from time to time the Nominating and Corporate Governance Committee reviews, and as appropriate recommends to the Board, potential changes with respect to the Board’s committees, and the Nominating and Corporate Governance Committee plans to conduct such a review in the near future. The table below provides the composition of each of the Board’s standing committees as of the date of this proxy statement.

Audit Committee: The Audit Committee is composed of four directors, each whom is independent in accordance with applicable Nasdaq listing standards and SEC rules, including the enhanced criteria with respect to audit committee members. The Audit Committee meets with management, internal auditors, and the Company’s independent registered public accounting firm to oversee the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting, oversees and retains the Company’s independent registered public accounting firm, evaluates and oversees an internal auditor for the Company, reviews annual audited financial statements and recommends whether such statements should be included in the Company’s annual reports on Form 10-K, reviews quarterly financial statements and reports on Form 10-Q, and oversees certain other financial matters. The Audit Committee discusses with the Company’s Director of Information Technology ongoing processes to improve and update the Company’s cybersecurity protocols, new cybersecurity threats, results of internal assessments and any significant cybersecurity incidents. The Audit Committee also reviews the Company’s systems to monitor and enforce compliance with the Company’s Code of Ethics and Business Conduct and reviews and oversees on an ongoing basis all “related-party transactions” required to be disclosed pursuant to SEC regulations. Ms. Boulden has been appointed to serve on the Audit Committee commencing September 1, 2025, at which time the committee will be composed of five independent directors. Upon recommendation of our Nominating and Corporate Governance Committee, our Board has determined 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. The Audit Committee held four meetings in fiscal year 2025.

Compensation Committee: The Compensation Committee is composed of four directors, each of whom is independent in accordance with applicable Nasdaq listing standards and SEC rules. The Compensation Committee discharges  the responsibilities of the Board relating to compensation of the Company’s executive officers. The Compensation Committee reviews and approves annually the compensation of the Company’s Chief Executive Officer and other executive officers of the Company and reviews and approves any employment, severance, change in control or similar agreement with an executive officer. The Compensation Committee administers the Company’s Amended and Restated 2012 Omnibus Long-Term Incentive Plan, as amended. The Compensation Committee is also responsible for reviewing periodically the form and amount of non-employee director compensation and recommending any proposed changes to the Board. Ms. Boulden has been appointed to serve on the Compensation Committee commencing September 1, 2025, at which time the committee will be composed of five independent directors. For more information on the Compensation Committee’s processes and procedures, see “Compensation Discussion and Analysis” below. The Compensation Committee held two regular scheduled quarterly meetings and two special meetings in fiscal year 2025.

Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee was established by the Board on March 25, 2025, and is composed of four directors, each of whom is independent in accordance with applicable Nasdaq listing standards. The Nominating and Corporate Governance Committee discharges the Board’s responsibilities related to the Company’s director nominations process and procedures and develops and maintains the Company’s corporate governance policies, practices and procedures. For additional information about the committee’s process for identifying and evaluating nominees for director, see “Director Nomination Process and Consideration of Director Nominees,” below. Ms. Boulden has been appointed to serve on the Nominating and Corporate Governance Committee commencing September 1, 2025, at which time the committee will be composed of five independent directors. The Nominating and Corporate Governance Committee held one meeting in fiscal year 2025.

Executive Committee: The Executive Committee may exercise all of the powers of the full Board, 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 2025, but worked closely together and took action by written consent seven times.

Director Nomination Process and Consideration of Director Nominees

At least annually, the Nominating and Corporate Governance Committee reviews the composition and size of the Board. In recommending director nominees to the Board, the Nominating and Corporate Governance 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, Board and committee composition requirements of the SEC and Nasdaq and the extent to which, in the Nominating and Corporate Governance Committee’s opinion, the candidate would be a desirable addition to the Board, including how the candidate’s qualities and attributes would complement the other directors’ backgrounds. Additional factors that may be taken into consideration include, but are not limited to, advanced studies and certifications, industry experience, and areas of corporate experience. The Nominating and Corporate Governance Committee believes that the different 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 and Corporate Governance Committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above.

As part of its role in the director nominations process, the Nominating and Corporate Governance Committee considers potential director nominees proposed by committee members, other members of the Board, the Company’s advisors, 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 and Corporate Governance Committee for its consideration.

After the Nominating and Corporate Governance Committee was established by the Board on March 25, 2025, the committee initiated a process to identify and recruit qualified candidates to serve as directors of the Company, seeking suggestions from directors, management and the Company’s advisors. As part of its process, the committee identified Ms. Boulden, who was brought to the committee’s attention by one of the Company’s outside financial advisors. Based on Ms. Boulden’s experience, qualifications, attributes and skills as described above under “Directors and Director Nominees,” the committee recommended to the Board, and the Board approved, the appointment of Ms. Boulden to the Board as a Class I director in August 2025 and as nominee for election as a Class I director at the Annual Meeting.

Skills and Experience

The following table notes the breadth and variety of business experience that each of the directors and Director 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 and Corporate Governance Committee reviews these skill areas periodically to help ensure they represent the current and anticipated future needs of our business.

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 not to be 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 standing Board committees that address risks inherent in their respective areas of oversight.

The Chief Executive Officer and other members of senior management are primarily responsible for managing the day-to-day risks of the Company’s business and are 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, cybersecurity, 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 senior 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 and Audit Committee’s oversight of such risks, see our Annual Report on Form 10-K for fiscal 2025, 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” 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 the Company’s common stock valued at two times his or her annual retainer, which is currently $45,000, except for Ms. Hughes, the Board’s lead independent director, whose annual retainer is $60,000. Under the stock ownership guidelines, new non-employee 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, except for Melanie Boulden who was appointed to the Board on August 11, 2025 and has until August 11, 2030 to comply with the non-employee director stock ownership guidelines.

Board Independence

Upon recommendation of our Nominating and Corporate Governance Committee, our Board determined that, under Nasdaq listing standards, the following directors are independent: Ms. Boulden, Ms. Hughes, Mr. Poole, Mr. Sanders and Ms. Young. As executive officers of the Company, Messrs. Baker, Bowman and Miller do not qualify as independent pursuant to Nasdaq listing standards.

A majority of the directors on our Board are independent in accordance with applicable Nasdaq listing standards. Additionally, our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised solely of independent directors.

Code of Ethics and Business Conduct

Nasdaq qualitative listing standards require companies to adopt a code of conduct applicable to all directors, officers and employees that is in compliance with 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.

We have a written insider trading policy that applies to all “Insiders” of the Company, including officers of the Company, all members of the Board 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. We believe our insider trading policy, which includes additional restrictions and procedures applicable to our directors and executive officers, is reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to the Company. Additionally, the policy confirms that the Company will not engage in transactions in its securities in violation of applicable securities laws. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

Board Leadership Structure

The roles of our Board Chair and Chief Executive Officer are not currently held by the same person. Mr. Miller serves as our Chief Executive Officer and Mr. Baker, who previously served as our Chief Executive Officer and is currently an executive officer of the Company, currently serves as Board Chair. Our bylaws as adopted on March 27, 2025 require that when our Board Chair does not qualify as independent in accordance with applicable Nasdaq listing rules, the then-serving independent directors of the Board shall appoint a lead independent director. On March 27, 2025, Letitia C. Hughes was appointed by the independent directors as lead independent director.

The lead independent director presides at all executive sessions of the Board, serves as a liaison to the Chief Executive Officer and other directors not present at executive sessions of the Board regarding topics discussed in executive session or other matters as may be raised from time to time by one or more independent directors, works with the Board Chair and other directors to determine agenda items for Board meetings, has the power to call meetings of the independent directors, and has such other responsibilities, and performs such duties, as may from time to time be assigned to her by the Board. For additional information regarding the lead independent director role, see Section 2.6 of the bylaws.

