CAL-MAINE FOODS INC
For the period ended Oct 4, 2024. Filed Aug 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 4, 2024 · Filed Aug 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Cal-Maine Foods, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11 |
Notice of
Annual Meeting
and
Proxy Statement
October 4, 2024
Table of Contents
| NOTICE OF ANNUAL MEETING | 1 |
|---|---|
| GENERAL MATTERS | 2 |
| VOTING SHARES | 3 |
| OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 7 |
| DIRECTOR NOMINEES | 8 |
| EXECUTIVE OFFICERS OF THE COMPANY | 15 |
| CORPORATE GOVERNANCE | 15 |
| Meetings and Attendance | 15 |
| Board Committees | 15 |
| Consideration of Director Nominees | 16 |
| Skills and Experience | 17 |
| Stockholder Communications | 18 |
| Strategy Oversight | 18 |
| Risk Oversight | 18 |
| Sustainability | 19 |
| Stock Ownership Guidelines | 19 |
| Board Independence and Impact of “Controlled Company” Status | 19 |
| Executive Sessions | 20 |
| Code of Ethics and Business Conduct | 20 |
| Board Leadership Structure | 20 |
| Related-Party Transactions | 20 |
| Delinquent Section 16(a) Reports | 21 |
| COMPENSATION DISCUSSION AND ANALYSIS | 21 |
| Compensation Philosophy and Process | 21 |
| Compensation Practices and Risks | 22 |
| Elements of Compensation | 22 |
| General Matters Regarding Executive Compensation | 24 |
| Compensation Advisors | 25 |
| Compensation Committee Report | 26 |
| Compensation Committee Interlocks and Insider Participation | 26 |
| COMPENSATION TABLES | 27 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 31 |
| PAY VERSUS PERFORMANCE | 32 |
| PAY-RATIO DISCLOSURE | 34 |
| DIRECTOR COMPENSATION | 35 |
| DIRECTOR COMPENSATION TABLE | 35 |
| REPORT OF THE AUDIT COMMITTEE | 35 |
| FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES | 36 |
| PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 |
| PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD OFFICER EXCULPATION | 37 |
| STOCKHOLDER PROPOSALS | 39 |
| OTHER MATTERS | 39 |
| ANNEX A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.