CAL-MAINE FOODS INC

Regulatory Filings • Oct 3, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):October 3, 2025

Cal-Maine Foods, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3869564-0500378 (State or other jurisdiction of(Commission File Number)(IRS Employer Identification No.)
incorporation)

1052 Highland Colony Pkwy,Suite 200,Ridgeland,MS39157 (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:

Trading Title of each classSymbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareCALMTheNASDAQGlobal 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 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on October 5, 2025 (the “Annual Meeting”).

Proposal No. 1: Election of Class I Directors.The following persons were nominated and elected to serve as members of the Board of Directors until our next annual meeting of stockholders and until their successors are elected and qualified.

Nominees for the Board of Directors of the Company:| Names | Votes For | Votes Withheld | Non-Votes |
| --- | --- | --- | --- |
| Sherman L. Miller | 34,460,547 | 2,563,385 | 5,124,908 |
| Camille S. Young | 15,357,286 | 21,666,646 | 5,124,908 |
| Melanie Boulden | 36,619,280 | 404,652 | 5,124,908 |

Proposal No. 2: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2026.The Company’s stockholders approved the proposal by the following vote:

Votes ForVotes AgainstAbstentionsNon-Votes 41,853,098211,59084,152N/A

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit NumberDescription 104Cover 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:October 3, 2025By:/s/ Max P. Bowman Max P. Bowman Director, Vice President, and Chief Financial Officer