SEC Filing | Cal-Maine Foods

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calm-20261002_8K

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 2, 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 5.07.

Submission of

Matters to

a Vote of Security

Holders.

The Company’s

Annual

Meeting of

Stockholders

was held on

October 2, 202

6

(the “Annual

Meeting”).

Proposal

No. 1:

Election of Class

II 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

Max P. Bowman

19,168,441

12,506,159

5,689,306

Haley R.

Fisackerly

29,830,341

1,844,259

5,689,306

Letitia

C. Hughes

11,188,368

20,486,232

5,689,306

Proposal

No.

2:

Approval,

on

an

advisory

basis,

of

the

compensation

of

our

named

executive

officers.

The

Company’s

stockholders

approved

the proposal

by the

following vote:

Votes

For

Votes

Against

Abstentions

Non-Votes

29,983,376

1,594,133

97,091

5,689,306

Proposal

No.

3: Ratification

of Frost,

PLLC

as the

Company’s

independent

registered

public accounting

firm for

fiscal

year 2027.

The Company’s

stockholders

approved

the proposal

by the

following vote:

Votes

For

Votes

Against

Abstentions

Non-Votes

37,115,381

183,030

65,495

N/A

Item 9.01.

Financial

Statements

and Exhibits

(d)

Exhibits

Exhibit

Number

Description

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:

October 2,

2026

By:

/s/ Max

P. Bowman

Max P. Bowman

Director, Vice

President, and

Chief Financial

Officer