Form 8-K CAL-MAINE FOODS INC For: Mar 31
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CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 31, 2025, the board of directors (the “Board”) of Cal-Maine Foods, Inc. (the “Company”) appointed Dudley D. Wooley
as an independent Class III director, to serve until the Company’s 2027 annual meeting of stockholders and until his successor is
duly elected and qualified. Mr. Wooley will join the Board ’s Compensation, Audit, and Nominating and Corporate Governance
Committees. The Board affirmatively determined that Mr. Wooley 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.
Mr. Wooley will be compensated for his 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 March 31, 2026,
the Compensation Committee approved a grant of shares of restricted stock awards (“RSAs”) with a target grant date value of
$100,000 to Mr. Wooley 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 12, 2029.
Item 7.01 Regulation FD Disclosure
On April 1, 2026 the Company issued a press release announcing the appointment of Mr. Wooley as a Class III director. A copy
of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
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 Exhibit 99.1 hereto, which is 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 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 in such filing or document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
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:
April 1, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
ATTACHMENTS / EXHIBITS