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Form 8-K

sec.gov

8-K — CAL-MAINE FOODS INC

Accession: 0001562762-26-000074

Filed: 2026-06-23

Period: 2026-06-23

CIK: 0000016160

SIC: 0200 (AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — calm-20260623_8K.htm (Primary)

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8-K (Primary)

Filename: calm-20260623_8K.htm · Sequence: 1

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FALSE

0000016160

0000016160

2026-06-28

2026-06-28

UNITED

STATES

SECURITIES AND

EXCHANGE

COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13

or 15(d)

of the Securities

Exchange

Act

Date of Report

(Date of Earliest

Event

Reported):

June 23, 2026

Cal-Maine Foods, Inc.

(Exact name

of registrant

as specified

in its charter)

Delaware

001-38695

64-0500378

(State or

other jurisdiction

of

incorporation)

(Commission

File Number)

(IRS Employer

Identification

No.)

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

MS

39157

(Address of

principal

executive

offices (zip code))

601

-

948-6813

(Registrant’s telephone number, including area code)

Check

the appropriate

box below

if the Form 8-K filing

is intended

to simultaneously

satisfy the

filing

obligation

of the

registrant

under any

of the following

provisions

(see General Instruction

A.2 below):

Written

communications

pursuant

to Rule 425 under the

Securities

Act (17 CFR 230.425)

Soliciting

material pursuant

to Rule

14a-12

under the

Exchange

Act (17 CFR 240.14a

-12)

Pre-commencement

communications

pursuant

to Rule

14d-2(b)

under the

Exchange

Act (17 CFR 240.14d

-2(b))

Pre-commencement

communications

pursuant

to Rule

13e-4(c) under

the Exchange

Act (17 CFR 240.13e

-4(c))

Securities registered

pursuant

to Section

12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global

Select Market

Indicate

by check

mark whether the

registrant

is an emerging

growth company

as defined

in Rule

405 of the

Securities

Act of

1933

(§230.405

of this chapter)

or Rule 12b

-2 of the Securities

Exchange

Act of 1934

(§240.12b

-2 of this chapter).

Emerging

growth company

If an emerging

growth company,

indicate

by check

mark if the registrant

has elected

not to

use the extended

transition

period

for complying

with any

new or revised financial

accounting

standards

provided

pursuant

to Section

13(a) of the Exchange

Act.

Item 5.02

.

Departure of Directors

or Certain

Officers; Election

of Directors;

Appointment

of Certain Officers;

Compensatory Arrangements

of Certain Officers.

On June 23, 2026, the

board of directors

(the “Board”) of Cal-Maine

Foods, Inc. (the “Company”)

increased the

size of the Board

from

eight

to

ten

directors,

designating

the newly

created

directorships

as

Class

II

and

Class

III

directorships,

and

appointed

Haley

R. Fisackerly

as an

independent

Class II director

and Michael

J. Highfield

as

an independent

Class III

director,

to serve

until

the Company’s

2026

and 2027

annual

meeting

of stockholders,

respectively,

and, in

each case,

until

his successor

is duly

elected and qualified.

Mr. Fisackerly and Mr. Highfield will join the Board’s Compensation,

Audit, and Nominating

and Corporate

Governance

Committees. The Board

affirmatively determined

that both Mr. Fisackerly

and Mr. Highfield

are independent

within

the meaning

of Nasdaq’s

Listing Standards

and meet

all applicable

requirements to

serve on each

such committee,

including

the

requirements

of Nasdaq and the

Securities Exchange

Act of 1934, as amended (the

“Exchange

Act”) and the regulations

pursuant

thereto.

Mr. Fisackerly and Mr. Highfield will

be compensated

for

their services in accordance

with the Company’s non

-employee director

compensation

program, which

provides for

an annual

fee of $45,000 to each

director. The

fee is paid in

quarterly installments

,

in

advance.

Effective

June 23,

2026,

the

Board’s Compensation

Committee

approved

a grant

of shares

of

restricted

stock

awards

(“RSAs”) with

a target

grant date value

of $100,000

to each of Mr. Fisackerly

and Mr. Highfield

under the Company’s

Amended

and Restated

Cal-Maine

Foods,

Inc. 2012

Omnibus

Long-Term Incentive

Plan,

as amended.

Such RSAs

vest

100%

on January

12, 2029.

Item 7.01

Regulation FD

Disclosure

On

June

23,

2026

the

Company

issued

a

press

release

announcing

the

appointment

of

Mr.

Fisackerly

and

Mr.

Highfield

as

independent

directors. A copy

of the Company’s

press release is attached

hereto as Exhibit

99.1.

