CAL-MAINE FOODS INC

Regulatory Filings • Aug 11, 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

Date of Report (Date of Earliest Event Reported):August 11, 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 5.02. 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.

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 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 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 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.

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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit NumberDescription Press Release issued by the Company on August 11, 2025 announcing the appointment of Melanie 99.1Boulden as a Class I director Press Release issued by the Company on August 11, 2025 announcing the appointment of Keira 99.2Lombardo as the Company's Chief Strategy Officer 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:August 11, 2025By:/s/ Max P. Bowman Max P. Bowman Director, Vice President, and Chief Financial Officer