CALMCAL-MAINE FOODS INC
8-K5.027.018.019.01

Aug 11, 2025

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CALM 8-K: Smart Summary

77% reduction

On August 11, 2025, Cal-Maine Foods, Inc. expanded its Board from seven to eight directors and appointed Melanie Boulden as an independent Class I director, effective immediately, with committee assignments effective September 1, 2025.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Executive Compensation

  • Melanie Boulden — annual fee of $45,000 paid in quarterly installments, in advance, in accordance with the Company's non-employee director compensation program; on August 11, 2025, received a grant of 938 restricted stock awards (RSAs) under the Company's Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended; RSAs vest 100% on January 14, 2028

Elections

  • Independent Class I Director Melanie Boulden — appointed on August 11, 2025; Board size increased from seven to eight directors to create the directorship; will serve until the Company's 2025 annual meeting of stockholders and until her successor is duly elected and qualified; determined to be independent within the meaning of Nasdaq's Listing Standards; joining the Compensation, Audit, and Nominating and Corporate Governance Committees effective September 1, 2025

Item 8.01: Other Events

Other

  • Keira Lombardo appointed as the Company's first Chief Strategy Officer, effective August 11, 2025
  • Role designated as an executive officer position
  • Ms. Lombardo described as a food and agriculture executive with over two decades of experience
  • Experience includes leading transformation and growth across complex, multi-stakeholder food systems
§ MORE SUMMARIES

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