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; shareholders can vote via internet, phone, or mail.

• Proxy materials are available online, and householding procedures are in place to reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of Frost, PLLC as auditor, (3) amendment to add officer exculpation, and (4) other matters as may arise.

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

• Officer exculpation amendment aligns with recent Delaware law, limiting personal liability for certain officer actions.

• 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 set at seven members; nominees are all current directors with diverse backgrounds in finance, operations, government affairs, and industry.

• Board committees: Audit, Compensation, Executive, Long-Term Incentive Plan, and Nominating.

• Majority of directors are independent; company qualifies as a "controlled company" due to family voting control exceeding 50%.

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

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