8-K 1 a8k-votingresultsfy2020.htm 8-K

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): October 4, 2019

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware			000-04892			64-0500378
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

3320 W  Woodrow Wilson Ave

Jackson, MS 39209-3409

(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.☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on October 4, 2019.

Proposal No. 1: Election of 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
Adolphus B. Baker			71,841,658			14,424,213			3,208,667
Max P. Bowman			73,746,370			12,519,501			3,208,667
Letitia C. Hughes			80,032,439			6,233,432			3,208,667
Sherman L. Miller			74,410,120			11,855,751			3,208,667
James E. Poole			77,882,111			8,383,760			3,208,667
Steve W. Sanders			78,454,327			7,811,544			3,208,667

Proposal No. 2: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2020. The Company’s stockholders approved the proposal by the following vote:

Votes For			Votes Against			Abstentions			Non-Votes
89,302,451			148,461			23,626			0

No other matters were voted upon at the annual meeting.

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SIGNATURES

Pursuant to the requirements of 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 4, 2019			By:			/s/ Max P. Bowman
									Max P. Bowman Director, Vice President, and Chief Financial Officer

SIGNATURE PAGE TO FORM 8-K

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