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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):
February 25, 2025
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 1.01
 
Entry into a Material Definitive Agreement.
Background
Cal-Maine Foods, Inc. (“Cal-Maine Foods,” the “Company,” “we,” “us” or “our”)
 
has been controlled by members of the family
of our
 
founder, Fred
 
R. Adams, Jr.,
 
since its
 
founding and
 
since it
 
became a
 
public company.
 
In connection
 
with Mr. Adams’
estate planning
 
in 2018,
 
Mr. Adams’ four daughters
 
and Adolphus B.
 
Baker, Chair
 
of the
 
Company’s Board
 
of Directors
 
(the
“Board”) and
 
Mr. Adams’ son-in-law
 
(the “Members”)
 
(and/or their
 
respective predecessors-in-interest),
 
took certain
 
actions,
including forming
 
DLNL, LLC,
 
a Delaware
 
limited liability
 
company (“Daughters’ LLC” and
 
together with
 
the Members,
 
the
“Stockholder Parties”),
 
to enable
 
Mr. Adams’ family to
 
continue to
 
own and
 
retain shares
 
of the
 
Company’s Class A common
stock, $0.01 par
 
value per share
 
(the “Class A Shares”), and common
 
stock, $0.01 par
 
value per share
 
(the “Common Shares”)
sufficient
 
to
 
maintain
 
majority
 
voting
 
control
 
of
 
the
 
Company
 
after
 
his
 
death
 
and
 
to
 
provide
 
for
 
the
 
long-term,
 
stable
 
and
consistent ownership and governance of the Company.
 
Mr. Adams passed away on March 29, 2020.
Daughters’
 
LLC holds 4,800,000 Class
 
A Shares,
 
representing 100% of the
 
outstanding Class A
 
Shares.
 
The Class
 
A Shares
 
have
ten votes per
 
share and are
 
convertible on a
 
share-for-share basis into
 
Common Shares, which
 
have one vote
 
per share.
 
Generally,
the Class A
 
Shares automatically convert to Common Shares upon transfer to persons not related to the family.
The outstanding Class
 
A Shares
 
currently represent approximately
 
52.0% of the Company’s
 
total voting power.
 
In addition to the
Class A Shares, Daughters’ LLC
 
also holds
 
1,087,956 Common Shares,
 
bringing the
 
total voting
 
power of
 
the shares
 
held by
Daughters’ LLC to approximately
 
53.2%.
The Members have
 
informed the Board
 
that they are
 
potentially interested in
 
diversifying their respective
 
financial portfolios (the
“Potential Portfolio Diversification”), including through
 
the potential sale of
 
all or a portion
 
of the Common Shares
 
underlying
the Class
 
A Shares
 
held by Daughters’
 
LLC, as most
 
of them have
 
become more focused
 
on their individual
 
estate planning efforts
and philanthropic
 
endeavors.
 
The Potential
 
Portfolio Diversification
 
could result
 
in Daughters’ LLC
 
ceasing to
 
have majority
voting control of the Company, which in turn would result in the Company ceasing
 
to be a “controlled company” pursuant to the
rules of The Nasdaq Stock Market. The Members indicated that they were willing to work with the Company towards achieving
a smooth
 
transition. Before
 
giving effect
 
to any
 
potential sales,
 
if Daughters’
 
LLC were
 
to convert
 
its Class A
 
Shares into
 
Common
Shares, Daughters’ LLC’s total voting
 
power would decline
 
from 53.2% to
 
12.0% of the
 
voting power of
 
the Company’s then-
outstanding Common Shares. The Class A Conversion would have no impact
 
on the Daughters’ LLC’s economic interest in the
Company, which would remain at 12.0%.
As noted above, Mr. Baker has an interest in the Potential Portfolio Diversification
 
and, as a director, has an interest in certain of
the potential
 
actions by
 
the Company to
 
address the Potential
 
Portfolio Diversification.
 
Because Mr. Baker’s interests
 
may be
different
 
from
 
the
 
interests
 
of
 
the
 
stockholders
 
generally,
 
the
 
Board
 
authorized
 
a
 
special
 
committee,
 
consisting
 
solely
 
of
disinterested
 
independent directors
 
(the “Special
 
Committee”), to
 
consider what
 
corporate actions,
 
if
 
any, should
 
be
 
taken to
address the impact of the Potential Portfolio Diversification on the Company and its stockholders.
The Special Committee, among other things,
 
considered and determined that it was
 
in the best interests of
 
the Company and its
stockholders for the Company
 
to facilitate the Members’
 
sale of their Common
 
Shares, including the Common
 
Shares underlying
their Class A Shares, and manage the
 
loss of controlled company
 
status, in each
 
case, in an orderly
 
manner in compliance with
legal requirements.
On February 24, 2025,
 
the Special Committee
 
unanimously recommended to
 
the Board, and,
 
on February 25,
 
2025, the
 
Board
approved the
 
Agreement Regarding Conversion
 
(the “Conversion
 
Agreement”), by and among
 
the Company and the
 
Stockholder
Parties, including the documents contemplated
 
by that agreement, which include:
 
