Cal-Maine Foods Files 8-K on Executive Changes & Disclosures

TL;DR

CALM 8-K: Exec changes, director elections, and other disclosures filed today.

AI Summary

Cal-Maine Foods, Inc. filed an 8-K on August 11, 2025, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and governance, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: medium — Changes in executive officers and directors, along with compensatory arrangements, can signal shifts in company strategy or internal dynamics that may affect future performance.

Key Players & Entities

• Cal-Maine Foods, Inc. (company) — Registrant
• August 11, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — hange on which registered Common Stock, $0.01 par value per share CALM The NASDAQ
• $45,000 — ram which provides for an annual fee of $45,000. The fee is paid in quarterly installm

Filing Documents

• 20250811-8K.htm (8-K) — 35KB
• exhibit991.htm (EX-99.1) — 26KB
• exhibit991p1i0.jpg (GRAPHIC) — 9KB
• exhibit992.htm (EX-99.2) — 21KB
• exhibit992p1i0.jpg (GRAPHIC) — 9KB
• 0001562762-25-000210.txt ( ) — 225KB
• calm-20250408.xsd (EX-101.SCH) — 2KB
• calm-20250408_lab.xml (EX-101.LAB) — 15KB
• calm-20250408_pre.xml (EX-101.PRE) — 11KB
• 20250811-8K_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 11, 2025, the board of directors (the "Board") of Cal-Maine Foods, Inc. (the "Company") increased the size of the Board from seven to eight directors, designated the newly created directorship as a Class I directorship, and appointed Melanie Boulden as an independent Class I director, to serve until the Company's 2025 annual meeting of stockholders and until her successor is duly elected and qualified. Effective September 1, 2025, Ms. Boulden will join the Compensation, Audit, and Nominating and Corporate Governance Committees. The Board affirmatively determined that Ms. Boulden is independent within the meaning of Nasdaq's Listing Standards and meets all applicable requirements to serve on each such committee, including the requirements of Nasdaq and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the regulations pursuant thereto. Ms. Boulden will be compensated for her services in accordance with the Company's non-employee director compensation program which provides for an annual fee of $45,000. The fee is paid in quarterly installments, in advance. On August 11, 2025, Ms. Boulden received a grant of 938 restricted stock awards ("RSAs") under the Company's Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended. Such RSAs vest 100% on January 14, 2028.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 11, 2025 the Company issued a press release announcing the appointment of Ms. Boulden as a Class I director. A copy of the Company's press release is attached hereto as Exhibit 99.1 to this Current Report. On August 11, 2025, the Company issued a press release announcing the appointment of Keira Lombardo as the Company's first Chief Strategy Officer. A copy of the Company's press release is attached hereto as Exhibit 99.2 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information in this

01 of this

Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, which are furnished herewith pursuant to and relate to this

01, shall not

Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise be liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

01 Other Events

Item 8.01 Other Events On August 11, 2025, the Company appointed Keira Lombardo as the Company's first Chief Strategy Officer, an executive officer of the Company, effective immediately. Ms. Lombardo is a seasoned food and agriculture executive with over two decades of experience leading transformation and growth across complex, multi-stakeholder food systems.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release issued by the Company on August 11, 2025 announcing the appointment of Melanie Boulden as a Class I director 99.2 Press Release issued by the Company on August 11, 2025 announcing the appointment of Keira Lombardo as the Company's Chief Strategy Officer 104 Cover Page Interactive Data File, (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAL-MAINE FOODS, INC. Date: August 11, 2025 By: /s/ Max P. Bowman Max P. Bowman Director, Vice President, and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR