Cal-Maine Foods Inc 8-K, filed Mar 11, 2021
Cal-Maine Foods Inc (CALM)
8-K
2021-03-11
For: 2021-03-11
View Original
Added on
April 11, 2026
About this 8-K
Cal-Maine Foods Inc filed this 8-K on March 11, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
On March 11, 2021, the board of directors (the “Board”) for Cal-Maine Foods, Inc. (the “Company”) increased the size of the
Board from six to seven directors and appointed Camille S. Young as an independent director with a term expiring at the next
annual meeting of stockholders. She will join the Audit, Compensation, Nominating and Long-Term Incentive Plan Committees.
The Board affirmatively determined that Ms. Young is “independent” and meets all applicable requirements to serve on each such
committees, including without limitation those under the Nasdaq Listing Standards and the rules and regulations under the
Securities Exchange Act of 1934, as amended.
Ms. Young’s appointment was not pursuant to any arrangement or understanding with any third party. As of the date of this report,
neither Ms. Young, nor any of her immediate family members, is a party, either directly or indirectly, to any transaction that would
be required to be reported pursuant to Item 404(a) of Regulation S-K.
Ms. Young will be compensated for her services in accordance with the Company’s non-employee director compensation
program, which provides for an annual fee of $45,000. The cash fee is paid in quarterly installments, in advance. In connection
with her appointment to the Board, Ms. Young also received an award of 2,300 shares of restricted stock, which will vest 100%
on the third anniversary of the date of grant.
Item 7.01 Regulation FD Disclosure
On March 11, 2021 the Company issued a press release announcing the appointment of Ms. Young. A copy of the Company’s
press release is attached hereto as Exhibit 99.1 to this Current Report.
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 are furnished herewith pursuant to and relate to this Item 7.01, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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
Exhibit 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 to this Form 8-K 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:
March 11, 2021
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
-END-
Contacts:
Dolph Baker, Chairman and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. NAMES CAMILLE YOUNG
TO COMPANY’S BOARD OF DIRECTORS
JACKSON, Miss. (March 11, 2021)
—
Young was appointed to the Company’s Board of Directors as an independent director, effective March 11, 2021.
She will join the Audit, Compensation, Nominating and Long-Term Incentive Plan Committees.
Ms. Young brings more than two decades of experience in the practice of state and federal government
affairs and expertise in diversity and inclusion practices to Cal-Maine Foods. She currently serves as Principal
and Director of Cornerstone Government Affairs, a full-service, bipartisan consulting firm specializing in federal
and state government relations, public affairs and strategic communications, and advisory services. In this
position, she has developed deep relationships with government officials, business leaders and community
influencers across the state of Mississippi. At Cornerstone, she also serves as the co-chair of the firm’s diversity
and inclusion working group. Prior to joining Cornerstone, she spent 10 years as a government affairs
representative with one of Mississippi’s leading law firms, Watkins Ludlam Winter & Stennis, P.A. She previously
worked for the Mississippi Farm Bureau Federation in several capacities, including communications specialist,
director of media relations and government relations specialist, and she also held a position with the United
States Department of Agriculture as an outreach and public affairs specialist.
Ms. Young is an active member of the Jackson, Mississippi, community and currently serves on the
inaugural Diversity and Inclusion Committee of the Madison County Business League and Foundation, and
previously served as a member of the Greater Jackson Chamber Partnership Board of Directors, the Junior
League of Jackson Sustainers, Alpha Kappa Alpha Sorority, Incorporated and the Mississippi 4-H Foundation.
She also served as President of the Mississippi State University National Alumni Association from 2012 to 2013.
Her numerous professional and civic awards include being named as one of Mississippi Business
Journal’s Top 50 Business Women, Top 40 Under 40, Woman of Distinction by the Girl Scout Council of Middle
Mississippi and Alumnus of the Year by the Central Mississippi Chapter of the Mississippi State University
Alumni Association. She also is a member of the Mississippi Power Company Board of Directors, the BankFirst
Board of Directors and the inaugural class of Top 50 Most Influential People in Mississippi.
Ms. Young has a Bachelor of Arts Degree and Master’s Degree from Mississippi State University, and
holds a Diversity and Inclusion certificate from Cornell University.
Commenting on the announcement, Dolph Baker, chairman and chief executive officer of Cal -Maine
Foods, Inc. said, “We are delighted to welcome Camille Young to our Board of Directors as our fourth
independent director and seventh member. Her long tenure as a consultant with Cornerstone and expertise in
diversity and inclusion activities will complement the work and experience of our other members. Additionally,
we will benefit from her strong relationships with Mississippi government and community leaders. Her impressive
history of public service and community leadership aligns well with our corporate culture. We are confident she
will make an immediate contribution to the work of the Cal-Maine Foods’ Board of Directors, and we look forward
to working together as we continue to execute our growth strategy.”
Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing and sale of fresh
shell eggs, including conventional, cage-free, organic and nutritionally enhanced eggs. The Company, which is
headquartered in Jackson, 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.