(i) the Third
 
Amended and Restated Certificate
of Incorporation of the Company (“Restated Charter”),
 
to become effective upon filing with the
 
Delaware Secretary of State (the
“Restated
 
Charter
 
Effective
 
Date”),
 
(ii) the Amended
 
and
 
Restated
 
Bylaws of
 
the
 
Company
 
(“Restated
 
Bylaws”), to
 
become
effective
 
on
 
the Restated
 
Charter
 
Effective Date,
 
and
 
(iii) an
 
amendment and
 
restatement of
 
the
 
Daughters’ LLC’s
 
operating
agreement
 
to
 
permit
 
Daughters’ LLC
 
to
 
take
 
the
 
actions
 
provided
 
for
 
in
 
the
 
Conversion Agreement
 
(the
 
“Daughters’ LLC
Amendment”).
 
The Conversion
 
Agreement, including
 
the documents
 
contemplated by
 
that agreement,
 
are referred
 
to collectively
as the
 
“Transactions.”
 
At the
 
meeting at
 
which the
 
Board approved
 
the Conversion Agreement,
 
the Board
 
also unanimously
approved and declared advisable the Restated Charter, and directed that it be submitted for stockholder approval by the majority
written consent of stockholders.
Thereafter, on February 25, 2025, the Conversion Agreement was
 
executed and delivered by
 
the Company and the
 
Stockholder
Parties, and Daughters’ LLC executed and delivered the majority written consent in lieu of a meeting of stockholders approving
the Restated Charter (the
 
“Majority Written Consent”)
 
in accordance with Section 228
 
of the Delaware General
 
Corporation Law
(the “DGCL”).
 
 
 
 
 
As requested by the
 
Board, Mr. Baker
 
plans to continue to
 
serve as Board
 
Chair at least until
 
the Company’s 2027 annual
 
meeting
of stockholders.
Contemporaneously with
 
the filing
 
of this
 
Current Report
 
on Form
 
8-K, the
 
Company is
 
also filing
 
a preliminary
 
Information
Statement with the U.S. Securities and Exchange Commission (“SEC”) regarding the Restated Charter and related matters.
 
The
Restated Charter will become effective upon filing with the Secretary
 
of State of the State of Delaware (the “Delaware Secretary
of State”),
 
which the
 
Company expects
 
to occur
 
on or
 
promptly after
 
the 20th
 
calendar day
 
following the
 
distribution of
 
the
definitive Information Statement to stockholders.
Because the Restated Charter
 
has been approved by
 
the Board and by
 
the stockholder vote required
 
by law, the Company
 
will not
be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter.
Agreement Regarding Conversion
The Conversion Agreement provides for the following:
The approval by the Board, and approval by
 
Daughters’ LLC
 
by majority written consent, of the Restated Charter,
 
to be
effective upon the Restated Charter Effective Date;
The approval
 
by the
 
Board of
 
the Restated
 
Bylaws, which
 
include provisions
 
that align
 
with the
 
Restated Charter,
 
to
become effective on the Restated Charter Effective Date;
The agreement by the Stockholder Parties not to convert any Class A Shares into Common Shares prior to the Restated
Charter Effective Date;
The agreement by the Stockholder Parties that if
 
Daughters’ LLC converts any Class A
 
Shares into Common Shares, it
will simultaneously convert all (but not less than all) Class
 
A Shares into Common Shares (the “Class A
 
Conversion”);
After
 
the
 
effective
 
date
 
of
 
the
 
Class A
 
Conversion
 
(the
 
“Class A
 
Conversion
 
Date”),
 
and
 
ending
 
on
 
the
 
12-month
anniversary of
 
the Class
 
A
 
Conversion Date
 
(or, if
 
earlier, December 31, 2026),
 
certain registration
 
rights of
 
the Members
to offer or sell Common Shares in a registered offering under the Securities
 
Act; and
The adoption by the
 
Stockholder Parties of an
 
amended and restated limited
 
liability company operating agreement of
Daughters’ LLC, which provides for
 
certain changes to
 
permit Daughters’ LLC to take
 
the actions provided
 
for in the
Conversion Agreement.
The Conversion Agreement
 
also provides
 
that, prior
 
to the
 
expiration of
 
the registration
 
rights, each
 
Stockholder Party
 
agrees
(i) to cause all
 
Common Shares and
 
Class A Shares held by such
 
Stockholder Party (or
 
over which such
 
Stockholder Party has
voting discretion or
 
control as of
 
the applicable record
 
date) to be
 
present either in
 
person or by
 
proxy for quorum
 
purposes at
any stockholders’ meeting at which
 
directors of the
 
Company are elected,
 
and (ii) to vote,
 
or cause to
 
be voted, such
 
Common
Shares and Class A Shares held by it (or over which such Stockholder Party has voting discretion or control) in favor of not less
than three independent directors.
The Transactions do not
 
require any Stockholder
 
Party to convert
 
Class A Common Shares into Common
 
Shares or to
 
sell any
Common Shares.
 
As noted above, the registration rights provided to the Members pursuant to the Conversion
 
Agreement expire
on the 12-month anniversary of the Class A
 
Conversion Date (or, if earlier, December 31, 2026).
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the
Conversion Agreement, a copy of which is filed herewith
 
as Exhibit 99.1.
Item 1.02
 
Termination of a Material Definitive Agreement.
Pursuant
 
to the
 
Conversion Agreement,
 
that certain
 
Agreement Regarding
 
Common Stock,
 
dated as
 
of
 
July 20, 2018,
 
by
 
and
among the Company and
 
the Members, among others,
 
which is filed as
 
Exhibit 10.1 to the Company’s
 
annual report on Form 10-
K
 
for
 
the
 
fiscal
 
year
 
ended
 
June 1, 2024,
 
terminated
 
on
 
February 25, 2025,
 
upon
 
execution
 
and
 
delivery
 
of
 
the
 
Conversion
Agreement.
Item 5.01 Changes in Control of Registrant.
(a)
The Company has not experienced a change of control.
 
 
 
 
(b)
As
 
described
 
in
 
Item 1.01,
 
if
 
the
 
Class A Conversion
 
occurs,
 
Daughters’ LLC
 
will
 
no
 
longer
 
control
 
a
 
majority
 
of
 
the
Company’s total voting power, and the
 
Company would no longer be a
 
“controlled company” under the rules
 
of The Nasdaq
Stock Market.
 
As described in
 
Item 1.01, the Conversion Agreement does
 
not require Daughters’ LLC to
 
convert its Class A Shares
 
or to sell
any shares of
 
the Company.
 
Therefore, there can be
 
no assurance that the
 
Class A Conversion will occur or,
 
if so, when it
 
will
occur. However, even if the
 
Class A Conversion occurs, it would represent a dissipation of control, not a
 
“change of control” in
the traditional sense because no other third party would be acquiring control. For example, the Class
 
A Conversion would not be
considered a “change of control” for purposes of the Company’s incentive plan or outstanding equity grants.
The
 
description
 
of
 
the
 
Conversion Agreement
 
and
 
the
 
documents
 
contemplated
 
by
 
that
 
agreement
 
set
 
forth
 
in
 
Item 1.01
 
is
incorporated by reference into this Item 5.01.
Item 5.03 Amendments to
 
Articles of Incorporation or Bylaws; Change in Fiscal Year.
Third Amended and Restated Certificate of Incorporation
As described in
 
Item 1.01, the
 
Restated Charter will
 
become effective upon
 
filing with the
 
Delaware Secretary of
 
State, which
the Company expects to occur on or promptly after the 20th calendar day following the distribution
 
of the definitive Information
Statement to
 
stockholders. The Restated
 
Charter provides for
 
the following
 
changes, among others,
 
to the
 
Company’s existing
Second Amended and Restated Certificate of Incorporation,
 
as amended (the “Current Charter”):
Authorization of Undesignated Preferred Stock
Under the Restated
 
Charter, the Board
 
will have the
 
authority, without further
 
action by the
 
stockholders, to authorize
 
the issuance
by the Company of up to 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), in one or more
series and to fix the rights, preferences,
 
privileges
 
and restrictions granted to or imposed
 
upon the Preferred Stock.
 
Any or all of
these rights may be greater than the rights of our Common Shares or Class
 
A Shares. Under the Current Charter, the Company
 
is
not authorized to issue preferred stock.
Classified Board
The Restated Charter
 
provides for classification
 
of the Board,
 
pursuant to which
 
directors will be
 
divided into three
 
classes, as
nearly equal
 
in number
 
as possible.
 
The directors
 
in Class I
 
will each
 
have a
 
term expiring
 
at the
 
first annual
 
meeting of
 
the
stockholders following the effectiveness of
 
the Restated Charter.
 
The directors in Class II will
 
each have a term expiring
 
at the
second annual
 
meeting of
 
the stockholders
 
following the
 
effectiveness of
 
the Restated
 
Charter.
 
The directors
 
in Class III
 
will
each have a term expiring at the third annual meeting of stockholders following the effectiveness of the Restated Charter.
At each annual
 
meeting of stockholders
 
of the Company
 
beginning with the
 
first annual meeting
 
of stockholders following
 
the
effectiveness of the Restated Charter,
 
subject to any rights of
 
the holders of shares of
 
any class or series of
 
Preferred Stock, the
successors of
 
the directors
 
whose term
 
expires at
 
that meeting
 
shall be
 
elected to
 
hold office
 
for a
 
term expiring
 
at the
 
annual
meeting of stockholders held
 
in the third year
 
following the year of
 
their election and will
 
hold office until
 
their successors are
duly elected and
 
qualified, subject to
 
such director’s earlier
 
death, resignation or
 
removal.
 