The Board recognizes that the leadership structure and the decision to combine or separate the roles of the Chief Executive Officer and Board Chair 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 that the roles be combined or separate. 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 Board Chair. Mr. Miller has a great understanding of the Company through his operational experience and the Board recognizes the value of his executive leadership, expertise and strategic vision to the Company. Mr. Baker is well suited to lead the Board as Board Chair because he has extensive knowledge of the Company’s operations, strategy, stakeholders and the major issues facing the Company. In addition, the Board recognizes the importance of having a strong independent board leadership structure to facilitate the effective performance of the Board in its role of providing oversight of management. Accordingly, because Mr. Baker is not an independent director, the Board has established the role of lead independent director, as described above.

Related-Party Transactions

Our Board approved a new charter for our Audit Committee in March 2025. Our Audit Committee’s charter allocates responsibility to the committee to review and oversee on an ongoing basis all “related-party transactions,” meaning those required to be disclosed pursuant to the SEC’s Regulation S-K Item 404, which are generally transactions in which the Company is a participant, the amount involved exceeds $120,000 and any “related party” has or will have a direct or indirect material interest. In general, “related parties” include our directors, executive officers, beneficial owners of more than 5% of our common stock, and their immediate family members.

In addition, our Audit Committee’s charter allocates responsibility to the committee to review the Company’s Code of Ethics and Business Conduct and the Company’s systems to monitor compliance with and enforce the Code. The Code 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 Company’s General Counsel reports at least annually to the Audit Committee concerning any such disclosures.

While the Audit Committee, Chief Executive Officer and General Counsel have no specific written policy or procedures for review and approval of related-party or conflict of interest transactions, their practice has been to consider, among other factors:

Following is a description of any transaction since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. The transactions were approved by a special committee of the Board consisting solely of disinterested independent directors.

Conversion Agreement. As previously disclosed, on February 25, 2025, the Company entered an Agreement Regarding Conversion (the “Conversion Agreement”) by and among the Company, DLNL, LLC, a Delaware limited liability company (“Daughters’ LLC”) and its members, namely Adolphus B. Baker, Board Chair, and his spouse and her three sisters, who are the four daughters of our late founder Fred R. Adams, Jr. (the “Members” and together with Daughters’ LLC, the “Stockholder Parties”). The Company’s entry into the Conversion Agreement was a result of the Members informing the Company that they were potentially interested in diversifying their respective financial portfolios, including through the potential sale of all or a portion of the shares of the Company’s common stock underlying the Company’s then-outstanding convertible high-vote Class A Common Stock. Prior to the Class A Conversion described below, Mr. Adams’ family controlled all of the outstanding shares of Class A Common Stock, all of which were held by Daughters’ LLC, and thereby controlled a majority of the Company’s total voting power; as a result, the Company was a “controlled company” under the rules of The Nasdaq Stock Market.

The Conversion Agreement provided for the following:

The Conversion Agreement, including the documents contemplated by that agreement, did not require any Stockholder Party to convert Class A Common Stock into common stock or to sell any Common Stock.

The Class A Conversion occurred on April 14, 2025, at which time the Company was no longer a controlled company under the rules of The Nasdaq Stock Market.

Indemnification Agreements. As previously disclosed, effective as of March 25, 2025, the Company entered into an Indemnification Agreement (“Indemnification Agreement”) with each of the Company’s directors and certain officers, including our executive officers. Each Indemnification Agreement is intended to provide protection against personal liability for individuals serving in these capacities, thereby encouraging the retention and attraction of highly capable personnel. Each Indemnification Agreement provides that the Company will indemnify the director or officer, to the fullest extent permitted by law, against any and all expenses, liabilities, losses, judgments, fines, and amounts paid in settlement that arise from his or her role within the Company. This indemnification includes the advancement of expenses incurred in defending any such proceeding. Any such advancement of expenses is subject to the receipt of a written request and undertaking from the officer or director that the officer or director will repay any advanced funds if it is ultimately determined that he or she is not entitled to indemnification.

