View:
Download DOC
Download PDF
Download XBRL
calm-20260623_8K
FALSE 0000016160 ☐ ☐ ☐ ☐ ☐ 0000016160 2026-06-28 2026-06-28
UNITED
STATES
SECURITIES AND
EXCHANGE
COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13
or 15(d)
of the Securities
Exchange
Act
Date of Report
(Date of Earliest
Event
Reported):
June 23, 2026
Cal-Maine Foods, Inc.
(Exact name
of registrant
as specified
in its charter)
Delaware
001-38695
64-0500378
(State or
other jurisdiction
of
incorporation)
(Commission
File Number)
(IRS Employer
Identification
No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of
principal
executive
offices (zip code))
601
-
948-6813
(Registrant’s telephone number, including area code)
Check
the appropriate
box below
if the Form 8-K filing
is intended
to simultaneously
satisfy the
filing
obligation
of the
registrant
under any
of the following
provisions
(see General Instruction
A.2 below):
☐
Written
communications
pursuant
to Rule 425 under the
Securities
Act (17 CFR 230.425)
☐
Soliciting
material pursuant
to Rule
14a-12
under the
Exchange
Act (17 CFR 240.14a
-12)
☐
Pre-commencement
communications
pursuant
to Rule
14d-2(b)
under the
Exchange
Act (17 CFR 240.14d
-2(b))
☐
Pre-commencement
communications
pursuant
to Rule
13e-4(c) under
the Exchange
Act (17 CFR 240.13e
-4(c))
Securities registered
pursuant
to Section
12(b)
of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
Global
Select Market
Indicate
by check
mark whether the
registrant
is an emerging
growth company
as defined
in Rule
405 of the
Securities
Act of
1933
(§230.405
of this chapter)
or Rule 12b
-2 of the Securities
Exchange
Act of 1934
(§240.12b
-2 of this chapter).
Emerging
growth company
☐
If an emerging
growth company,
indicate
by check
mark if the registrant
has elected
not to
use the extended
transition
period
for complying
with any
new or revised financial
accounting
standards
provided
pursuant
to Section
13(a) of the Exchange
Act.
☐
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
exhibit991
exhibit991p1i0
Exhibit
99.1
Press Release
Cal-Maine Foods Expands Board
of Directors and
Appoints Two Independent Directors
RIDGELAND,
Miss., June 23,
2026—Cal-Maine Foods,
Inc. (Nasdaq:
CALM), the
largest egg
company
in the United States and a leading player
in the egg-based food industry, today announced
the appointment
of Haley
R. Fisackerly and
Michael J.
Highfield as independent
members of its Board
of Directors, effective
June 23, 2026. Concurrently with these appointments, the Board was increased from eight to ten directors.
The appointment
of Haley
and Mike
further strengthens
the
Board's collective
expertise as
the
company
expands its
business, pursues
new opportunities,
and executes its
long-term
strategic
objectives.
“Haley and Mike are accomplished
leaders whose experience, judgment, and strategic perspectives will be
tremendous assets to our Board and
our shareholders,” said Dolph Baker, Board Chair of
Cal-Maine Foods.
“As Cal-Maine
continues
its evolution
into a
more diversified
egg-based food
company, their
expertise
in
operations,
infrastructure,
economic
development,
finance,
capital
markets,
and organizational
leadership
will help support
our continued
momentum
and long-term
value creation.”
Haley R. Fisackerly
Mr.
Fisackerly
brings
more
than
three
decades
of
leadership
experience
in
utility
operations,
regulatory
affairs,
customer
service,
public
policy,
and
economic
development.
Mr.
Fisackerly
currently
serves
as
President and
Chief Executive
Officer of Entergy
Mississippi, LLC. Since
assuming
his current role
in
2008,
he has led significant
operational, infrastructure,
and economic development
initiatives.
He currently serves
on the board of BankFirst Financial Services.
Michael J. Highfield, Ph.D., CFA,
CTP, ChBP
Dr. Highfield brings more than
two decades of experience in
finance, banking, capital markets, governance,
and executive
leadership. He
currently serves
as the
Provost and
Executive Vice President
of Mississippi
Christian University,
where he is
responsible for
academic strategy, institutional
effectiveness, accreditation,
and
long-term
planning.
He
previously
served
as
Professor
of
Finance
and
Head
of
the
Department
of
Finance and
Economics at
Mississippi State University
and was recently
named the next
President and Chief
Academic Officer of
the
Graduate School of
Banking at
LSU. He is
a Chartered
Financial Analyst (CFA)
charterholder,
Certified Treasury
Professional
(CTP),
and
Chartered
Banking
Professional
(ChBP),
with
expertise
in financial
institutions,
corporate
finance, risk
management,
and investment
oversight.
Exhibit
99.1
Mr. Fisackerly and Dr.
Highfield will join the Board’s Compensation,
Audit and Nominating and Corporate
Governance Committees.
Following the
appointment of Mr. Fisackerly
and Dr. Highfield,
the Board
consists of ten
directors, seven
of whom are independent.
