CAL-MAINE FOODS INC
For the period ended Oct 2, 2026. Filed Aug 18, 2026.
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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 2, 2026 · Filed Aug 18, 2026
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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 |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
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 2, 2026
Table of Contents
| NOTICE OF ANNUAL MEETING | 1 |
|---|---|
| GENERAL MATTERS | 2 |
| Notice and Access | 2 |
| Stockholder List | 2 |
| Availability of Proxy Materials | 2 |
| Householding | 3 |
| Revocation of Proxies | 3 |
| Solicitation of Proxies | 3 |
| Record Date; Shares Outstanding | 3 |
| Voting; Quorum | 3 |
| Adjournment | 3 |
| Abstentions and Broker Non-Votes | 3 |
| Matters to be Considered; Voting Requirements; Board Recommendations | 4 |
| OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS | 8 |
| DIRECTORS AND DIRECTOR NOMINEES | 9 |
| EXECUTIVE OFFICERS OF THE COMPANY | 19 |
| CORPORATE GOVERNANCE | 19 |
| Governance Highlights | 19 |
| Meetings and Attendance | 19 |
| Board Committees | 20 |
| Director Nomination Process and Consideration of Director Nominees | 21 |
| Skills and Experience | 22 |
| Stockholder Communications | 23 |
| Strategy Oversight | 23 |
| Risk Oversight | 23 |
| Sustainability | 23 |
| Non-Employee Director Stock Ownership Guidelines | 23 |
| Board Independence | 24 |
| Code of Ethics and Business Conduct | 24 |
| Insider Trading Policy | 24 |
| Board Leadership Structure | 24 |
| Related-Party Transactions | 25 |
| Delinquent Section 16(a) Reports | 25 |
| COMPENSATION DISCUSSION AND ANALYSIS | 26 |
| Executive Summary | 26 |
| Compensation Philosophy and Process | 27 |
| Compensation Practices and Risks | 27 |
| Elements of Compensation | 27 |
| General Matters Regarding Executive Compensation | 29 |
| Compensation Advisors | 30 |
| Compensation Committee Report | 31 |
| Compensation Committee Interlocks and Insider Participation | 31 |
| COMPENSATION TABLES | 32 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 37 |
| PAY VERSUS PERFORMANCE | 40 |
| PAY-RATIO DISCLOSURE | 42 |
| DIRECTOR COMPENSATION | 43 |
| DIRECTOR COMPENSATION TABLE | 43 |
| REPORT OF THE AUDIT COMMITTEE | 43 |
| FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES | 44 |
| PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 45 |
| PROPOSAL NO. 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46 |
| STOCKHOLDER PROPOSALS | 46 |
| OTHER MATTERS | 46 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.