calm8k20220930
0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2022-09-30 2022-09-30
 
 
 
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):
September 30, 2022
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
 
5.02
 
–
 
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.
 
The Company’s stockholders approved the proposal by the following
 
vote:
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)
—
 
Cal-Maine Foods,
 
Inc. (NASDAQ:
 
CALM)
 
today announced
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.
 
Sherman
 
Miller
 
joined
 
the
 
Company
 
in
 
1996
 
and
 
has
 
served
 
in
 
various
 
management
 
positions
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.
 
Commenting on the
 
appointment, Dolph Baker
 
stated, “Sherman has
 
dedicated his entire
 
career
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.