DEF 14A of Cal-Maine Foods Inc, Aug 22, 2023

DEF 14A of Cal-Maine Foods Inc

Filed Aug 22, 2023 · FY20230001140361-23-040878

Open on EDGAR

  1. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Adolphus B. Baker Chairman, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 66 | 1991 | • Executive (Chair) • Nominating (Chair) | Trustmark Corporation and Trustmark National Bank | | Business Experience, Qualifications, Attributes and Skills | | | | | | Adolphus B. Baker serves as Company Chairman of the Board. He was elected as chairman of the board in 2012. Previously, Mr. Baker served as Company Chief Executive Officer from 2010 to September 30, 2022, President from 2010 to 2018, and as Chief Operations Officer from 1997 to 2010. Mr. Baker served as Company Vice President and Director of Marketing from 1987 to 2010 after earning his promotion from his prior position as Company Assistant to the President in 1987. Mr. Baker joined Cal-Maine Foods in 1986. Mr. Baker has guided Cal-Maine Foods’ emergence as the largest producer and distributor of fresh shell eggs and egg products in the United States. During his tenure, the Company has identified, acquired and successfully integrated 23 companies that have driven enterprise growth. Mr. Baker was also instrumental in delivering the Company’s 1996 initial public offering and Nasdaq listing (NASDAQ: CALM). Mr. Baker’s focus on prudential growth helped drive net sales of $293 million in fiscal 1997 to $3.1 billion in fiscal 2023. Concurrently, he aligned enterprise production, sales and distribution capabilities to generate annual sales volumes in excess of one billion dozen shell eggs, which represent about 21% of current United States domestic shell egg consumption. Mr. Baker expanded the Company’s total addressable market through joint ventures, partnerships and franchise agreements that created enterprise synergies and enhanced capabilities that currently serve more than 60,000 customer retail locations. Notably, Mr. Baker has supervised the installation of an asset base that helps the Company provide a spectrum of food choices across product categories. As Chairman of the Board, Mr. Baker remains actively involved in managing the Company, with a focus on strategy, capital allocation, advising the senior management team and leading the Board. Mr. Baker also leverages his deep experience and diverse skillset to advise the Company on its engagement with stakeholders. Mr. Baker currently serves on the Board of Directors of Eggland’s Best, Inc., and the board of managers of Eggland’s Best, LLC. He previously served as Chairman of the American Egg Board, United Egg Producers, Egg Clearinghouse, Inc. and the Mississippi Poultry Association. He has also previously served as a Director of United Egg Producers. He currently serves on the Board of Directors of Trustmark Corporation and its subsidiary, Trustmark National Bank. Mr. Baker earned a Bachelor of Business Administration from Mississippi State University in 1980. He is the son-in-law of the late Fred R. Adams, Jr., the Company’s founder. The Board believes that Mr. Baker’s highly informed view of Company operations, his depth and breadth of experience and his continued poultry industry engagement qualify him to serve on the Board. | | | | |

  2. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Max P. Bowman Vice President, Chief Financial Officer, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 63 | 2018 | • Executive | None | | Business Experience, Qualifications, Attributes and Skills | | | | | | Mr. Bowman has served as Company Vice President and Chief Financial Officer since October 5, 2018, when he was elected to the Board. Mr. Bowman also serves as treasurer and secretary. He joined the Company in June 2018 as Vice President, Finance. Mr. Bowman is a Certified Public Accountant who has extensive experience leading corporate finance and accounting, financial reporting, risk management and merger and acquisition efforts. Mr. Bowman is responsible for the Company’s business line finance group, accounting and financial reporting, corporate development, financial planning and analysis, human capital, information technology, investor relations, risk management and sustainability functions. Prior to joining the Company, Mr. Bowman served as Chief Financial Officer of Southern States Utility Trailer Sales and H&P Leasing from 2014 to 2018. In 2003, Mr. Bowman co-founded Tenax, LLC, a holding company for Tenax Aerospace, a special-mission aircraft-leasing company. At Tenax, Mr. Bowman served as chief executive officer, chief financial officer and president. From 1985 to 2002, Mr. Bowman served in progressive roles of responsibility at ChemFirst, Inc. (NYSE: CEM), a diversified global agricultural, intermediate and fine chemical manufacturer and provider of electronic materials and chemicals to the semiconductor industry that was previously listed on the New York Stock Exchange. Mr. Bowman was appointed as Chief Financial Officer of ChemFirst in 1997 and served in this role until ChemFirst was sold to DuPont Co in December 2002. Previously, Mr. Bowman began working at Arthur Andersen & Company in 1982 and was serving as a Senior Auditor when he left the firm in 1985. Mr. Bowman’s earlier board service includes Tenax and WGS Systems. He earned a Bachelor of Accountancy Degree from Mississippi State University. The Board believes that Mr. Bowman’s extensive experience in managing the finance divisions of public and private companies and successful dealmaking track record qualify him to serve on the Board. | | | | |

