Cal-Maine Foods Inc 8-K, filed Sep 30, 2022
Cal-Maine Foods Inc (CALM)
8-K
2022-09-30
For: 2022-09-30
View Original
Added on
April 11, 2026
About this 8-K
Cal-Maine Foods Inc filed this 8-K on September 30, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Transition of Chief Executive Officer
On September 30, 2022, Cal-Maine Foods, Inc. (the “Company”) announced that Adolphus B. Baker, Chief Executive Officer
(“CEO”) and Chairman of the Board, will step down as the Company’s CEO effective immediately. Mr. Baker has served as the
Company’s CEO since 2010 and was elected Chairman of the Board in 2012. He will continue to serve as the Company’s
Chairman of the Board and as an executive officer of the Company.
On September 30, 2022, the Board of Directors named Sherman L. Miller President and Chief Executive Officer of the Company,
effective immediately. This transition is consistent with the Board’s succession planning process. Mr. Miller previously served as
the Company’s President and Chief Operations Officer and will remain interim Chief Operations Officer until a successor is
named.
Mr. Miller (age 48) has served as the Company’s President since 2018, as its Chief Operations Officer since 2011, and as a
member of the Board since 2012. Mr. Miller has devoted his professional career to the Company since joining in 1996, including
by serving in various positions of increasing responsibility in operations prior to his promotion to Company Vice President,
Operations, in 2007.
As an executive officer of the Company, Mr. Miller receives compensation, including base pay, bonuses, certain employee
benefits, and awards under the Company's long-term incentive plan. The details of his compensation for fiscal year 2022 are
disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on August 18, 2022. In
connection with Mr. Miller’s appointment as Chief Executive Officer, Mr. Miller is receiving a $50,000 increase in base salary.
Mr. Baker’s compensation has not been changed.
There are no arrangements or understandings between Mr. Miller and any other person pursuant to which Mr. Miller was selected
as an officer of the Company. Mr. Miller does not have any family relationship with any director or executive officer of the
Company. There are no related party transactions involving Mr. Miller and the Company that require disclosure under Item 404(a)
of Regulation S-K.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on September 30, 2022.
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
64,668,716
18,777,142
3,197,612
Max P. Bowman
79,816,511
3,629,347
3,197,612
Letitia C. Hughes
78,964,259
4,481,599
3,197,612
Sherman L. Miller
80,774,682
2,671,176
3,197,612
James E. Poole
79,151,289
4,294,569
3,197,612
Steve W. Sanders
80,888,032
2,557,826
3,197,612
Camille S. Young
81,012,333
2,433,525
3,197,612
Proposal No. 2: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for
the Company for fiscal 2023.
Votes For
Votes Against
Abstentions
Non-Votes
86,411,238
146,716
85,516
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:
September 30, 2022
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
-MORE-
Contacts:
Dolph Baker, Chairman
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. NAMES SHERMAN MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOLPH BAKER TO REMAIN CHAIRMAN OF THE BOARD OF DIRECTORS
RIDGELAND, Miss. (September 30, 2022)
—
that its Board of Directors has named Sherman L. Miller President and Chief Executive Officer of the
Company, effective immediately. He will succeed Dolph Baker as Chief Executive Officer. Mr. Baker will
retain his role as Chairman of the Company’s Board of Directors and as an executive officer of the
Company. and will remain actively involved in managing the Company, with a focus on strategy, capital
allocation, advising the senior management team and leading the Board. This transition is consistent with
the Board’s succession planning process.
during his 26-year tenure, most recently as President and Chief Operations Officer. He was elected
President in 2018, Chief Operations Officer in 2011 and Vice President of Operations in 2007. Prior to
this, he served in management positions at various processing plant locations including Chase, Kansas;
Delta, Utah; and Edwards, Mississippi. He became a member of the Cal-Maine Foods Board of Directors
in 2012. He will remain interim Chief Operations Officer until a successor is named. Miller is very active
in the egg industry and serves as a director of the U.S. Poultry and Egg Association and United Egg
Producers, and past director of the American Feed Industry Association. He graduated from Mississippi
State University with a bachelor’s degree in poultry science.
to Cal-Maine Foods and is extremely well qualified for this leadership position, having the right
complement of operational experience and strategic vision. He has been a proven leader in managing our
operations through the various market cycles that are characteristic of our industry. Under his leadership,
the Company has achieved tremendous growth, and he has the full confidence of the Board that he is the
right person to lead the Company forward. Sherman is well-respected within the Company, by our
customers and throughout our industry. I look forward to our continued strong working relationship as
we execute our growth strategy.”
Sherman Miller added, “I am proud and honored to assume this role with Cal-Maine Foods. Dolph
has been a tremendous leader and mentor, and we will continue to benefit from his valuable insight and
deep knowledge of the Company. He has established Cal-Maine Foods as a leader in our industry, and we
will continue to work together and build upon this proud legacy and history of success. Cal-Maine Foods
has a proven business model with a favorable product mix, a strong focus on efficient and sustainable
operations, and a solid base of valued customers. With the support of our capable and experienced
management team and an outstanding team of employees throughout our operations, I am excited about
the opportunities ahead for Cal-Maine Foods.”
Cal-Maine Foods Names Sherman Miller President and Chief Executive Officer
Page 2
September 30, 2022
-END-
About Cal-Maine Foods
Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing, marketing and
distribution of fresh shell eggs, including conventional, cage-free, organic, brown, free-range, pasture-
raised and nutritionally enhanced eggs. The Company, which is headquartered in Ridgeland, Mississippi,
is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its
shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the
United States.
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 in
the Company’s SEC filings (including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-
Q and Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg business
(including disease, pests, weather conditions and potential for recall), including but not limited to the
most recent outbreak of highly pathogenic avian influenza affecting poultry in the U.S., Canada and
other countries that was first detected in commercial flocks in the U.S. in February 2022, (iii) changes
in the demand for and market prices of shell eggs and feed costs, (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 future acquisition of new flocks or businesses and risks or changes that may cause conditions to
completing a pending acquisition not to be met, (vi) risks relating to the evolving COVID-19 pandemic,
including without limitation increased costs, rising inflation and interest rates, which generally have
been exacerbated by Russia’s invasion of Ukraine starting in February 2022, (vii) our ability to retain
existing customers, acquire new customers and grow our product mix and (viii) adverse results in
pending litigation matters. 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, the forward-looking statements included herein are only made 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 publicly update these forward-looking statements, whether as a
result of new information, future events or otherwise.