CALMCAL-MAINE FOODS INC
8-K5.027.019.01

Apr 1, 2026

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CALM 8-K: Smart Summary

64% reduction

On March 31, 2025, Cal-Maine Foods, Inc. appointed Dudley D. Wooley as an independent Class III director, assigning him to the Compensation, Audit, and Nominating and Corporate Governance Committees, with compensation under the company's non-employee director program.

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

Executive Compensation

  • Dudley D. Wooley — annual fee of $45,000 paid in quarterly installments, in advance, under the Company's non-employee director compensation program; on March 31, 2026, the Compensation Committee approved a grant of restricted stock awards (RSAs) with a target grant date value of $100,000 under the Company's Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended; RSAs vest 100% on January 12, 2029

Elections

  • Independent Class III Director Dudley D. Wooley — appointed by the Board on March 31, 2025, to serve until the Company's 2027 annual meeting of stockholders and until his successor is duly elected and qualified; determined to be independent under Nasdaq's Listing Standards; assigned to the Compensation, Audit, and Nominating and Corporate Governance Committees

Item 7.01: Regulation FD Disclosure

Item 7.01

  • Filing date: April 1, 2026.
  • The Company issued a press release on April 1, 2026 announcing the appointment of Mr. Wooley as a Class III director.
  • The press release was attached as Exhibit 99.1 to the Current Report on Form 8-K; however, the content of Exhibit 99.1 was not included in the provided filing text.
  • The disclosure is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
  • The information is not subject to the liabilities of Section 18 of the Exchange Act.
  • The Item 7.01 disclosure and Exhibit 99.1 shall not be incorporated by reference into any SEC filing unless expressly set forth by specific reference in such filing or document.
  • No dollar amounts, share counts, percentages, compensation terms, or other financial details were provided in the available filing text.
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