In the case
 
of any increase
 
or decrease,
from time to time,
 
in the number of
 
directors of the Company,
 
the number of directors
 
in each class shall
 
be apportioned as nearly
equal as possible.
 
No decrease in the number of directors shall shorten the term of any incumbent director.
Upon the effective date of the Restated Charter, the Board will be classified into three classes, and it is expected
 
that the current
directors will be apportioned into the three classes as provided below:
Class
Directors
Class I
(terms expiring at the 2025 Annual Meeting)
Sherman L. Miller and Camille S.
 
Young
Class II
(terms expiring at the 2026 Annual Meeting)
Max P. Bowman and Letitia C. Hughes
Class III
(terms expiring at the 2027 Annual Meeting)
Adolphus B.
 
Baker, Steve W.
 
Sanders and James E.
 
Poole
Pursuant to the Current
 
Charter, the Board is not
 
classified, and directors are elected
 
at each annual meeting to
 
serve for a term
of one year and until their successors are duly elected and qualified.
 
No Cumulative Voting in Director Elections
Under the Restated Charter, cumulative voting in director elections will not be permitted. Cumulative voting,
 
which is permitted
by the
 
Current Charter,
 
is a
 
process for
 
electing directors
 
that permits
 
each stockholder
 
to cast
 
a number
 
of votes
 
equal to
 
the
number of
 
Board seats
 
up for
 
election, multiplied
 
by the
 
number of
 
votes attributable
 
to the
 
Company Shares
 
the stockholder
owns. Those votes can then be allocated by the stockholder disproportionately to one or more candidates.
Removal of Directors by Stockholders Only for Cause
Under the
 
Restated Charter,
 
subject to
 
the rights
 
of holders
 
of any
 
series of
 
Preferred Stock
 
with respect
 
to the
 
election of
 
directors,
a director may be removed
 
from office by the stockholders
 
of the Company only for
 
cause and only by the
 
affirmative vote of the
holders of at least a majority
 
of the voting power of
 
all then outstanding shares of capital stock
 
of the Company entitled to vote
generally in the election of directors, voting together as a single class. The DGCL permits corporations with classified boards to
include this
 
provision in
 
their charters.
 
The Current
 
Charter and
 
the Company’s
 
existing Amended
 
and Restated
 
Bylaws (the
“Current Bylaws”)
 
are silent
 
with regard
 
to the
 
removal of
 
directors, and
 
therefore, pursuant
 
to the
 
DGCL, directors
 
may be
removed, with or without cause, by the holders of a majority of the voting power.
Vacancies and Newly Created Directorships
The Restated Charter provides that, subject
 
to the rights of holders of any
 
series of Preferred Stock with respect
 
to the election of
directors, vacancies
 
occurring on
 
the Board
 
for any
 
reason and
 
newly created
 
directorships resulting
 
from an
 
increase in
 
the
number of directors
 
may be filled
 
only by vote
 
of a majority
 
of the remaining
 
members of the
 
Board, although less
 
than a quorum,
or by a sole remaining director, at any meeting of the Board and
 
not by the stockholders.
 
A person so elected by the
 
Board to fill
a vacancy or newly
 
created directorship shall hold
 
office until the next
 
election of the class
 
for which such person
 
shall have been
assigned by the Board and until such person’s successor shall be duly elected and qualified or until such director’s
 
earlier death,
resignation or removal.
 
The Current Bylaws
 
contain a similar
 
provision, but do
 
not restrict the
 
power to fill
 
vacancies to the
 
Board
and do not address vacancies occurring in a class of directors, as under the Current Charter the Board is not classified.
Amendments to Charter
Pursuant to
 
the Restated
 
Charter, any
 
amendment to
 
the Restated
 
Charter will
 
require the
 
affirmative vote
 
of the
 
holders of
 
at
least 66
2
/
3
% of the voting
 
power of all then outstanding
 
shares of capital stock of
 
the Company entitled to vote
 
generally in the
election of directors, voting together as a single class.
 
In addition, so long as any Class A Shares are outstanding, the Company
may not, without first obtaining the approval by vote or written consent in the manner provided by law of the holders of not less
than
 
66
2
/
3
%
 
of
 
the
 
total
 
number
 
of
 
Class A Shares
 
outstanding,
 
voting
 
separately
 
as
 
a
 
class,
 
(i) alter
 
or
 
change
 
the
 
rights
 
or
privileges of
 
Class A Shares, (ii) amend any
 
provision of the
 
section of the
 
Restated Charter designating
 
the special rights
 
and
privileges
 
of
 
the
 
Class
 
A
 
Shares
 
affecting
 
the
 
Class
 
A
 
Shares
 
or
 
(3) effect
 
any
 
re-classification
 
or
 
re-capitalization
 
of
 
the
Company’s outstanding capital stock.
The
 
Current
 
Charter
 
contains
 
the
 
same
 
provisions
 
with
 
respect
 
to
 
the
 
special
 
voting
 
rights
 
of
 
the
 
Class A
 
Shares
 
described
immediately above. The Current Charter is otherwise silent with respect to
 
amendments; therefore, under the DGCL, except for
such special voting rights of the Class A
 