Each Indemnification Agreement outlines the process for determining whether the officer or director is entitled to indemnification. This determination will be made by (i) the Board, (ii) a committee consisting solely of disinterested directors, (iii) independent counsel selected by the Board, or (iv) the Company’s stockholders, depending on the circumstances (each, a “Reviewing Party”). However, if the officer or director is successful in defending any proceeding, he or she will be indemnified against expenses incurred in connection with the defense, without the need for further authorization or determination by the Reviewing Party.

In the event of a “change in control” of the Company (as defined in the Indemnification Agreement), each Indemnification Agreement includes specific provisions to safeguard the rights of the officer or director. After a change in control, the determination of the officer or director’s entitlement to indemnification will be made by an independent counsel. The rights provided under each Indemnification Agreement are in addition to any other rights the officer or director may have under the Company’s certificate of incorporation, bylaws, applicable law, or other agreements. Each Indemnification Agreement also requires the Company to cover the officer or director under the Company’s directors’ and officers’ liability insurance policies. The duration of each Indemnification Agreement extends until ten years after the officer or director ceases to serve in his or her role as an officer, director or employee, or one year after the final disposition of any proceeding related to his or her service, whichever is later. Each Indemnification Agreement is binding on the Company and its successors and assigns.

Secondary Offering. As previously disclosed, on April 15, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Selling Stockholders (as defined below) and Goldman Sachs & Co. LLC in connection with the offer and sale (the “Offering”) of 2,978,740 shares (the “Underwritten Shares”) of the Company’s common stock, by Adolphus B. Baker, Board Chair, his spouse Dinnette Adams Baker and her three sisters who are the four daughters of the Company’s late founder, Fred R. Adams, Jr. (collectively, the “Selling Stockholders”), at a public offering price per share of $92.75. The sale of the Underwritten Shares pursuant to the Underwriting Agreement was completed on April 17, 2025. The Company did not offer or sell any shares of the Common Stock in the Offering, and the Company did not receive any proceeds from the Offering. The Underwriting Agreement contained customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders agreed to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make in the event of any such liabilities. The Company incurred expenses of $1.7 million in connection with the Offering. Pursuant to the Conversion Agreement, the Selling Stockholders will reimburse the Company $909 thousand.

Repurchase of Common Stock. As previously disclosed, on April 15, 2025, in connection with the Offering, the Company entered into a stock repurchase agreement with the Selling Stockholders, pursuant to which the Company agreed to repurchase 551,876 shares of common stock (the “Repurchased Shares”), which were not included in the Offering, contingent upon completion of the Offering, at the per share price paid by the underwriter in the Offering, resulting in a total purchase price of approximately $50 million. The Company’s purchase of the Repurchased Shares pursuant to the stock repurchase agreement was completed on April 17, 2025.

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 2025 were timely filed by the officers, directors, and security holders required to file such forms except that Michael T. Walters, our Chief Operating Officer, filed one late Form 4 on August 7, 2024 with respect to the sale of shares of the Company’s common stock that occurred on July 31, 2024.

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 2025 are listed below:

Executive Summary

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Performance-Based Long-Term Incentive Award – Effective June 1, 2025, the Company implemented a new performance-based long-term incentive award under our executive compensation program. Pursuant to these awards, our named executive officers have the opportunity to receive Common Shares based on the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. These goals are measured over a three-year performance period.

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Severance and Change in Control Agreements – Effective April 8, 2025, the Company entered into Severance and Change in Control Agreements with the following named executive officers: Messrs. Miller, Bowman, Walters and Holladay. These agreements provide for severance benefits in connection with an involuntary termination of employment without cause both before and after a change in control of the Company.

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NEW Performance-Based Long-Term Incentive Awards—Beginning in fiscal year 2026, a portion of our long-term equity compensation program includes performance awards that reward financial performance and shareholder returns.