In accordance

with

General

Instruction

B.2 of Form

8-K, the

information

in this

Item 7.01

of this Current

Report

on Form 8-K,

including

Exhibit

99.1 hereto,

which is furnished

herewith

pursuant

to and

relate

to this

Item 7.01,

shall not

be

deemed "filed"

for purposes

of Section

18 of the

Exchange

Act, or otherwise

be subject

to the

liabilities

of Section 18 of

the Exchange

Act. The

information

in this Item

7.01 of this Current

Report

on Form 8-K

and Exhibits

99.1 hereto shall

not be

incorporated

by reference

into

any filing

or other

document

filed by

the Company

with

the SEC

pursuant

to the

Securities

Act of

1933,

as amended,

the

rules and regulations

of the SEC thereunder,

the Exchange

Act, or the rules and regulations

of the SEC thereunder

except as shall

be expressly

set forth by

specific reference

in such

filing

or document.

Item 9.01.

Financial

Statements

and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on June 23, 2026 announcing the expansion of the Board and

appointment of Michael J. Highfield and Haley R. Fisackerly and Michael J. Highfield as independent

Class III directors

104

Cover Page

Interactive

Data File,

(embedded

within

the Inline

XBRL document)

SIGNATURES

Pursuant to

the requirements

for the Securities

Exchange

Act of 1934,

the registrant

has duly

caused

this report

to be signed

on

its behalf by the undersigned hereunto

duly authorized.

CAL-MAINE

FOODS,

INC.

Date:

June 23,

2026

By:

/s/ Max

P. Bowman

Max P. Bowman

Director, Vice

President, and

Chief Financial

Officer

EX-99.1

EX-99.1

Filename: exhibit991.htm · Sequence: 5

exhibit991

Exhibit

99.1

Press Release

Cal-Maine Foods Expands Board

of Directors and

Appoints Two Independent Directors

RIDGELAND,

Miss., June 23,

2026—Cal-Maine Foods,

Inc. (Nasdaq:

CALM), the

largest egg

company

in the United States and a leading player

in the egg-based food industry, today announced

the appointment

of Haley

R. Fisackerly and

Michael J.

Highfield as independent

members of its Board

of Directors, effective

June 23, 2026. Concurrently with these appointments, the Board was increased from eight to ten directors.

The appointment

of Haley

and Mike

further strengthens

the

Board's collective

expertise as

the

company

expands its

business, pursues

new opportunities,

and executes its

long-term

strategic

objectives.

“Haley and Mike are accomplished

leaders whose experience, judgment, and strategic perspectives will be

tremendous assets to our Board and

our shareholders,” said Dolph Baker, Board Chair of

Cal-Maine Foods.

“As Cal-Maine

continues

its evolution

into a

more diversified

egg-based food

company, their

expertise

in

operations,

infrastructure,

economic

development,

finance,

capital

markets,

and organizational

leadership

will help support

our continued

momentum

and long-term

value creation.”

Haley R. Fisackerly

Mr.

Fisackerly

brings

more

than

three

decades

of

leadership

experience

in

utility

operations,

regulatory

affairs,

customer

service,

public

policy,

and

economic

development.

Mr.

Fisackerly

currently

serves

as

President and

Chief Executive

Officer of Entergy

Mississippi, LLC. Since

assuming

his current role

in

2008,

he has led significant

operational, infrastructure,

and economic development

initiatives.

He currently serves

on the board of BankFirst Financial Services.

Michael J. Highfield, Ph.D., CFA,

CTP, ChBP

Dr. Highfield brings more than

two decades of experience in

finance, banking, capital markets, governance,

and executive

leadership. He

currently serves

as the

Provost and

Executive Vice President

of Mississippi

Christian University,

where he is

responsible for

academic strategy, institutional

effectiveness, accreditation,

and

long-term

planning.

He

previously

served

as

Professor

of

Finance

and

Head

of

the

Department

of

Finance and

Economics at

Mississippi State University

and was recently

named the next

President and Chief

Academic Officer of

the

Graduate School of

Banking at

LSU. He is

a Chartered

Financial Analyst (CFA)

charterholder,

Certified Treasury

Professional

(CTP),

and

Chartered

Banking

Professional

(ChBP),

with

expertise

in financial

institutions,

corporate

finance, risk

management,

and investment

oversight.

Exhibit

99.1

Mr. Fisackerly and Dr.

Highfield will join the Board’s Compensation,

Audit and Nominating and Corporate

Governance Committees.

Following the

appointment of Mr. Fisackerly

and Dr. Highfield,

the Board

consists of ten

directors, seven

of whom are independent.

About Cal-Maine Foods

Cal-Maine Foods,

Inc. (NASDAQ: CALM)

is the

largest egg

company in the

United States and a

leading

player in

the egg-based food

industry. With

a strong national

footprint, Cal-Maine Foods provides

nutritious,

affordable, and sustainable protein to millions of households every day.

The company’s

portfolio spans

the full egg

value ladder—from

conventional

to specialty, including

cage-

free,

organic,

brown,

free-range,

pasture-raised,

and

nutritionally

enhanced—serving

both

retail

and

foodservice customers nationwide. Cal-Maine Foods also

participates in the growing prepared foods

sector,

with

offerings

such

as

pre-cooked

egg patties,

omelets,

folded and

scrambled

egg

formats, hard-cooked

eggs,

pancakes,

waffles,

and

specialty

wraps.

Its

branded

portfolio

includes

Eggland’s

Best®,

Land

O’Lakes®,

Farmhouse

Eggs®,

4Grain®,

Sunups®,

Sunny

Meadow®,

MeadowCreek

Foods®,

Van’s

Foods®, and Crepini®.

Headquartered in Ridgeland,

Mississippi,

Cal-Maine’s

strategy combines

scale, operational

excellence, and

financial

discipline

with a

commitment

to innovation

and sustainability,

to enable

the company

to deliver

trusted

nutrition,

enduring partnerships,

and long-term

value for its

stakeholders.

Forward Looking Statements

Statements

contained in this

press release

that are not historical

facts are forward-looking

statements

as that

term is defined in

the Private Securities Litigation Reform

Act of 1995.

The forward-looking statements are

based

on

management’s

current

intent,

belief,

expectations,

estimates

and

projections

regarding

our

Company and

our

industry. These

statements

are not

guarantees of

future performance

and involve

risks,

uncertainties,

assumptions and other

factors that

are difficult

to predict

and may be beyond our control. The

factors

that

could

cause

actual

results

to

differ

materially

from

those

projected

in

the

forward-looking

statements

include,

among

others,

(i)

the

risk

factors

set

forth

the

company’s

SEC Filings

(including

its

Annual Report on Form 10-K,

as updated in Part II

Item 1A of

the company’s quarterly reports on Form

10-

Q and Current Reports on Form 8-K), (ii) the risks and

hazards inherent in the shell egg, egg products, and

prepared

foods

operations

(including,

as

applicable, disease,

pests,

weather

conditions,

and

potential

for

product

recall),

including

but

not

limited

to

the

current

outbreak

of

HPAI

affecting

poultry

in

the

U.S.,

Canada and

other countries

that was first

detected in commercial

flocks in

the

U.S. in February

2022 and

that impacted our flocks in the third and fourth quarters

of fiscal 2024 and again in

March 2026, (iii) changes

in

the

demand

for

and

market

prices

of

shell

eggs

and

feed

costs

as

well

as

increase

in

input

costs

for

prepared foods, (iv)

our ability

to predict and meet

demand for cage-free

and other specialty

eggs, (v) risks,

changes, or

obligations

that

could result

from

our recent

or future

acquisition

of new flocks

or businesses,

such as

our acquisition

of Echo Lake

Foods completed June

2, 2025, and

risks or

changes that

may cause

conditions

to completing

a pending

acquisition

not

to be met,

(vi) our

ability

to successfully

integrate

and

manage

recently

acquired

businesses

like

Echo

Lake

Foods

and

realize

the

expected

benefits

of

such

acquisitions, including synergies, cost savings, reduction in earnings volatility, margin expansion, financial

returns,

expanded

customer

relationships,

or

sales

or

growth

opportunities,

(vii)

our

ability

to

compete

effectively

with existing

and new

market

entrants,

retain

existing

customers,

acquire

new customers

and

grow our

product

mix including

our

prepared

foods

product offerings,

(viii)

the

impacts of

government,

customer

and

consumer reactions

to

high

market

prices for

eggs,

including,

without

limitation, potential

new or expanded government

regulations

(ix)

potential

impacts

to our business

as a result

of our Company

Exhibit

99.1

ceasing to

be a “controlled

company” under

the rules

of The Nasdaq

Stock Market

on April 14, 2025,

(x)

risks relating

to potential

changes in inflation,

interest

rates and trade and tariff

policies, (xi)

adverse results

in pending litigation

and other legal

matters,

and (xii) global

instability,

including as a result

of geopolitical

conflicts and

uncertainties. The

company’s SEC

filings may

be obtained

from the

SEC or the

company’s

website, www.calmainefoods.com.

Readers

are cautioned not

to place

undue reliance

on forward-looking

statements because, while

we believe the

assumptions on which

the forward-looking

statements are based

are reasonable, there

can be no

assurance that these

forward-looking statements

will prove to be

accurate.

Further, forward-looking

statements

included

herein are

made

only as of

the respective

dates thereof,

or if

no

date

is

stated,

as

of

the

date

hereof.

Except

as

otherwise

required

by law,

we

disclaim

any

intent

or

obligation to update publicly

these forward-looking statements, whether because

of new information,

future

events, or otherwise.

Contacts

Investors:

ir@cmfoods.com

Media: media@cmfoods.com

Telephone: (601) 948-6813

###

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v3.26.1

Document and Entity Information

Jun. 28, 2026

Cover [Abstract]

Document Type

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Document Period End Date

Jun. 23, 2026

Entity Registrant Name

Cal-Maine Foods, Inc.

Entity File Number

001-38695

Entity Incorporation State Country Code

DE

Entity Tax Identification Number

64-0500378

Entity Address Address Line 1

1052 Highland Colony Pkwy

Entity Address Address Line 2

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Ridgeland

Entity Address State Or Province

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City Area Code

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