Cal-Maine Foods Files 2024 Proxy Statement

Ticker: CALM · Form: DEF 14A · Filed: Aug 22, 2024 · CIK: 16160

Cal-Maine Foods Inc DEF 14A Filing Summary
FieldDetail
CompanyCal-Maine Foods Inc (CALM)
Form TypeDEF 14A
Filed DateAug 22, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$293 million, $3.1 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, shareholder-meeting

TL;DR

CMF's proxy statement is out - time to vote on directors & exec comp.

AI Summary

Cal-Maine Foods, Inc. filed its definitive proxy statement (DEF 14A) on August 22, 2024, for the fiscal year ending June 1, 2024. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders at the upcoming annual meeting. Key items likely include director elections and potential amendments to stock incentive plans.

Why It Matters

This filing provides shareholders with crucial information regarding the company's leadership, executive pay, and voting matters, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — A DEF 14A filing is a routine disclosure and does not inherently represent new financial risk.

Key Numbers

  • 0601 — Fiscal Year End (The proxy statement covers the fiscal year ending on this date.)

Key Players & Entities

  • Cal-Maine Foods, Inc. (company) — Registrant
  • 0001140361-24-038234 (filing_id) — Accession Number
  • 20240822 (date) — Filing Date
  • 20241004 (date) — Fiscal Year End

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, like the one from Cal-Maine Foods, Inc., is a definitive proxy statement filed with the SEC to provide shareholders with information they need to vote on important company matters at their annual meeting.

When was this specific DEF 14A filing made by Cal-Maine Foods?

Cal-Maine Foods, Inc. filed this definitive proxy statement on August 22, 2024.

What period does the Cal-Maine Foods DEF 14A filing pertain to?

The filing is for the fiscal year ending October 4, 2024, as indicated by the 'CONFORMED PERIOD OF REPORT'.

What is the company's primary business as suggested by its SIC code?

The Standard Industrial Classification (SIC) code provided is [0200] AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES, suggesting Cal-Maine Foods is involved in animal agriculture.

Where is Cal-Maine Foods, Inc. headquartered?

Cal-Maine Foods, Inc. is headquartered in Ridgeland, Mississippi, with its business and mailing addresses listed at 1052 Highland Colony Parkway, Suite 200.

Filing Stats: 4,813 words · 19 min read · ~16 pages · Grade level 11.1 · Accepted 2024-08-22 16:15:39

Key Financial Figures

  • $293 million — ential growth helped drive net sales of $293 million in fiscal 1997 to the Company's highest
  • $3.1 billion — 7 to the Company's highest net sales of $3.1 billion in fiscal 2023. He helped the Company a

Filing Documents

From the Filing

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 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Cal-Maine Foods, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11 Notice of Annual Meeting and Proxy Statement October 4, 2024 Table of Contents NOTICE OF ANNUAL MEETING 1 GENERAL MATTERS 2 VOTING SHARES 3 5 PROPOSAL NO. 1: ELECTION OF DIRECTORS 7 DIRECTOR NOMINEES 8 EXECUTIVE OFFICERS OF THE COMPANY 15 CORPORATE GOVERNANCE 15 Meetings and Attendance 15 Board Committees 15 Consideration of Director Nominees 16 Skills and Experience 17 Stockholder Communications 18 Strategy Oversight 18 Risk Oversight 18 Sustainability 19 Stock Ownership Guidelines 19 Board Independence and Impact of "Controlled Company" Status 19 Executive Sessions 20 Code of Ethics and Business Conduct 20 Board Leadership Structure 20 Related-Party Transactions 20 Delinquent Section 16(a) Reports 21 COMPENSATION DISCUSSION AND ANALYSIS 21 Compensation Philosophy and Process 21 Compensation Practices and Risks 22 Elements of Compensation 22 General Matters Regarding Executive Compensation 24 Compensation Advisors 25 Compensation Committee Report 26 Compensation Committee Interlocks and Insider Participation 26 COMPENSATION TABLES 27 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 31 PAY VERSUS PERFORMANCE 32 PAY-RATIO DISCLOSURE 34 DIRECTOR COMPENSATION 35 DIRECTOR COMPENSATION TABLE 35 REPORT OF THE AUDIT COMMITTEE 35 FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES 36 PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 37 PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD OFFICER EXCULPATION 37 STOCKHOLDER PROPOSALS 39 OTHER MATTERS 39 ANNEX A A-1 NOTICE OF ANNUAL MEETING October 4, 2024 TO THE STOCKHOLDERS: The Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the "Company") will be held at the corporate offices of Cal-Maine Foods, Inc. at 1052 Highland Colony Parkway, Suite 200, Ridgeland, Mississippi 39157, at 10:00 a.m., Central Time, on Friday, October 4, 2024, for the following purposes: 1. To elect seven directors to serve for the ensuing year; 2. To ratify the selection of Frost, PLLC, as our independent registered public accounting firm for fiscal year 2025; 3. To amend our certificate of incorporation to add officer exculpation; and 4. To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournments thereof. August 9, 2024 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 . FOR THE BOARD OF DIRECTORS MAX P. BOWMAN, SECRETARY Dated: August 22, 2024 1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 4, 2024. The proxy statement and the Company's 2024 annual report to stockholders are available at www.ProxyVote.com CAL-MAINE FOODS, INC. 1052 Highland Colony Parkway, Suite 200 Ridgeland, Mississippi 39157 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 4, 2024 The information set forth in this proxy statement is furnished by our Board of Directors in connection with the Annual Meeting of Stockholders of Cal-Maine Foods, Inc. (the "Company") to be held on October 4, 2024, 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. GENER

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