Cal-Maine Foods (CALM) Proxy filing summary

Executive summary

• Annual meeting scheduled for October 2, 2026, to elect three Class II directors, approve executive compensation on an advisory basis, and ratify Frost, PLLC as independent auditor for fiscal 2027.

• Record date for voting is August 7, 2026, with 46,915,895 shares outstanding and eligible to vote.

• Proxy materials are primarily distributed electronically, with householding procedures to reduce costs.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include election of three Class II directors for terms expiring in 2029, advisory approval of executive compensation, and ratification of Frost, PLLC as auditor.

• Election of directors requires a plurality; advisory vote on compensation and auditor ratification require majority approval.

• Board unanimously recommends FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by April 20, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of ten directors, with seven classified as independent under Nasdaq standards.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board Chair and CEO roles are separated; Letitia C. Hughes serves as lead independent director.

• Annual board and committee evaluations, stock ownership guidelines, and a Code of Ethics are in place.

• Recent board refreshment includes new appointments following a director's passing.