CALM 8-K
Cal-Maine Foods Inc (CALM)
8-K
2026-04-01
For: 2026-03-31
View Original
Added on
April 11, 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 March 31, 2025, the board of directors (the “Board”) of Cal-Maine Foods, Inc. (the “Company”) appointed Dudley D. Wooley
as an independent Class III director, to serve until the Company’s 2027 annual meeting of stockholders and until his successor is
duly elected and qualified. Mr. Wooley will join the Board ’s Compensation, Audit, and Nominating and Corporate Governance
Committees. The Board affirmatively determined that Mr. Wooley is independent within the meaning of Nasdaq’s Listing
Standards and meets 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. Wooley will be compensated for his services in accordance with the Company’s non-employee director compensation
program which provides for an annual fee of $45,000. The fee is paid in quarterly installments, in advance. On March 31, 2026,
the Compensation Committee approved a grant of shares of restricted stock awards (“RSAs”) with a target grant date value of
$100,000 to Mr. Wooley 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 April 1, 2026 the Company issued a press release announcing the appointment of Mr. Wooley as a Class III director. A copy
of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
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:
April 1, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
Press Release
Cal-Maine Foods Welcomes Dudley D. Wooley to Board of Directors
RIDGELAND, Miss., Apr. 1, 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 Dudley D. Wooley to its Board of Directors. Mr. Wooley brings
extensive leadership experience in risk management, business strategy, and governance, further
strengthening the Board’s depth of expertise as the Company continues executing its long-term
growth strategy.
Mr. Wooley currently serves as Chief Executive Officer of Ross & Yerger Insurance, Inc., a super-
regional, employee-owned independent insurance agency headquartered in Jackson, Mississippi.
With more than three decades at the firm, he has played a central role in shaping its growth,
leadership, and long-term strategic direction. He was promoted to CEO/COO in 2013 and has
served as CEO since 2025, with responsibility for overall leadership and performance of the
organization.
Prior to his current role, Mr. Wooley served as President and Chief Operating Officer, where he
led agency growth and profitability initiatives, developed the firm’s perpetuation strategy, and
supported its sales and management teams. Earlier in his career, he served as an Account
Executive and Vice President, overseeing commercial, personal, and group benefit accounts, with
a focus on nonprofit and healthcare clients.
In addition to his executive responsibilities, Mr. Wooley serves as a Trustee of the Jones Family
Trusts, helping oversee a diversified portfolio of assets across public equities, private equity, real
estate, oil and gas, and fixed income investments on behalf of approximately 170 beneficiaries.
“We are pleased to welcome Dudley to the Board,” said Dolph Baker, Board Chair of Cal-Maine
Foods. “His experience leading a growth-oriented organization and his expertise in risk
management and capital allocation align well with our strategic priorities. As we continue
progressing toward a higher-value, more consistent earnings model, his perspective will be
especially valuable in strengthening our ability to navigate evolving market dynamics, enhance
earnings visibility, and deliver durable, long-term growth.”
With his experience advising organizations on long-term risk, operational discipline, and strategic
expansion, Mr. Wooley is well positioned to support the Company’s continued evolution into a
more diversified platform with multiple growth drivers and improved long-term earnings visibility.
Mr. Wooley began his career with Andersen Consulting (now Accenture) and later worked at
Marketing Research Institute, where he developed experience in consulting, analytics, and client
advisory.
Exhibit 99.1
He holds a Master of Business Administration from Millsaps College and a Bachelor of Science in
Mathematics from Vanderbilt University. He is a Chartered Property Casualty Underwriter (CPCU),
Certified Risk Manager (CRM), Certified Insurance Counselor (CIC), and Accredited Adviser in
Insurance (AAI).
Mr. Wooley succeeds Jim Poole who recently passed away. The Company extends its
appreciation for Mr. Poole’s service and legacy.
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®, 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 our 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 November 2023 and that first impacted our flocks in December 2023, 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
Exhibit 99.1
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 and potential future impacts of government, customer and
consumer reactions to recent high market prices for eggs, (ix) potential impacts to our business
as a result of our Company 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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