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NEW Double Trigger Severance Payments—Our new executive Severance and Change in Control Agreements do not provide for single trigger cash payments upon a change in control; our executives are entitled to severance only upon certain circumstances as the result of a termination of employment, whether before or after a change in control.

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No Tax “Gross-Ups”—We do not provide any tax “gross-up” payments in connection with compensation or other benefits provided by the Company.

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Clawback Policy—Incentive-based compensation for our named executive officers is subject to a Nasdaq-compliant compensation recoupment policy that requires the Committee to seek recovery of covered incentive-based compensation if there is a required restatement of the Company’s financial statements.

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Independent Compensation Consultant—The Committee periodically engages an independent compensation consultant to prepare surveys of executive officer and director compensation based on a peer group comprised of publicly traded companies.

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Risk Review—The Compensation Committee conducts a regular risk review of the Company’s executive compensation program, policies and practices.

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Anti-Hedging and Limited Pledging Policies—The Company prohibits its executives, directors and employees from hedging Company securities and places prudent limits on their ability to pledge Company securities.

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Stock Ownership Requirements—Our executive officers are required to maintain certain levels of ownership of Company securities.

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 turnover, and enable us to attract sufficient talent as our business expands.

Our Compensation Committee is composed solely of independent directors. Our Board adopted a new charter for our Compensation Committee on March 25, 2025. At that time, the Board also dissolved our Long-Term Incentive Plan Committee (“LTIP Committee”), which also was composed solely of independent directors, and allocated its responsibilities pursuant to our Amended and Restated 2012 Omnibus Long-Term Incentive Plan, as amended (the “2012 Plan”) to the Compensation Committee. As disclosed in the past, prior to adoption of the new charter, we had a dual approach to executive compensation matters, with the members of the Executive Committee approving certain compensation decisions for other executive officers and the Compensation Committee approving compensation decisions for the members of the Executive Committee. Pursuant to the new charter, our Compensation Committee must review and approve annually the compensation of our Chief Executive Officer and all other executive officers and review and approve any employment, severance, change in control or similar agreement with an executive officer.

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 2025, 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 2025.

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 typically 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 2024 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, 2025 as follows: Mr. Baker – no increase, Mr. Miller – 18%, Mr. Bowman – 8%, Mr. Walters - 18% and Mr. Holladay – 9%. 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

The annual bonus program for our named executive officers is a variable, at-risk component of compensation designed to reward these officers for maximizing annual Company performance. The Executive Committee recommends executive bonuses, and the Compensation Committee reviews these recommendations and makes the final determination as to bonus awards. Our Company’s profitability has historically been the most significant item in determining bonus amounts for the named executive officers, but the Compensation Committee also considers each executive’s workload and job performance in determining bonuses.

For fiscal 2025, the Compensation Committee determined that each named executive officer would have a target bonus equal to 25% (for Mr. Baker) or 50% (for all other named executive officers) of the sum of the officer’s base salary plus such officer’s prior year bonus. Similar to past years, if we earn a minimum profit, on a pre-tax basis, of five cents per dozen eggs produced, the executive could earn the full portion of his bonus attributable to our profitability (50% of the total), subject to adjustment at the discretion of the Compensation Committee. If our profit is less than five cents per dozen eggs produced, the executive’s bonus attributable to our profitability would be reduced by a corresponding percentage, again subject to adjustment at the discretion of our Compensation Committee. All of our executives performed well and met expectations during fiscal 2025. Given our record earnings, profitability and operational performance in fiscal year 2025, the Compensation Committee approved payout of bonuses equal to 200% of each named executive officer’s target bonus for 2025. The Compensation Committee also approved bonuses equal to 200% of substantially all other employees’ target bonuses for 2025.

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 2012 Plan. On December 10, 2024, 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 14, 2025. The RSAs vest fully on the third anniversary of the date of grant, January 14, 2028. The 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 LTIP Committee’s review and evaluation of Mercer’s 2024 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.

