CAL-MAINE FOODS INC
For the period ended Jun 1, 2024. Filed Jul 23, 2024.
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FY2024 · Filed Jul 23, 2024
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Part IV
SCHEDULES
(a)(1)
Financial Statements
The following consolidated financial statements and notes thereto of Cal-Maine Foods, Inc. and subsidiaries are included in Item
8 and are filed herewith:
(PCAOB
)
Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended June 1, 2024, June 3,
2023, and May 28, 2022
Notes to Consolidated Financial Statements
(a)(2)
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts
All other schedules are omitted either because they
are not applicable or required, or
because the required information is included
in the financial statements or notes thereto.
(a)(3)
Exhibits Required by Item 601 of Regulation S-K
See Part (b) of this Item 15.
(b)
Exhibits Required by Item 601 of Regulation S-K
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number
Exhibit
3.1
Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 in the Registrant’s Form 8-K, filed July 20, 2018)
3.2
Amended and Restated Bylaws of the Registrant
4.1
Description of Registrant's Securities Registered Under Section 12 of the Exchange Act
10.1
Agreement Regarding Common Stock, including Registration Rights Exhibit (attached) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed June 5, 2018)
10.2*
Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in the
Registrant's Form 8-K, filed November 19, 2021)
10.3
Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the Guarantors, BMO Harris
Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.1 in the
Registrant's Form 8-K, filed November 19, 2021)
10.4
First Amendment to Credit Agreement, dated May 26, 2023, among Cal-Maine Foods, Inc., the Guarantors,
BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.5
to the Company's Form 10K filed July 25, 2023)
10.5*
Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to
Exhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012)
10.6*
Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by
reference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012)
10.7*
Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company’s Form 8-K filed October 2, 2020)
10.8*
Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-
Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company's Form 10K filed July 19,
10.9*
Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1
to the Company’s Form 8-K filed March 27, 2023)
10.10*
Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to the
Company’s Form 8-K filed March 27, 2023)
19.1
Insider Trading Policy
21
Subsidiaries of the Registrant
23.1
Consent of FROST, PLLC
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32*
Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer
97
Incentive-Based Compensation Recovery Policy
101.SCH***+
Extension Schema Document
101.CAL***+
Extension Calculation Linkbase Document
101.DEF***+
Extension Definition Linkbase Document
101.LAB***+
Extension Label Linkbase Document
101.PRE***+
Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
Management contract or compensatory plan or arrangement
Filed herewith as an Exhibit
Furnished herewith as an Exhibit
†
Submitted electronically with this Annual Report on Form 10-K
(c)
Financial Statement Schedules Required by Regulation S-X
The financial statement schedule required by Regulation S-X is filed at page 62. All other schedules for which provision is made
in the
applicable accounting regulations
of the
Exchange Commission are
not required
related instructions
or are inapplicable and therefore have been omitted.
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