Cal-Maine Foods (CALM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 4, 2024, to elect seven directors, ratify the selection of Frost, PLLC as independent auditor for fiscal 2025, and approve an amendment to the certificate of incorporation for officer exculpation.

• Record date for voting is August 9, 2024; proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

• The company is a controlled company, with over 53% of voting power held by a family group through Class A shares with 10 votes per share.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of Frost, PLLC as auditor, and (3) amendment to add officer exculpation to the certificate of incorporation.

• Cumulative voting is allowed for director elections; Class A shares have 10 votes per share, common shares have one.

• Board recommends voting FOR all proposals; voting procedures and effects of abstentions and broker non-votes are detailed.

• Shareholder proposals for the 2025 meeting must be received by April 24, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with a majority being independent; four standing committees: Audit, Compensation, Executive, LTIP, and Nominating.

• Board diversity includes two women and one Black director; skills matrix covers audit, risk, governance, human capital, industry, and sustainability.

• Board leadership structure separates CEO and Chairman roles; current Chairman is Adolphus B. Baker, CEO is Sherman L. Miller.

• Controlled company status exempts from certain Nasdaq requirements, but the board maintains a majority of independent directors.