Shares, or as may otherwise be required by law, the Current Charter can be amended by
the approval of a
 
majority in voting interest
 
of the Common Shares
 
and Class A Shares issued and outstanding, voting together
as a group.
Amendments to Bylaws
Under the Restated Charter,
 
the bylaws of the
 
Company then in effect
 
may be amended by
 
the Board or the
 
affirmative vote of
the holders of at least 66
2
/
3
% of the voting power of all then outstanding
 
shares of capital stock of the Company entitled to vote
generally in the election of directors, voting together as a single class.
The Current Charter provides that the Board is authorized to amend the Company’s
 
bylaws, and the Current Bylaws provide that
they may be amended by the
 
Board or by the stockholders by
 
the vote of the holders of
 
a majority in voting interest of
 
the capital
stock having voting power present in person or represented by proxy.
Stockholder Action by Written Consent
The Restated Charter specifically denies the
 
ability of stockholders to act by
 
written consent. The Current Charter is silent
 
with
respect to
 
the ability
 
of
 
stockholders to
 
act by
 
written consent;
 
therefore, under
 
the DGCL,
 
stockholder action
 
may be
 
taken
without a meeting, without prior notice
 
and without a vote, if a consent
 
or consents, setting forth the action so
 
taken, is signed by
the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted.
Special Meetings of Stockholders
The Restated
 
Charter provides
 
that special
 
stockholder meetings
 
may be
 
called at
 
any time
 
only by
 
the Board
 
Chair or
 
by the
Board.
 
The ability of stockholders to call special stockholder meetings is specifically denied. The Current Charter is silent with
respect to calling special stockholder meetings, and the Current Bylaws provide that special stockholder meetings may be called
by the Board
 
Chair, chief executive
 
officer, president, a
 
majority of the
 
Board, or by
 
stockholders owning a
 
majority in voting
interest of the entire capital stock of the Company issued and outstanding and entitled to vote.
Indemnification
Under the Restated Charter, the
 
Company will indemnify its directors
 
and officers to the fullest
 
extent authorized or permitted by
the DGCL,
 
as now
 
or hereafter
 
in effect.
 
A director’s
 
right to
 
indemnification will
 
include the
 
right to
 
be paid
 
the expenses
incurred in
 
defending or
 
otherwise participating
 
in any
 
proceeding in
 
advance of
 
its final
 
disposition, but
 
only if
 
that director
presents to the
 
Company a written
 
undertaking to repay
 
that amount if
 
it shall ultimately
 
be determined that
 
the director is
 
not
entitled to be indemnified.
 
Insurance
Pursuant to the Restated Charter, the Company may purchase and maintain insurance on behalf of any
 
current or former director
or officer against any liability asserted against that person to the fullest extent authorized or permitted by the DGCL.
Forum Selection
The Restated Charter provides that,
 
unless a majority of the
 
Board, acting on behalf of
 
the Company, consents in writing
 
to the
selection of
 
an alternative
 
forum, the
 
Court of
 
Chancery of
 
the State
 
of Delaware
 
(or, if
 
the Court
 
of Chancery
 
does not
 
have
jurisdiction, another state court located within the State of
 
Delaware or, if no state court located within the State of Delaware
 
has
jurisdiction, the
 
federal district
 
court for
 
the District
 
of Delaware),
 
will be
 
the sole
 
and exclusive
 
forum for
 
(i) any derivative
action or
 
proceeding brought
 
on behalf
 
of the
 
Company under
 
Delaware law,
 
(ii) any action
 
asserting a
 
claim of
 
breach of
 
a
fiduciary
 
duty
 
owed
 
by
 
any
 
current
 
or
 
former
 
director,
 
officer
 
or
 
other
 
employee
 
of
 
the
 
Company
 
to
 
the
 
Company
 
or
 
the
Company’s stockholders,
 
(iii) any action
 
asserting a
 
claim against
 
the Company
 
or any
 
of its directors,
 
officers or other
 
employees
arising pursuant to
 
any provision of
 
the DGCL, the
 
Company’s certificate of
 
incorporation or bylaws
 
(in each
 
case, as may
 
be
amended
 
from
 
time
 
to
 
time),
 
(iv) any
 
action
 
asserting
 
a
 
claim
 
against
 
the
 
Company
 
or
 
any
 
of
 
its
 
directors,
 
officers
 
or
 
other
employees
 
governed
 
by
 
the
 
internal
 
affairs
 
doctrine
 
of
 
the
 
State
 
of
 
Delaware
 
or
 
(v) any
 
other
 
action
 
asserting
 
an
 
“internal
corporate claim,” as defined in Section 115 of
 
the DGCL, in all cases subject to
 
the court’s having personal jurisdiction over all
indispensable parties named as defendants.
The Restated Charter further provides that, unless a majority of the Board, acting on behalf of the Company, consents in writing
to the selection of an alternative forum,
 
the federal district courts of the United States
 
of America will be the sole and exclusive
forum for the resolution of any action asserting a cause of action arising under the Securities
 