As noted above, in April 2025, the Compensation Committee implemented a new performance-based component of our long-term equity program. Effective June 1, 2025, each of our named executive officers received an award of PSUs, each representing the right to receive one Common Share, provided the applicable service and performance conditions are met. Specifically, the terms of the PSUs provide that they will pay out after a three-year performance period contingent on (a) the executive’s continued service through the performance period, except as otherwise provided in the award agreement, and (b) the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. Depending on the level of achievement of these two measures over the performance period, the PSUs will pay out between 0% and 150% of the target award.

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 2025, the Company contribution for Messrs. Miller, Bowman, Holladay and Walters were approximately 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 expenses 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 and provide a housing allowance to Mr. Miller and reimbursed certain relocation costs to Mr. Walters during fiscal year 2025.

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, and currently that determination is made by the Compensation Committee with respect to all executive officers. 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

Employment Agreements and Severance and Change in Control Arrangements

None of our named executive officers has an employment agreement with the Company. However, we provide certain named executive officers with contractual protections in the event of an involuntary separation either prior to or in connection with a change in control of the Company. Effective April 8, 2025, the Company entered into a Severance and Change in Control Agreement with each of Mr. Miller, Mr. Bowman, Mr. Walters, and Mr. Holladay. These agreements continue in effect through May 31, 2030, after which they will automatically renew for additional one-year periods unless prior written notice of non-renewal is provided by the Company. We believe that severance protections can play a valuable role in attracting and retaining key executive officers, and that these benefits also serve our stockholders’ interests by promoting a continuity of management in the context of an actual or threatened change in control transaction.

We also believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage these officers to remain employed with the Company during the important time when their prospects for continued employment following a transaction are often uncertain, we provide them with enhanced severance benefits if their employment is terminated by the Company without cause or by the executive with good reason in connection with a change in control. We do not provide excise tax gross-up protections under any change in control arrangements with our named executive officers.

Additionally, existing grants of RSAs vest on death, disability or change in control, and the Compensation Committee in its sole discretion may determine that such grants will vest partially or in full upon retirement. Benefits under the SERP will also vest upon disability or a change in control. See the “Potential Payments Upon Termination or Change in Control” section below.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines applicable to the Company’s executive officers. Under the guidelines, our chief executive officer is required to maintain ownership of Company stock valued at five times his or her base salary, our chief financial officer is required to maintain ownership of Company stock valued at three times his or her base salary and each of our other executive officers 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 exceeded their target ownership levels or were otherwise in compliance with the guidelines.

Anti-Hedging Policy

Our insider trading policy, described above under Corporate Governance – Insider Trading Policy, prohibits Insiders from entering into any hedging arrangements with respect to our securities. 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.

Margin Accounts and Pledging Transactions

Our insider trading policy provides that persons subject to the policy are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan, except for (1) those Company securities held in a margin account or otherwise pledged as collateral for a loan as of July 23, 2024 and (2) pledges of the Company’s securities as collateral for a loan (not including margin debt) when the person demonstrates to the Company the financial capacity to repay the loan without resorting to the pledged securities, with the prior approval of the Company.

Compensation Advisors

Benchmarking of Compensation

Since fiscal year 2013, the Compensation Committee has engaged Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to periodically provide compensation analysis and consulting services regarding the Company’s 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 2024 (the “2024 Review”) and in 2025 (the “2025 Review”), which included a benchmarking analysis using the same peer group in both years (the “Peer group”). The Peer group consists of 16 companies, all of which were publicly traded at the time of the reports. 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 60th and 58th percentile in 2024 and 2025, respectively) as well as other metrics such as market capitalization, EBITDA and total employee headcount. The 2024 Review was used by the Compensation Committee in making decisions with respect to executive pay for 2025, and the 2025 Review was used for the implementation of our new PSU program and our new executive Severance and Change in Control Agreements.

Peer Group

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