  3. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Letitia C. Hughes Retired Senior Vice President, Trustmark National Bank | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 71 | 2001 | • Audit (Chair) • Compensation • Long-Term Incentive Plan • Nominating | None | | Business Experience, Qualifications, Attributes and Skills | | | | | | Letitia C. Hughes was elected to the Board as an independent director in 2001. Ms. Hughes retired as Senior Vice President and Manager of Private Banking at Trustmark National Bank in Jackson, Mississippi, in 2014 after more than forty years of service as a private wealth management expert, industry vertical banker and credit analyst. During her career, Ms. Hughes earned progressively more senior roles tied to financial services, human capital management and technology management, among other capabilities. She served as a subject matter expert for customer privacy, bank secrecy and anti-money laundering governance initiatives. Ms. Hughes also helped the bank develop standards for measuring progress against key legal, compliance and performance objectives. Ms. Hughes most recently served as Senior Vice President at Trustmark. She focused her career on private banking from 1995 until her retirement. Ms. Hughes helped high net-worth individuals and their families meet their financial goals by providing holistic wealth planning capabilities, including financial analysis, real estate and portfolio management solutions and insurance, tax and trust-planning services. Between 1980 and 1995, Ms. Hughes served as a relationship manager for small- and medium-size corporate clients and offered merger and acquisition advisory services in addition to loan-origination capabilities across industry verticals, including manufacturing, food processing and heavy equipment leasing and finance, among others. In 1975, Ms. Hughes was promoted to a generalist credit analyst role dedicated to support the bank’s risk management efforts. She began her career with Trustmark in 1974 as a management trainee. During her career, Ms. Hughes maintained active Series 6, Series 7 and Series 63 licenses. Ms. Hughes continues to contribute to community organizations, including serving in a number of leadership and advisory roles in the Jackson, Mississippi, area. Notably, she previously served as President of the Junior League of Jackson, Mississippi. Ms. Hughes has served on the Board of Trustees of Methodist Rehabilitation Center (“MRC”) in Jackson since 2007. Since 2012, she has also supported the MRC’s Wilson Research Foundation, which is devoted to build a research and education program to advance the clinical practice of neurorehabilitation, with board service and Investment Committee participation and oversight. Ms. Hughes earned her B.S. in Math from Vanderbilt University in 1974. The Board believes that Ms. Hughes’ broad audit, finance and banking experience, in addition to her general knowledge of the Company’s operating environment, qualify her to serve on the Board. | | | | |

  4. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Sherman L. Miller President and Chief Executive Officer, Cal-Maine Foods, Inc. | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 48 | 2012 | • Executive | None | | Business Experience, Qualifications, Attributes and Skills | | | | | | Mr. Miller was elected to the Board in 2012. He has served as Company President since 2018 and was elected as Chief Executive Officer (“CEO”) on September 30, 2022. Mr. Miller previously served as Chief Operating Officer from 2011 to March 24, 2023. Mr. Miller has devoted his professional career to the Company since joining in 1996, including by serving in various positions of increasing responsibility in operations prior to his promotion to Company Vice President, Operations, in 2007. Mr. Miller is a widely recognized animal protein industry expert. He brings extensive experience in attracting and retaining the talent base necessary to support the Company’s strategy of growing by acquisition and integration, in addition to organic growth. Since 2011, Mr. Miller has maintained primary responsibility for commodity sourcing and procurement as well as operational logistics that support distribution. Mr. Miller brings a deep understanding of the regulatory landscape that governs how safe, quality food is produced, processed and brought to market. He is primarily responsible for upholding Company risk policies tied to food safety, environmental management and animal welfare. Mr. Miller’s current and prior board service includes contributions to the United Egg Producers, the U.S. Poultry and Egg Association and the Mississippi State University Poultry Science Advisory Board, among others. He earned his B.S. in Poultry Science from Mississippi State University, where he currently serves as the Distinguished Fellow for the Department of Poultry Science. As CEO, Mr. Miller is a proven leader in managing our business through the various market cycles that are characteristic of our industry. He leverages his operational experience with a strategic vision to focus on effective operations and execution of the Company’s growth strategy. The Board believes that Mr. Miller’s recognized and substantial industry experience, track record of innovation and successful execution of the Company’s strategies for the benefit of its customers qualify him to serve on the Board. | | | | |