Act.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the
Company’s Third Amended and
 
Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 99.2.
Amended and Restated Bylaws
As described in
 
Item 1.01, the
 
Restated Bylaws will
 
become effective when
 
the Restated Charter
 
becomes effective. The
 
Restated
Bylaws contain changes that align
 
with the Restated Charter. In
 
addition, the Restated Bylaws provide
 
for the following changes,
among others, to the Current Bylaws:
Advance Notice for Stockholder Proposals and Director Nominations
The
 
Restated
 
Bylaws
 
establish
 
advance
 
notice
 
procedures
 
for
 
stockholder
 
proposals
 
to
 
be
 
brought
 
before
 
a
 
meeting
 
of
 
our
stockholders, including
 
proposed nominations
 
of persons
 
for election
 
to the
 
Board.
 
At an
 
annual meeting,
 
stockholders may
consider only
 
proposals or
 
nominations (i) specified
 
in the
 
notice of
 
the meeting
 
given at
 
the direction
 
of the
 
Board, or
 
as otherwise
properly brought
 
before the meeting
 
at the direction
 
of the Board,
 
or (ii) submitted by
 
a stockholder
 
who is a
 
stockholder of
 
record
at the time of
 
giving the notice provided
 
for in the Restated
 
Bylaws through the meeting
 
date, is entitled to
 
vote at the
 
meeting
and complies with the advance notice procedures, including with respect to timing and content, set forth in the
 
Restated Bylaws.
 
To be timely, stockholder notice of
 
proposals and nominations must be received
 
by the corporate secretary no later
 
than the close
 
of business on
 
the 90th day,
 
and no earlier
 
than the 120th
 
day, prior
 
to the first
 
anniversary of the
 
date of
 
the preceding year’s
annual meeting (unless the meeting date is significantly shifted as provided in the Restated Bylaws).
At a special meeting, stockholders may
 
consider only business brought before the meeting
 
pursuant to the Company’s notice of
the meeting, and if the notice
 
includes director elections, nominations may
 
be made (i) at the direction of
 
the Board or (ii) by any
stockholder who is a stockholder of record at the time of giving the notice provided for in
 
the Restated Bylaws through meeting
date,
 
is entitled
 
to vote
 
at
 
the meeting
 
and on
 
the election,
 
and complies
 
with the
 
advance notice
 
procedures, including
 
with
respect to timing
 
and content, set
 
forth in the
 
Restated Bylaws.
 
To be timely,
 
stockholder notice of
 
a nomination must
 
be received
by the corporate secretary no earlier than the close of business on the 120th day prior
 
to the special meeting and no later than the
close of
 
business on
 
the later
 
of (i) the
 
90th day
 
prior to
 
the meeting
 
and (ii) the
 
tenth day
 
following the
 
day on
 
which public
disclosure of the date of the meeting is first made by the Company.
In addition,
 
stockholders may
 
consider a
 
stockholder proposal
 
included in
 
the Company’s
 
proxy materials
 
in compliance
 
with
Rule 14a-8 under the Exchange Act.
 
All proposals and nominations must also comply with all applicable legal requirements.
Director Eligibility
Under the Restated Bylaws, no person will be eligible for election as a director unless he or she has, within ten days following a
reasonable request, made himself or herself available to be interviewed by the Board (or any committee or other subset thereof).
Conduct of Meetings
Under the Restated Bylaws,
 
the Board Chair (or,
 
in his or
 
her absence, a
 
director or officer
 
appointed by the
 
Board) will act as
the chairperson of stockholder meetings.
 
The Board and the chairperson
 
of a stockholder meeting may
 
adopt rules, regulations
and procedures for the conduct of
 
that meeting, and the chairperson will
 
have the authority to convene and (for
 
any or no reason)
recess or adjourn that meeting.
Lead Independent Director
Pursuant to
 
the Restated Bylaws,
 
if the
 
Board Chair does
 
not qualify
 
as independent, the
 
independent directors shall
 
appoint a
lead independent director.
 
The lead independent director,
 
if any, shall
 
preside at all
 
executive sessions of
 
the Board, serve as
 
a
liaison to the
 
Chief Executive Officer
 
and other directors
 
not present at
 
executive sessions of
 
the Board regarding
 
topics discussed
in executive
 
session or
 
other matters
 
as may
 
be raised
 
from time
 
to time
 
by one
 
or more
 
independent directors, work
 
with the
Board Chair
 
and other
 
directors to
 
determine agenda
 
items for
 
Board meetings,
 
have the
 
power to
 
call meetings
 
of the independent
directors, and have such
 
other responsibilities, and perform
 
such duties, as may
 
from time to time
 
be assigned to him
 
or her by
the Board. The independent directors
 
may remove or replace
 
the lead independent director
 
from such position at
 
any time with
or without
 
cause by
 
the vote
 
of a
 
majority of
 
the independent
 
directors present
 
at a
 
duly convened
 
Board meeting.
 
