UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported): October 3, 2014
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-04892
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64-0500378
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3320 Woodrow Wilson Avenue
Jackson, MS 39207
(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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Shareholders was held on October 3, 2014.
Election of Directors. The following persons were nominated and elected to serve as members of the Board of Directors until our next annual meeting of shareholders and until their successors are elected and qualified.
Nominees of the Board of Directors of the Company
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Names
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Votes For
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Votes Withheld
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Non-Votes
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Adolphus B. Baker
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36,103,291
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6,275,206
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2,326,530
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Timothy A. Dawson
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37,251,033
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5,127,464
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2,326,530
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Sherman Miller
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38,872,089
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3,506,408
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2,326,530
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Letitia C. Hughes
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41,976,180
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402,317
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2,326,530
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James E. Poole
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42,006,179
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372,318
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2,326,530
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Steve W. Sanders
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42,006,437
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372,060
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2,326,530
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Amendment of Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock and Class A common stock. The Company’s stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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43,813,932
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772,066
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119,429
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-
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Advisory vote on executive compensation. The Company’s stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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41,841,312
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434,548
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103,037
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2,326,530
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Advisory vote on setting the frequency of advisory votes on executive compensation. The Company’s stockholders approved the proposal for a vote on frequency of advisory votes on executive compensation every three years by the following vote:
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Votes For
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Votes For
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Votes For
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(1 Year)
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(2 Years)
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(3 Years)
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Abstentions
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Non-Votes
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7,288,958
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41,660
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35,014,453
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33,826
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2,326,530
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Ratification of the Appointment of Frost, PLLC as the Independent Registered Public Accountants of the Company for Fiscal 2015. The Company’s stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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44,605,147
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72,782
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27,498
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No other matters were voted upon at the annual meeting.
SIGNATURES
Pursuant to the requirements of 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.
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CAL-MAINE FOODS, INC.
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Date: October 3, 2014
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By:
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/s/ Timothy A. Dawson
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Timothy A. Dawson
Director, Vice President, and Chief Financial Officer
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