  5. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | James E. Poole Retired Founder and Managing Partner, GranthamPoole | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 74 | 2004 | • Audit • Compensation (Chair) • Long-Term Incentive Plan (Chair) • Nominating | None | | Business Experience, Qualifications, Attributes and Skills | | | | | | James E. Poole was elected to the Board as an independent director in 2004. Mr. Poole is a Certified Public Accountant who retired in 2013 as a Principal of GranthamPoole, a public accounting firm he co-founded in 1999. GranthamPoole grew into one of the southeastern United States’ largest regional accounting firms, driven largely by the firm’s recognized expertise designing audit, ethics and governance programs for clients. Mr. Poole’s service to the firm included Management Committee membership and senior partner and principal roles. Mr. Poole’s practice focused on identifying clients’ key business risks and helping them integrate liability management and insurance strategies into growth-focused operating cultures. He also supervised the expansion of the firm’s merger and acquisitions and tax-consulting practices. Prior to co-founding GranthamPoole, Mr. Poole founded James E. Poole, CPA, a public accounting firm, in 1985. Under his leadership, the firm quickly scaled its valuation and merger and advisory practices on behalf of corporate clients pursuing growth, among other specialty areas. Previously, Mr. Poole co-founded Mississippi Mortgage Company, a company focused on low-income housing mortgage origination and syndication. He also built other businesses, including a real estate company focused on residential development in the Florida panhandle in addition to a business dedicated to oil and gas exploration. A native of Oxford, Mississippi, Mr. Poole earned a Bachelor of Business Administration with a major in Accounting from University of Mississippi in 1972. He is very well-known for his contributions to the Ole Miss football team as a standout player. Mr. Poole is also active in the community. He previously volunteered for Kairos Prison Ministries, an organization devoted to serve incarcerated men, women and youth and assist those who have been impacted by incarceration. He previously served on the ministry’s Central Mississippi Board of Directors. The Board believes that Mr. Poole’s extensive audit and financial experience, risk management expertise, successful track record of business development and broad knowledge of the general business climate where the Company operates qualify him for service on the Board. | | | | |

  6. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Steve W. Sanders Retired Managing Partner Ernst & Young | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 77 | 2009 | • Audit • Compensation • Long-Term Incentive Plan • Nominating | None | | Business Experience, Qualifications, Attributes and Skills | | | | | | Steve W. Sanders was elected to the Board as an independent director in 2009. Mr. Sanders is a Certified Public Accountant who retired as Managing Partner of the Ernst & Young LLP, Jackson, Mississippi, office after more than 30 years of service. Mr. Sanders has extensive audit, merger and acquisition accounting and valuation-advisory experience. In his practice, Mr. Sanders advised private companies searching for bolt-on acquisitions and engaging in initial public offerings. Mr. Sanders also has broad experience providing industry verticals with audit services and various acquisition audits and related services. Mr. Sanders was promoted to partner at Ernst & Young in 1986. During his tenure, Mr. Sanders was increasingly responsible for human capital management, including hiring, retention and client-side staffing for the Jackson, Mississippi, office. He also supervised the Jackson, Mississippi, office’s ethics, legal and regulatory compliance prior to his retirement in 2002 as Managing Partner. Mr. Sanders’ early career included experience working part-time at a poultry company, which gave him insight into the poultry industry’s operating needs. Mr. Sanders served as a Lecturer at the Richard C. Adkerson School of Accountancy at Mississippi State University, where he taught accounting and auditing courses from 2003 until his retirement in 2017. His previous board service includes a directorship of Valley Services, Inc., a privately held national contract food services manager, from 2002 until Elior North America acquired the business in 2012. Mr. Sanders’ community activities include service as Chairman of the Finance Committee of the Broadmoor Baptist Church in Madison, Mississippi. Mr. Sanders earned his B.S. of Accountancy at Mississippi State University in 1968 and Masters in Business Administration in 1969. The Board believes that Mr. Sanders’ extensive audit, accounting and finance experience, in addition to his human capital management and leadership record, qualify him to serve on the Board. | | | | |

  7. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | | Camille S. Young Principal and Director, Cornerstone Government Affairs | | | | | | Age | Director Since | Committees | Other Public Company Directorships | | | 50 | 2021 | • Audit • Compensation • Long-Term Incentive Plan • Nominating | Mississippi Power Company | | Business Experience, Qualifications, Attributes and Skills | | | | | | Camille S. Young was elected to the Board as an independent director in 2021. Ms. Young brings more than twenty years of government affairs experience with Mississippi’s elected state and local government officials. Ms. Young maintains deep relationships with business leaders and community influencers nationally and across the state of Mississippi. She deploys her issue expertise and relationships to help clients navigate policies, create and drive effective advocacy campaigns, utilize business and development opportunities and craft successful public affairs efforts. In her practice, Ms. Young also helps clients pursue mergers and acquisitions, navigate supply chain complexities and manage value chain risks. Ms. Young currently serves as Principal and Director of Cornerstone Government Affairs, a full-service, bipartisan consulting firm specializing in federal and state government relations, public affairs and strategic communications and advisory services. At Cornerstone, Mr. Young co-chairs the firm’s Diversity and Inclusion Working Group. Ms. Young joined the firm in 2011. Previously, Ms. Young served as a government affairs representative with one of Mississippi’s leading law firms, Watkins Ludlam Winter & Stennis, from 2001 to 2011, where she was a member of the Government Affairs practice group. She was responsible for managing clients’ legislative advocacy, public affairs and community relations efforts. Prior to joining Watkins Ludlam, Ms. Young served the Mississippi Farm Bureau Federation for five years in various roles as a communications specialist, director of media relations and a government relations specialist. She also held a position with the United States Department of Agriculture as an outreach and public affairs specialist. Ms. Young serves as a member of the inaugural Diversity and Inclusion Committee of the Madison County Business League and Foundation in Mississippi. She previously served as President of the Mississippi State University National Alumni Association, where, during her tenure, she helped drive increased participation by diverse members of the alumni base. Ms. Young has contributed to community activities such as the Greater Jackson Chamber Partnership Board of Directors, the Junior League of Jackson Sustainers Board of Directors, Alpha Kappa Alpha Sorority, Incorporated, and the Mississippi 4-H Foundation. Ms. Young’s public board service includes Mississippi Power Company, a subsidiary of Southern Company. She also serves on the board of privately-held BankFirst Financial Services. Ms. Young earned her B.A. in Communication and M.S. in Agriculture & Extension Education from Mississippi State University. The Board believes that Ms. Young’s extensive human capital, government and regulatory relations, risk management and strategic planning experience qualify her to serve on the Board. | | | | |

  8. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    EXECUTIVE OFFICERS OF THE COMPANY The following information sets forth the name, age, principal occupation and business experience during the last five years of each of the current executive officers of the Company. The executive officers serve at the pleasure of the Board. ADOLPHUS B. BAKER, age 66, is Chairman of the Board. See previous description under “Director Nominees.” SHERMAN L. MILLER, age 48, is President, Chief Executive Officer and a director. See previous description under “Director Nominees.” MAX P. BOWMAN, age 63, is Vice President, Chief Financial Officer, Treasurer and Secretary and a director. See previous description under “Director Nominees.” ROBERT L. HOLLADAY, JR., age 47, is Vice President – General Counsel. Mr. Holladay joined the Company and was appointed to this position in 2011. CHARLES J. HARDIN, age 64, is Senior Vice President – Sales. He has served in such office since 2002 and has been employed by the Company since 1989. MICHAEL T. WALTERS, age 52, is Vice President – Operations and Chief Operating Officer. Mr. Walters has served as a Vice President since July 11, 2011. He was appointed as Chief Operating Officer by the Board on March 24, 2023. CORPORATE GOVERNANCE Meetings and Attendance Our Board of Directors holds regularly scheduled quarterly meetings and may hold special meetings each year. Normally, committee meetings occur the day of the Board meeting. At each quarterly Board meeting, time is set aside for the independent directors to meet without management present. Our Board held four regularly scheduled quarterly meetings, two special meetings, and took action by written consent once during fiscal year 2023. All of our directors attended 100% of the aggregate of all Board of Directors meetings and meetings of the committees on which they served during their tenure in office in the last fiscal year. Directors are encouraged to attend the Annual Meeting of Stockholders, and all directors then in office attended the 2022 Annual Meeting. Board Committees Our Board has five standing committees: an Audit Committee, a Compensation Committee, an Executive Committee, a Long-Term Incentive Plan Committee (“LTIP Committee”) and a Nominating Committee. In addition, under our bylaws our Board may designate additional committees as it deems appropriate. In select instances, the Board and its committees may take action through written consent. The Audit and Compensation Committees have written charters which are available on the “Investors” page of our website at www.calmainefoods.com. The Executive, Long-Term Incentive Plan, and Nominating Committees do not have charters. The table below provides the current composition for each of the Board’s standing committees.

  9. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 6, 2023

    | Director | Audit | Compensation | Executive | Long-Term Incentive Plan | Nominating | | Adolphus B. Baker | | | Chair | | Chair | | Max P. Bowman | | | Member | | | | Letitia C. Hughes | Chair | Member | | Member | Member | | Sherman L. Miller | | | Member | | | | James E. Poole | Member | Chair | | Chair | Member | | Steve W. Sanders | Member | Member | | Member | Member | | Camille S. Young | Member | Member | | Member | Member |

  10. Base Salary

    Base Salary We believe that base salaries, which provide fixed compensation, should meet the objective of attracting and retaining the executive officers needed to manage our business successfully. Base salary adjustments, if any, are approved in December of each year and become effective January 1st of the following calendar year. After consideration of the review of peer company compensation prepared in 2022 by Mercer (US) Inc. (“Mercer”), a compensation consulting firm engaged by our Compensation Committee, which review indicated that the base salaries of our executive officers lagged behind the 25th percentile of our peer group, the Compensation Committee approved base salary increases effective January 1, 2023 for the members of the Executive Committee as follows: Mr. Baker – no increase, Mr. Miller and Mr. Bowman – 3% and Mr. Holladay –6%. Based on the same analysis, the Executive Committee approved a 3% base salary increase for Mr. Hardin also effective January 1, 2023. In addition, in connection with his appointment as Chief Executive Officer in September 2022, Mr. Miller received a $50,000 base salary increase. In connection with his promotion to Chief Operations Officer in March 2023, the Executive Committee increased Mr. Walters’ base salary to $229,341. Additionally, the Compensation Committee approved a special 3% wage increase for all Company employees, including the named executive officers, in July 2022, to express appreciation for everyone’s loyalty, hard work and dedication, and to assist employees with the increased costs of necessities caused by inflation. We believe following these increases, the base salaries of our named executive officers remained below the 25th percentile of our peer group based on Mercer’s most recent peer company compensation review. See “Benchmarking of Compensation” below for information regarding recent updates to the Mercer report.

  11. Annual Cash Bonus

    Annual Cash Bonus Executive Committee Members and General Counsel Bonus Programs For members of our Executive Committee and Mr. Holladay, the annual bonus program is a variable, at-risk component of compensation designed to reward these officers for maximizing annual Company performance. The Executive Committee recommends bonuses for its members and Mr. Holladay, and the Compensation Committee reviews these recommendations and makes the final determination as to bonus awards. Although these bonus awards are not based on objective metrics or goals, our Company’s profitability has historically been the most significant item in determining bonus amounts for the Executive Committee members and Mr. Holladay. Mr. Hardin and Mr. Walters participate in the general bonus program applicable to our other officers and employees. For 2023, the Compensation Committee considered the Company’s significant increase in profitability for 2023 compared to 2022 (an increase of $859.4 million in gross profit) and each individual’s workload and job performance in determining bonuses for the Executive Committee and Mr. Holladay for 2023. As reflected in the Summary Compensation Table on page 28, for all of our named executive officers other than Mr. Baker, annual cash bonuses for 2023 were higher than the 2022 bonus awards as a result of our record earnings and profitability. For Mr. Baker, his annual bonus reflects the realignment of responsibilities. General Bonus Program Participants in our general bonus program are eligible to earn a bonus equal to 50% of the sum of the officer’s base salary plus such officer’s prior year’s bonus. This program is designed to reward both Company and individual performance during the year. Of the potential bonus that could be earned by Mr. Hardin and Mr. Walters under this program, approximately 50% is based on our profitability. If we earn a minimum profit, on a pre-tax basis, of five cents per dozen eggs produced, Mr. Hardin and Mr. Walters could earn the full portion of their bonus attributable to our profitability, subject to adjustment at the discretion of the Chief Executive Officer. If our profit is less than five cents per dozen eggs produced, Mr. Hardin’s and Mr. Walter’s bonus would be reduced by a corresponding percentage, again subject to adjustment at the discretion of our Chief Executive Officer. The remaining approximate 50% is based on their individual performance as evaluated by our Chief Executive Officer in his discretion. For 2023, Mr. Baker and Mr. Miller’s joint evaluation included their personal assessment of the overall efficiency, effectiveness, cooperativeness, enthusiasm, judgment and attitude that Mr. Hardin and Mr. Walters bring to the performance of their duties. Our Chief Executive Officer has the authority to adjust general bonuses under this program for our officers as deemed appropriate for competitive reasons or extraordinary circumstances or conditions.

  12. Equity Compensation

    Equity Compensation The Company believes it is essential to provide our named executive officers with a long-term equity component of compensation in order to better align their interests with those of the Company’s stockholders. Our named executive officers participate in our Amended and Restated 2012 Omnibus Long-Term Incentive Plan (the “2012 Plan”). The 2012 Plan is administered by the LTIP Committee. On December 13, 2022, the LTIP Committee authorized grants of RSAs to a broad base of employees of the Company, including the named executive officers, which grants were effective January 13, 2023. The RSAs vest fully on the third anniversary of the date of grant, January 13, 2026. The Compensation Committee and LTIP Committee’s use of RSAs, the level of RSAs awarded to each named executive officer, and the vesting structure of such RSAs were based in large part on the Committees’ review and evaluation of Mercer’s 2022 report, comparisons to the Company’s peer group, and the Company’s overall compensation strategy and objectives. See the “Benchmarking of Compensation” and “Compensation Consultants” sections below. While the LTIP Committee has not developed formal policies concerning the timing of grants and other matters, its practice has been to authorize grants of restricted shares annually in mid-December, with the grants being effective the following January.

  13. Employment Agreements and Severance and Change in Control Arrangements

    Employment Agreements and Severance and Change in Control Arrangements None of our named executive officers has an employment agreement with the Company. In addition, no named executive officer is entitled to receive any severance or change in control payments; however, existing grants of RSAs do vest on death, disability or change in control, and the LTIP Committee in its sole discretion may determine that such grants will vest partially or in full upon retirement. In addition, benefits under the SERP will vest upon disability or a change in control. See the “Potential Payments Upon Termination or Change in Control” section below.

  14. Benchmarking of Compensation

    Benchmarking of Compensation Since fiscal year 2013, the Compensation Committee has engaged the consulting firm of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to periodically provide compensation analysis and consulting services regarding executive and director compensation. Part of this engagement involves benchmarking the Company’s executive pay against a peer group and published compensation surveys. Mercer most recently provided the Compensation Committee with an executive compensation analysis in July 2022, which includes a benchmarking analysis using an updated peer group (the “2022 peer group”). The 2022 peer group consists of 17 companies, all of which were publicly traded at the time of the report. The peer group was selected based on research by Mercer and input from management and consisted of the following companies primarily based on size as measured by revenues (with the Company falling in the 46th). As compared to the prior peer group, the 2022 peer group, listed below, contains eight new companies. In addition, six companies were removed from the prior peer group based on a variety of factors, including company delisting, trading liquidity, size, industry exposure and incompatibility of compensation program structure.

  15. 2022 Peer Group

    2022 Peer Group

  16. 2022 Peer Group

    | B&G Foods, Inc. | John. B. Sanfilippo & Sons, Inc. | Sovos Brands, Inc. | | The Boston Beer Company, Inc. | Lamb Weston Holdings, Inc. | Sunopta Inc. | | Darling Ingredients, Inc. | Lancaster Colony Corporation | Treehouse Foods, Inc. | | Flowers Foods, Inc. | Primo Water Corporation | Utz Brands, Inc. | | The Hain Celestial Group, Inc. | Seneca Foods Corporation | Vital Farms, Inc. | | J&J Snack Foods Corp. | The Simply Good Foods Company | |

  17. Compensation Consultants

    Compensation Consultants In addition to the services described above, the Chairman of the Compensation Committee periodically engages Mercer to review annual and long-term incentive plan designs for competitiveness and alignment with peer companies, and to update management and the Board on executive compensation trends, including director compensation. This review was most recently completed in fiscal 2023. The Compensation Committee periodically assesses the independence of Mercer and whether any of its work presents a conflict of interest. Mercer reported to Mr. Poole, who is an independent director and Chairman of the Compensation Committee, and consulted with Mr. Baker, Chairman of the Board and Mr. Bowman, a Vice President and Chief Financial Officer of the Company, in connection with the Executive Committee’s determinations and recommendations regarding other officers’ compensation. The Compensation Committee has assessed the independence of Mercer pursuant to applicable SEC and NASDAQ rules and concluded that the engagement did not raise any conflicts of interest. Compensation Committee Report The Compensation Committee reviewed and discussed the above Compensation Discussion and Analysis with management of the Company, and, based on those review and discussions, the Compensation Committee has recommended to the Board of Directors that the above Compensation Discussion and Analysis be included in the Company’s proxy statement on Schedule 14A for the 2023 Annual Meeting of Stockholders. James E. Poole, Chairman Letitia C. Hughes Steve W. Sanders Camille S. Young Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee during fiscal year 2023 were Mr. Poole, Ms. Hughes, Mr. Sanders and Ms. Young. None of Ms. Hughes, Mr. Poole, Mr. Sanders and Ms. Young was formerly an officer of the Company. During fiscal year 2023, none of our executive officers served as a member of the compensation committee or as a director of another entity, one of whose executive officers served on our Compensation Committee or as one of our directors. COMPENSATION TABLES Summary Compensation Table

  18. Compensation Consultants

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Adolphus B. Baker, | 2023 | 487,058 | 326,095 | 102,682 | -0- | 69,393 | 985,228 | | Chairman | 2022 | 467,207 | 380,336 | 305,719 | -0- | 139,550 | 1,292,812 | | | 2021 | 454,518 | 285,671 | 296,134 | -0- | 138,078 | 1,174,401 | | Sherman L. Miller, | 2023 | 370,826 | 487,122 | 154,401 | 10,889 | 126,189 | 1,149,427 | | President/CEO | 2022 | 310,577 | 253,203 | 102,290 | -0- | 15,237 | 681,307 | | | 2021 | 288,522 | 181,406 | 98,774 | -0- | 22,652 | 591,354 | | Max P. Bowman, | 2023 | 306,345 | 408,561 | 121,941 | 41,750 | 97,740 | 976,337 | | VP/CFO/ Treasurer/ | 2022 | 289,231 | 231,782 | 102,290 | -0- | 92,572 | 715,875 | | Secretary | 2021 | 276,296 | 168,563 | 98,774 | -0- | 82,862 | 626,495 | | Robert L. Holladay, Jr., | 2023 | 268,141 | 360,000 | 105,441 | 10,411 | 81,922 | 825,915 | | VP/General | 2022 | 249,436 | 201,591 | 102,290 | -0- | 18,572 | 571,889 | | Counsel | 2021 | 236,406 | 148,181 | 98,774 | -0- | 22,618 | 505,979 | | Charles J. Hardin, Sr. | 2023 | 253,755 | 346,970 | 61,458 | -0- | 66,167 | 728,350 | | VP/Sales | 2022 | 245,122 | 198,132 | 61,201 | -0- | 60,204 | 564,660 | | | 2021 | 238,043 | 146,952 | 59,189 | -0- | 57,517 | 501,701 | | Michael T. Walters, | 2023 | 189,938 | 278,942 | 61,458 | -0- | 65,734 | 596,072 | | VP/COO(5) | | | | | | | |

  19. Pension Benefits

    Pension Benefits Effective March 1, 2023, the Company adopted a non-qualified supplemental executive retirement plan (“SERP”) designed to provide deferred compensation for a select group of highly compensated employees of the Company. Currently, Messrs. Miller, Bowman, and Holladay participate in the SERP. Provided the vesting conditions are met, participants in the SERP are eligible to receive an aggregate retirement benefit of $500,000, which is paid in annual installments of $50,000 for 10 years. A participant becomes vested in the retirement benefit over five years of plan participation at 20% per year. If a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting will be accelerated to 100%. If a participant dies while employed, he or she will not receive any benefits under the SERP, but their beneficiaries will instead be entitled to the life insurance benefit provided under a split dollar life insurance plan. PENSION BENEFITS

  20. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Sherman L. Miller | SERP | 0.26 | 10,889 | -0- | | Max P. Bowman | SERP | 0.26 | 41,750 | -0- | | Robert L. Holladay, Jr. | SERP | 0.26 | 10,411 | -0- |

  21. Pension Benefits

    (1) These figures represent accumulated benefits as of June 3, 2023 based on several assumptions, including the assumption that the executive remains employed by us and begins receiving retirement benefits at the normal retirement age of 65, with such accumulated benefits being discounted from the normal retirement age to June 3, 2023 using an effective discount rate of 4.22%. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As described in the Compensation Discussion and Analysis, the Company has not entered into severance or change in control agreements with our named executive officers, although the DC Plan, the SERP and the RSAs provide for accelerated vesting in connection with certain terminations of employment and upon a change in control. Specifically, as amended effective December 1, 2021, our DC Plan provides that unvested Company contributions will also vest upon a change in control. Further, the SERP provides that if a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, the participant will vest in any unvested portion of his $500,000 SERP benefit. Finally, RSAs will vest upon certain terminations of employment and upon a change in control as described in the footnotes to the table below. In addition, the following table does not quantify payments under plans that are generally available to all salaried employees, similarly situated to the named executive officers in age, years of service, date of hire, etc., and that do not discriminate in scope, terms or operation in favor of executive officers. For the named executive officers, the value of the RSAs that would vest upon termination of employment due to death or disability, or a change in control of the Company as of the end of the Company’s fiscal year ended May 28, 2022, are outlined below, based on the Company’s closing stock price of $47.56 on June 2, 2023, the last business day of such fiscal year.

  22. Pension Benefits

    | Name | Form of Compensation | Involuntary Termination By Company or Voluntary Termination by Employee(1) ($) | Retirement(2) ($) | Death (3) | Disability (3) | Change in Control(4) | | Adolphus B. Baker | RSAs | -0- | 817,366 | 817,366 | 817,366 | 817,366 | | Sherman L. Miller | RSAs SERP DC Plan | -0- -0- -0- | 378,625 500,000 -0- | 378,625 -0- -0- | 378,625 500,000 -0- | 378,625 500,000 70,781 | | Max P. Bowman | RSAs SERP | -0- -0- | 350,089 500,000 | 350,089 -0- | 350,089 500,000 | 350,089 500,000 | | Robert L. Holladay, Jr. | RSAs SERP DC Plan | -0- -0- -0- | 335,583 500,000 -0- | 335,583 -0- -0- | 335,583 500,000 -0- | 335,583 500,000 43,318 | | Charles J. Hardin | RSAs | -0- | 199,467 | 199,467 | 199,467 | 199,467 | | Michael T. Walters | RSAs | -0- | 199,467 | 199,467 | 199,467 | 199,467 |