The independent
directors shall periodically consider whether and, if
 
so, when to rotate the position of lead
 
independent director, and may appoint
a
 
lead
 
independent
 
director
 
for
 
a
 
specified
 
term,
 
which
 
may
 
be
 
renewed.
 
Pursuant
 
to
 
the
 
Restated
 
Bylaws,
 
the
 
independent
directors will appoint a lead independent director, effective as of the Restated Charter Effective Date.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the
Restated Bylaws, a copy of which is filed herewith as Exhibit 99.3.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 25, 2025, the Board
 
approved the Transactions, including approving and declaring advisable the Restated Charter,
and
 
directing
 
that
 
it
 
be
 
submitted
 
for
 
stockholder
 
approval
 
by
 
the
 
majority
 
written
 
consent
 
of
 
stockholders.
 
Also
 
on
February 25, 2025, Daughters’
 
LLC delivered
 
the Majority
 
Written
 
Consent to
 
the
 
Company approving
 
the Restated
 
Charter.
 
Because the Majority Written Consent is sufficient to satisfy the stockholder vote requirement under the DGCL for the approval
of
 
amendments
 
to
 
the
 
Current
 
Charter,
 
no
 
additional
 
stockholder
 
vote
 
will
 
be
 
needed
 
to
 
approve
 
the
 
Restated
 
Charter.
 
Consequently, the Company will not be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter.
Pursuant to Section 228 of the DGCL, Article II, Section 11 of the Current Bylaws and Section 14(c) of the Securities
 
Exchange
Act
 
of
 
1934,
 
as
 
amended
 
(the
 
“Exchange Act”),
 
and
 
the
 
regulations
 
promulgated
 
thereunder,
 
including
 
Regulation
 
14C,
 
a
Schedule 14C Information Statement will be filed with the SEC
 
and sent or given to the stockholders of the Company to
 
provide
prompt notice of the taking
 
of a corporate action by
 
written consent of stockholders to
 
the Company’s stockholders who
 
have not
consented in writing to such action.
Item 7.01 Regulation FD Disclosure.
The Company also announced on February 25, 2025 that its
 
Board has approved a new $500 million share repurchase program.
The share repurchase program authorizes
 
the Company, in management’s discretion,
 
to repurchase Common Shares from time
 
to
time for an aggregate purchase
 
price up to $500
 
million (exclusive of any fees,
 
taxes, commissions or other expenses related
 
to
such repurchases),
 
subject to
 
market conditions
 
and other
 
factors. The
 
actual timing,
 
number and
 
value of
 
shares repurchased
under the program will be
 
determined by management in its
 
discretion and will depend on
 
a number of factors, including,
 
but not
limited to, the market price of the Common Shares and general market and economic conditions.
The Company expects to strategically and opportunistically repurchase shares from time to time through solicited or unsolicited
transactions in the
 
open market, in
 
privately negotiated transactions
 
or by other
 
means in accordance
 
with securities laws.
 
It is
also possible
 
that the
 
Company could
 
use a
 
portion of
 
its new
 
share repurchase
 
program to
 
repurchase some
 
of the
 
Members’
Common Shares
 
as
 
part of
 
the Potential
 
Portfolio Diversification.
 
Any repurchases
 
from
 
the
 
Members would
 
require special
approval from the Special Committee. The Company expects that share repurchases under the program will be funded from one
or a
 
combination of
 
existing cash
 
balances and
 
future free
 
cash flow.
 
The share
 
repurchase program
 
does not
 
obligate the
 
Company
to repurchase any specific amount of shares, does not
 
have an expiration date, and may be suspended, modified
 
or discontinued
at any time without prior notice.
Cal-Maine
 
Foods
 
issued
 
a
 
press
 
release,
 
dated
 
February 25,
 
2025,
 
titled
 
“Cal-Maine
 
Foods,
 
Inc. Announces Agreement
 
with
Company’s Founder’s Family and Also Announces New $500 Million Share
 
Repurchase Program.” A copy of the press release
is furnished herewith as Exhibit 99.4 and is incorporated herein by reference.
The information included
 
in this Item 7.01,
 
including Exhibit 99.4 furnished
 
herewith, is being
 
furnished and shall
 
not be deemed
to be
 
filed for purposes
 
of Section 18 of
 
the Exchange Act, or
 
otherwise subject to
 
the liabilities of
 
that section, nor
 
shall it be
deemed incorporated by reference into
 
any filing under the Securities Act of
 
1933, as amended, or
 
the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
 
STATEMENTS
Certain statements contained in this Current Report on Form 8-K may contain “forward-looking statements” within
 
the meaning
of Section 27A
 
of the
 
Securities
 
Act of
 
1933, as
 
amended, and
 
Section 21E of
 
the Exchange
 
Act.
 
