CAL-MAINE FOODS INC

On July 23,

2024, our Board

of Directors (“Board”)

approved and adopted,

effective as of

July 23,

2024, the Company’s Amended

and Restated Bylaws (as amended and restated, the “Bylaws”). The amendments to

the Bylaws, among other things:

●

Modify the Bylaws to

more closely align with

the current Delaware General

Corporation Law (the “DGCL”)

and current

practices,

provisions

related

to

meetings

held

by

remote

communications,

accessing

the

stockholder

list,

providing for consents,

notices and other

communications by means

of electronic transmission, addressing

uncertificated

shares, adding

that a determination

whether indemnification

is proper

may also

be made

by a

committee of

non-party

directors even though less than a

quorum, and deleting the requirement for an

“Annual Statement” at the annual meeting

of stockholders.

●

Add

the

Chairman

of

the

Board

as

a

person

entitled

to

call

a

special

meeting

of

stockholders

and

specify

that

the

Chairman of the Board, or such other person designated by him or the

Board, will preside at stockholders’ meetings.

●

Amend Article VII

to make

advancement of expenses

(including attorneys’ fees)

incurred by current

and former directors

and

officers

in

defending

actions,

suits

or

against

them

mandatory

(subject

to

their

of

an

undertaking to

repay if it

is ultimately determined

that they are

not entitled to

be indemnified),

and to provide

that the

indemnification and expense advancement rights in the

bylaws are not the exclusive means by which a person could be

entitled to such rights.

●

Add new Article

VIII to provide

that, unless the

Company consents in

writing to the

selection of an

alternative forum,

the Court of Chancery

of the State of

Delaware (or if such

court does not have

subject matter jurisdiction

another state

or federal court (as appropriate) located within the State

of Delaware) shall, to the fullest extent permitted by

law, be the

sole and exclusive

forum for (i) any

derivative action or

proceeding brought on

behalf of the Company;

(ii) any action

asserting a

claim of

breach of

a fiduciary

duty owed

by any

current or

former director,

officer

or other

employee, or

stockholder of the Company to

the Company or its stockholders, creditors

or other constituents; (iii) any

action asserting

a claim against the

Company or any current

or former director, officer, employee, or stockholder of the

Company arising

pursuant to any provision of the DGCL or

the certificate of incorporation or the bylaws (as they may be amended and/or

restated

from

time

to

time)

or

as

to

which

the

DGCL

confers

jurisdiction

on

the

Court

of

Chancery

of

the

State

of

Delaware; or (iv) any action asserting a claim

governed by the internal affairs doctrine. A stockholder bringing any such

action will

be deemed

to have

consented to

the personal

jurisdiction of

the state

and federal

courts located

within the

State of Delaware and to service

of process on such stockholder’s

counsel in such action as agent for

such stockholder.

To the fullest extent permitted

by law, any person or entity purchasing

or otherwise acquiring or holding any interest in

shares

of

capital

stock

of

the

Company

shall

be

deemed

to

have

notice

of

and

consented

to

the

provisions

of

this

paragraph.

In

certain

other

technical,

ministerial,

clarifying

and

conforming

changes

were

made

to

the

Bylaws.

The

foregoing

description of the

amendments to

the Company’s Bylaws is

not intended to

be complete and

is qualified in

all respects

by reference

to the text of the Bylaws,

a copy of which is filed

as Exhibit 3.2 to this Annual

Report on Form 10-K and

is incorporated herein

by reference.