CALM 8-K
Cal-Maine Foods Inc (CALM)
8-K
2026-06-23
For: 2026-06-23
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Added on
June 23, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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.
On June 23, 2026, the board of directors (the “Board”) of Cal-Maine Foods, Inc. (the “Company”) increased the size of the Board
from eight to ten directors, designating the newly created directorships as Class II and Class III directorships, and appointed
Haley R. Fisackerly as an independent Class II director and Michael J. Highfield as an independent Class III director, to serve
until the Company’s 2026 and 2027 annual meeting of stockholders, respectively, and, in each case, until his successor is duly
elected and qualified. Mr. Fisackerly and Mr. Highfield will join the Board’s Compensation, Audit, and Nominating and Corporate
Governance Committees. The Board affirmatively determined that both Mr. Fisackerly and Mr. Highfield are independent within
the meaning of Nasdaq’s Listing Standards and meet 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.
Mr. Fisackerly and Mr. Highfield will be compensated for their services in accordance with the Company’s non -employee director
compensation program, which provides for an annual fee of $45,000 to each director. The fee is paid in quarterly installments , in
advance. Effective June 23, 2026, the Board’s Compensation Committee approved a grant of shares of restricted stock awards
(“RSAs”) with a target grant date value of $100,000 to each of Mr. Fisackerly and Mr. Highfield 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
12, 2029.
Item 7.01 Regulation FD Disclosure
On June 23, 2026 the Company issued a press release announcing the appointment of Mr. Fisackerly and Mr. Highfield as
independent directors. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
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 Exhibit 99.1 hereto, which is 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 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 in such filing or document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
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:
June 23, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
Press Release
Cal-Maine Foods Expands Board of Directors and Appoints Two Independent Directors
RIDGELAND, Miss., June 23, 2026—Cal-Maine Foods, Inc. (Nasdaq: CALM), the largest egg company
in the United States and a leading player in the egg-based food industry, today announced the appointment
of Haley R. Fisackerly and Michael J. Highfield as independent members of its Board of Directors, effective
June 23, 2026. Concurrently with these appointments, the Board was increased from eight to ten directors.
The appointment of Haley and Mike further strengthens the Board's collective expertise as the company
expands its business, pursues new opportunities, and executes its long-term strategic objectives.
“Haley and Mike are accomplished leaders whose experience, judgment, and strategic perspectives will be
tremendous assets to our Board and our shareholders,” said Dolph Baker, Board Chair of Cal-Maine Foods.
“As Cal-Maine continues its evolution into a more diversified egg-based food company, their expertise in
operations, infrastructure, economic development, finance, capital markets, and organizational leadership
will help support our continued momentum and long-term value creation.”
Haley R. Fisackerly
Mr. Fisackerly brings more than three decades of leadership experience in utility operations, regulatory
affairs, customer service, public policy, and economic development. Mr. Fisackerly currently serves as
President and Chief Executive Officer of Entergy Mississippi, LLC. Since assuming his current role in 2008,
he has led significant operational, infrastructure, and economic development initiatives. He currently serves
on the board of BankFirst Financial Services.
Michael J. Highfield, Ph.D., CFA, CTP, ChBP
Dr. Highfield brings more than two decades of experience in finance, banking, capital markets, governance,
and executive leadership. He currently serves as the Provost and Executive Vice President of Mississippi
Christian University, where he is responsible for academic strategy, institutional effectiveness, accreditation,
and long-term planning. He previously served as Professor of Finance and Head of the Department of
Finance and Economics at Mississippi State University and was recently named the next President and Chief
Academic Officer of the Graduate School of Banking at LSU. He is a Chartered Financial Analyst (CFA)
charterholder, Certified Treasury Professional (CTP), and Chartered Banking Professional (ChBP), with
expertise in financial institutions, corporate finance, risk management, and investment oversight.
Exhibit 99.1
Mr. Fisackerly and Dr. Highfield will join the Board’s Compensation, Audit and Nominating and Corporate
Governance Committees.
Following the appointment of Mr. Fisackerly and Dr. Highfield, the Board consists of ten directors, seven
of whom are independent.
About Cal-Maine Foods
Cal-Maine Foods, Inc. (NASDAQ: CALM) is the largest egg company in the United States and a leading
player in the egg-based food industry. With a strong national footprint, Cal-Maine Foods provides nutritious,
affordable, and sustainable protein to millions of households every day.
The company’s portfolio spans the full egg value ladder—from conventional to specialty, including cage-
free, organic, brown, free-range, pasture-raised, and nutritionally enhanced—serving both retail and
foodservice customers nationwide. Cal-Maine Foods also participates in the growing prepared foods sector,
with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard-cooked
eggs, pancakes, waffles, and specialty wraps. Its branded portfolio includes Eggland’s Best®, Land
O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Sunny Meadow®, MeadowCreek Foods®, Van’s
Foods®, and Crepini®.
Headquartered in Ridgeland, Mississippi, Cal-Maine’s strategy combines scale, operational excellence, and
financial discipline with a commitment to innovation and sustainability, to enable the company to deliver
trusted nutrition, enduring partnerships, and long-term value for its stakeholders.
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 the company’s SEC Filings (including its
Annual Report on Form 10-K, as updated in Part II Item 1A of the company’s quarterly reports on Form 10-
Q and Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg, egg products, and
prepared foods operations (including, as applicable, disease, pests, weather conditions, and potential for
product recall), including but not limited to the current outbreak of HPAI affecting poultry in the U.S.,
Canada and other countries that was first detected in commercial flocks in the U.S. in February 2022 and
that impacted our flocks in the third and fourth quarters of fiscal 2024 and again in March 2026, (iii) changes
in the demand for and market prices of shell eggs and feed costs as well as increase in input costs for
prepared foods, (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 recent or future acquisition of new flocks or businesses,
such as our acquisition of Echo Lake Foods completed June 2, 2025, and risks or changes that may cause
conditions to completing a pending acquisition not to be met, (vi) our ability to successfully integrate and
manage recently acquired businesses like Echo Lake Foods and realize the expected benefits of such
acquisitions, including synergies, cost savings, reduction in earnings volatility, margin expansion, financial
returns, expanded customer relationships, or sales or growth opportunities, (vii) our ability to compete
effectively with existing and new market entrants, retain existing customers, acquire new customers and
grow our product mix including our prepared foods product offerings, (viii) the impacts of government,
customer and consumer reactions to high market prices for eggs, including, without limitation, potential
new or expanded government regulations (ix) potential impacts to our business as a result of our Company
Exhibit 99.1
ceasing to be a “controlled company” under the rules of The Nasdaq Stock Market on April 14, 2025, (x)
risks relating to potential changes in inflation, interest rates and trade and tariff policies, (xi) adverse results
in pending litigation and other legal matters, and (xii) global instability, including as a result of geopolitical
conflicts and uncertainties. The company’s 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, forward-looking statements included herein are made only 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 update publicly these forward-looking statements, whether because of new information, future
events, or otherwise.
Contacts
Investors: [email protected]
Media: [email protected]
Telephone: (601) 948-6813
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