Such forward-looking
 
statements
are
 
identified
 
by
 
the
 
use
 
of
 
words
 
such
 
as
 
“believes,”
 
“intends,”
 
“expects,”
 
“hopes,”
 
“may,”
 
“should,”
 
“plans,”
 
“projected,”
“contemplates,” “anticipates,” or
 
similar words.
 
Actual outcomes or
 
results could differ
 
materially from those
 
projected in the
forward-looking statements.
 
The forward-looking
 
statements are
 
based on
 
management’s current
 
intent, belief,
 
expectations,
estimates, and projections
 
regarding the Company
 
and its 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
 
Part I
 
Item 1A
 
Risk
 
Factors
 
of
 
our Annual
 
Report
 
on
 
Form 10-K
 
for
 
the
 
year
 
ended
June 1, 2024, as well as those included in other reports we file from time to time with the SEC (including our Quarterly Reports
on Form 10-Q and Current
 
Reports on Form 8-K), (ii) the
 
occurrence of any event,
 
change or other circumstances
 
that could give
rise to the Board’s decision to abandon
 
the Restated Charter or to the termination
 
of the Conversion Agreement,
 
(iii) the effect of
the announcement of the Conversion Agreement on the Common Shares’ trading price, the ability of the Company to retain and
hire
 
key
 
personnel
 
and
 
maintain
 
relationships
 
with
 
its
 
customers
 
and
 
suppliers,
 
and
 
on
 
the
 
Company’s
 
operating
 
results
 
and
business generally, (iv) the impact on the Common Shares’ trading price of the sale or marketing, or potential sale or marketing,
of a significant number of
 
Common Shares as part of the
 
family’s portfolio diversification, (v) the risks and
 
hazards inherent in
the shell egg business (including 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 first
 
impacted our
 
flocks in
 
December 2023, (vi) changes
 
in the
 
demand for
 
and market
prices of shell eggs and
 
feed costs, (vii) our ability
 
to predict and meet
 
demand for cage-free and
 
other specialty eggs, (viii) risks,
changes, or obligations
 
that could result
 
from our recent
 
or future acquisition
 
of new flocks
 
or businesses and
 
risks or changes
that may cause conditions
 
to completing a pending
 
acquisition not to
 
be met, (ix) risks relating
 
to changes in
 
inflation and interest
rates, (x) our
 
ability to
 
retain existing
 
customers, acquire
 
new customers
 
and grow
 
our product
 
mix, (xi) adverse
 
results in
 
pending
litigation matters, and (xii) global
 
instability, including as a
 
result of the war
 
in Ukraine, the conflicts
 
in Israel and surrounding
areas and attacks on shipping in the
 
Red Sea.
 
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 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 update publicly
 
these forward-looking statements, whether because
 
of new information,
future events, or otherwise.
 
 
 
Additional Information and Where to Find It
This
 
Current
 
Report
 
on
 
Form 8-K
 
is
 
being
 
made
 
in
 
respect
 
of
 
the Transactions
 
involving
 
the
 
Company
 
and
 
the
 
Stockholder
Parties.
 
Contemporaneously
 
with
 
the
 
filing
 
of
 
this
 
Current
 
Report
 
on
 
Form
 
8-K,
 
the
 
Company
 
is
 
also
 
filing
 
a
 
preliminary
Information Statement, containing the
 
information with respect to
 
the Restated Charter specified
 
in Schedule 14C promulgated
under the
 
Exchange Act.
 
When completed,
 
a definitive
 
Information Statement
 
will be
 
mailed or
 
delivered to
 
the Company’s
stockholders.
 
This Current
 
Report on Form 8-K is not a substitute for the Information Statement on Schedule 14C, or any other
document that the Company may file with the SEC or send to its stockholders in connection with the Transactions.
STOCKHOLDERS OF THE COMPANY
 
ARE URGED TO READ
 
ALL RELEVANT DOCUMENTS
 
FILED WITH THE SEC,
INCLUDING
 
THE
 
INFORMATION
 
STATEMENT
 
ON
 
SCHEDULE
 
14C,
 
AS
 
WELL
 
AS
 
ANY
 
AMENDMENTS
 
OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY WHEN THEY BECOME
 
AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION
 
ABOUT THE TRANSACTIONS.
The Company’s stockholders
 
may obtain copies
 
of all documents
 
filed by the
 
Company with the
 
SEC, free of
 
charge, at the
 
SEC’s
website,
 
www.sec.gov
 
or
 
from
 
the
 
Company’s
 
website
 
at
 
https://www.calmainefoods.com/sec-filings
 
or
 
by
 
contacting
 
the
Company’s Secretary in
 
writing or by
 
telephone at Cal-Maine
 
Foods, Inc., ATTN:
 
Max P. Bowman, Secretary,
 
1052 Highland
Colony Pkwy, Suite 200, Ridgeland, MS
 
39157, telephone number (601) 948-6813.
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:
February 25, 2025
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer