Cal-Maine Foods (CALM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 3, 2025, to elect three Class I directors, ratify the selection of Frost, PLLC as the independent auditor for fiscal 2026, and address other business.

• Record date for voting is August 8, 2025, with 48,497,477 shares outstanding and each share entitled to one vote.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for terms expiring in 2028 and ratifying Frost, PLLC as auditor for fiscal 2026.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by April 21, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes with staggered three-year terms.

• Majority of directors are independent; committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board leadership is separated between Chair and CEO, with a lead independent director appointed.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Director nomination process emphasizes diverse skills, experience, and independence.