Cal-Maine Foods Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$CALM
Farming/Seeds/Milling
Consumer Staples
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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 June 23, 2026, the board of directors (the “Board”) of Cal-Maine Foods, Inc. (the “Company”) increased the size of the Board
from eight to ten directors, designating the newly created directorships as Class II and Class III directorships, and appointed
Haley R. Fisackerly as an independent Class II director and Michael J. Highfield as an independent Class III director, to serve
until the Company’s 2026 and 2027 annual meeting of stockholders, respectively, and, in each case, until his successor is duly
elected and qualified. Mr. Fisackerly and Mr. Highfield will join the Board’s Compensation, Audit, and Nominating and Corporate
Governance Committees. The Board affirmatively determined that both Mr. Fisackerly and Mr. Highfield are independent within
the meaning of Nasdaq’s Listing Standards and meet 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. Fisackerly and Mr. Highfield will be compensated for their services in accordance with the Company’s non -employee director
compensation program, which provides for an annual fee of $45,000 to each director. The fee is paid in quarterly installments , in
advance. Effective June 23, 2026, the Board’s Compensation Committee approved a grant of shares of restricted stock awards
(“RSAs”) with a target grant date value of $100,000 to each of Mr. Fisackerly and Mr. Highfield 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 June 23, 2026 the Company issued a press release announcing the appointment of Mr. Fisackerly and Mr. Highfield as
independent directors. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
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:
June 23, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer