Cal-Maine Foods Files 2025 Proxy Statement

Ticker: CALM · Form: DEF 14A · Filed: Aug 19, 2025 · CIK: 16160

Cal-Maine Foods Inc DEF 14A Filing Summary
FieldDetail
CompanyCal-Maine Foods Inc (CALM)
Form TypeDEF 14A
Filed DateAug 19, 2025
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$293 million, $3.1 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

Related Tickers: CALM

TL;DR

Cal-Maine Foods (CALM) filed its proxy statement for the 2025 annual meeting. Shareholders vote on exec pay, board members.

AI Summary

Cal-Maine Foods, Inc. filed its definitive proxy statement (DEF 14A) on August 19, 2025, for the fiscal year ending October 3, 2025. The filing concerns the company's annual meeting and related corporate governance matters. Cal-Maine Foods, Inc. is a major producer of shell eggs.

Why It Matters

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

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not contain new material financial events or strategic shifts.

Key Numbers

  • 2025 — Fiscal Year End (The proxy statement covers the company's performance and governance up to this fiscal year.)

Key Players & Entities

  • Cal-Maine Foods, Inc. (company) — Registrant
  • 0001140361-25-031894 (filing_id) — Accession Number
  • 20250819 (date) — Filing Date
  • 20251003 (date) — Fiscal Year End

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or definitive proxy statement, is used by companies to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation, typically before an annual meeting.

When is Cal-Maine Foods' fiscal year end?

Cal-Maine Foods' fiscal year ends on May 31st, as indicated by the filing's 'FISCAL YEAR END: 0531' detail, though the reporting period for this proxy statement concludes on October 3, 2025.

What is the filing date of this proxy statement?

This definitive proxy statement was filed with the SEC on August 19, 2025.

What is the company's Standard Industrial Classification (SIC) code?

Cal-Maine Foods, Inc. is classified under SIC code 0200, which pertains to AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES.

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: 4,735 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2025-08-19 16:06:29

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 3, 2025 Table of Contents NOTICE OF ANNUAL MEETING 1 GENERAL MATTERS 2 VOTING SHARES 3 5 PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS 7 DIRECTORS AND DIRECTOR NOMINEES 8 EXECUTIVE OFFICERS OF THE COMPANY 16 CORPORATE GOVERNANCE 16 Meetings and Attendance 16 Board Committees 16 Director Nomination Process and Consideration of Director Nominees 18 Skills and Experience 19 Stockholder Communications 20 Strategy Oversight 20 Risk Oversight 20 Sustainability 20 Stock Ownership Guidelines 20 Board Independence 21 Code of Ethics and Business Conduct 21 Insider Trading Policy 21 Board Leadership Structure 21 Related-Party Transactions 22 Delinquent Section 16(a) Reports 24 COMPENSATION DISCUSSION AND ANALYSIS 24 Executive Summary 24 Compensation Philosophy and Process 26 Compensation Practices and Risks 26 Elements of Compensation 26 General Matters Regarding Executive Compensation 28 Compensation Advisors 29 Compensation Committee Report 30 Compensation Committee Interlocks and Insider Participation 30 COMPENSATION TABLES 31 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 35 PAY VERSUS PERFORMANCE 37 PAY-RATIO DISCLOSURE 40 DIRECTOR COMPENSATION 41 DIRECTOR COMPENSATION TABLE 41 REPORT OF THE AUDIT COMMITTEE 41 FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES 42 PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 43 STOCKHOLDER PROPOSALS 43 OTHER MATTERS 43 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: 1. To elect three Class I directors to serve for a term expiring at the Company's 2028 annual meeting of stockholders; 2. To ratify the selection of Frost, PLLC as our independent registered public accounting firm for fiscal year 2026; and 3. To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournments thereof. 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 . FOR THE BOARD OF DIRECTORS MAX P. BOWMAN, SECRETARY Dated: August 19, 2025 1 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 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 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 ("S

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