About Cal-Maine Foods
Cal-Maine Foods,
Inc. (NASDAQ: CALM)
is the
largest egg
company in the
United States and a
leading
player in
the egg-based food
industry. With
a strong national
footprint, Cal-Maine Foods provides
nutritious,
affordable, and sustainable protein to millions of households every day.
The company’s
portfolio spans
the full egg
value ladder—from
conventional
to specialty, including
cage-
free,
organic,
brown,
free-range,
pasture-raised,
and
nutritionally
enhanced—serving
both
retail
and
foodservice customers nationwide. Cal-Maine Foods also
participates in the growing prepared foods
sector,
with
offerings
such
as
pre-cooked
egg patties,
omelets,
folded and
scrambled
egg
formats, hard-cooked
eggs,
pancakes,
waffles,
and
specialty
wraps.
Its
branded
portfolio
includes
Eggland’s
Best®,
Land
O’Lakes®,
Farmhouse
Eggs®,
4Grain®,
Sunups®,
Sunny
Meadow®,
MeadowCreek
Foods®,
Van’s
Foods®, and Crepini®.
Headquartered in Ridgeland,
Mississippi,
Cal-Maine’s
strategy combines
scale, operational
excellence, and
financial
discipline
with a
commitment
to innovation
and sustainability,
to enable
the company
to deliver
trusted
nutrition,
enduring partnerships,
and long-term
value for its
stakeholders.
Forward Looking Statements
Statements
contained in this
press release
that are not historical
facts are forward-looking
statements
as that
term is defined in
the Private Securities Litigation Reform
Act of 1995.
The forward-looking statements are
based
on
management’s
current
intent,
belief,
expectations,
estimates
and
projections
regarding
our
Company and
our
industry. These
statements
are not
guarantees of
future performance
and involve
risks,
uncertainties,
assumptions and other
factors that
are difficult
to predict
and may be beyond our control. The
factors
that
could
cause
actual
results
to
differ
materially
from
those
projected
in
the
forward-looking
statements
include,
among
others,
(i)
the
risk
factors
set
forth
the
company’s
SEC Filings
(including
its
Annual Report on Form 10-K,
as updated in Part II
Item 1A of
the company’s quarterly reports on Form
10-
Q and Current Reports on Form 8-K), (ii) the risks and
hazards inherent in the shell egg, egg products, and
prepared
foods
operations
(including,
as
applicable, disease,
pests,
weather
conditions,
and
potential
for
product
recall),
including
but
not
limited
to
the
current
outbreak
of
HPAI
affecting
poultry
in
the
U.S.,
Canada and
other countries
that was first
detected in commercial
flocks in
the
U.S. in February
2022 and
that impacted our flocks in the third and fourth quarters
of fiscal 2024 and again in
March 2026, (iii) changes
in
the
demand
for
and
market
prices
of
shell
eggs
and
feed
costs
as
well
as
increase
in
input
costs
for
prepared foods, (iv)
our ability
to predict and meet
demand for cage-free
and other specialty
eggs, (v) risks,
changes, or
obligations
that
could result
from
our recent
or future
acquisition
of new flocks
or businesses,
such as
our acquisition
of Echo Lake
Foods completed June
2, 2025, and
risks or
changes that
may cause
conditions
to completing
a pending
acquisition
not
to be met,
(vi) our
ability
to successfully
integrate
and
manage
recently
acquired
businesses
like
Echo
Lake
Foods
and
realize
the
expected
benefits
of
such
acquisitions, including synergies, cost savings, reduction in earnings volatility, margin expansion, financial
returns,
expanded
customer
relationships,
or
sales
or
growth
opportunities,
(vii)
our
ability
to
compete
effectively
with existing
and new
market
entrants,
retain
existing
customers,
acquire
new customers
and
grow our
product
mix including
our
prepared
foods
product offerings,
(viii)
the
impacts of
government,
customer
and
consumer reactions
to
high
market
prices for
eggs,
including,
without
limitation, potential
new or expanded government
regulations
(ix)
potential
impacts
to our business
as a result
of our Company
Exhibit
99.1
ceasing to
be a “controlled
company” under
the rules
of The Nasdaq
Stock Market
on April 14, 2025,
(x)
risks relating
to potential
changes in inflation,
interest
rates and trade and tariff
policies, (xi)
adverse results
in pending litigation
and other legal
matters,
and (xii) global
instability,
including as a result
of geopolitical
conflicts and
uncertainties. The
company’s SEC
filings may
be obtained
from the
SEC or the
company’s
website, www.calmainefoods.com.
Readers
are cautioned not
to place
undue reliance
on forward-looking
statements because, while
we believe the
assumptions on which
the forward-looking
statements are based
are reasonable, there
can be no
assurance that these
forward-looking statements
will prove to be
accurate.
Further, forward-looking
statements
included
herein are
made
only as of
the respective
dates thereof,
or if
no
date
is
stated,
as
of
the
date
hereof.
Except
as
otherwise
required
by law,
we
disclaim
any
intent
or
obligation to update publicly
these forward-looking statements, whether because
of new information,
future
events, or otherwise.
Contacts
Investors:
ir@cmfoods.com
Media: media@cmfoods.com
Telephone: (601) 948-6813
###