  23. Pension Benefits

    (1) Upon termination by the Company or the employee (other than termination due to a retirement, death or disability), the named executive officers’ RSA agreements provide for forfeiture of all unvested RSAs. (2) Upon retirement of a grantee, the LTIP Committee in its sole discretion may provide that RSAs will vest partially or in full as of the effective date of the grantee’s termination due to retirement. The amounts set forth in the column assume the LTIP Committee has exercised discretionary authority to fully vest all such RSAs. (3) Upon death or disability of a grantee, all RSAs will vest as of the date of such death or disability and all restrictions will lapse. (4) Upon the completion of a change in control of the Company, all RSAs will vest and all restrictions will lapse. PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. Further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance is described under “Compensation Discussion & Analysis” beginning on page 22. On September 30, 2022, Adolphus B. Baker stepped down as the Company’s CEO and continues to serve as the Company’s Chairman of the Board and as an executive officer of the Company. On September 30, 2022, Sherman L. Miller was named the CEO. The following table sets forth information concerning the compensation of our CEOs and other NEOs for each of the fiscal years 2023, 2022 and 20221 and our financial performance for each such fiscal year:

  24. Pension Benefits

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for CEO - Adolphus B. Baker ($) | Summary Compensation Table Total for CEO - Sherman L. Miller ($)(2) | Compensation Actually Paid to CEO - Adolphus B. Baker ($)(2)(3) | Compensation Actually Paid to CEO - Sherman L. Miller ($)(2)(3) | Average Summary Compensation Table Total for NEOs ($) | Average Compensation Actually Paid to NEOs ($)(2)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income ($) | Net Income per Dozen Produced (5) | | 2023 | 985,228 | 1,149,427 | 958,998 | 1,126,150 | 781,668 | 767,626 | 120.39 | 140.40 | 756,732,000 | $0.715 | | 2022 | 1,292,812 | — | 1,594,506 | — | 634,433 | 739,489 | 108.43 | 133.27 | 132,441,000 | $0.130 | | 2021 | 1,174,401 | — | 948,658 | — | 556,382 | 493,914 | 78.41 | 124.39 | 2,060,000 | $0.002 |

  25. Pension Benefits

    | (1) The CEO and NEOs included in the above compensation columns reflect the following: |

  26. Pension Benefits

    | Year | CEO | NEOs | | 2023 | Adolphus B. Baker, Sherman L. Miller | Max P. Bowman, Michael T. Walters, Charles J. Hardin, Rob L. Holladay, Jr. | | 2022 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. | | 2021 | Adolphus B. Baker | Sherman L. Miller, Max P. Bowman, Charles J. Hardin, Rob L. Holladay, Jr. |

  27. Pension Benefits

    | (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price. For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2023 - $47.56; for 2022 - $48.16; for 2021 - $34.91. |

  28. Pension Benefits

    | (3) 2023 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  29. Pension Benefits

    | | CEO - Dolph Baker ($) | | CEO - Sherman Miller ($) | Average of NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 985,228 | | 1,149,427 | 781,668 | | Less, Value of Stock & Option Awards Reported in SCT | (102,682) | | (154,401) | (87,574) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | — | | (10,889) | (13,040) | | Plus, Pension Service Cost and impact of Pension Plan Amendments | — | | 10,889 | 13,040 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 90,269 | | 135,736 | 76,988 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (9,173) | | (3,064) | (2,449) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (4,664) | | (1,548) | (1,006) | | Total Adjustments | (26,230) | | (23,277) | (14,042) | | “Compensation Actually Paid” in Fiscal Year 2023 | 958,998 | | 1,126,150 | 767,626 | | | | CEO ($) | | Average of NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | | 1,292,812 | | 634,433 | | Less, Value of Stock & Option Awards Reported in SCT | | (305,719) | | (92,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 357,973 | | 107,746 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | | 206,634 | | 61,993 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | | 42,806 | | 27,335 | | Total Adjustments | | 301,694 | | 105,056 | | “Compensation Actually Paid” in Fiscal Year 2022 | | 1,594,506 | | 739,489 |

  30. Pension Benefits

    | | CEO ($) | Average of NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 1,174,401 | 556,382 | | Less, Value of Stock & Option Awards Reported in SCT | (296,134) | (88,878) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 274,218 | 82,300 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (141,102) | (42,308) | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (62,725) | (13,582) | | Total Adjustments | (225,743) | (62,468) | | “Compensation Actually Paid” in Fiscal Year 2021 | 948,658 | 493,914 |

  31. Pension Benefits

    | (4) Company and Peer Group Total Shareholder Return (“TSR”) reflects the Company’s peer group (S&P Comp 1500 Food Products Industry Index) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year 3. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on June 1, 2020. |

  32. Pension Benefits

    | (5) Net income per dozen produced is a non-GAAP financial measure which is calculated as net income divided by the dozens produced. |

  33. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure As described in greater detail in “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. We believe food quality and safety is an important measurement that provides a foundation for reliable and continued financial performance. Because of the cyclical nature of the egg industry, net income does not weigh as highly as other measures year to year. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis beginning on page 22. Specifically,

  34. Pay versus Performance Descriptive Disclosure

    | • | Our CEO and other-NEO “compensation actually paid” has only increased when our Net Income and Net Income Per Dozen Produced increased; demonstrating a strong correlation between pay and performance. |

  35. Pay versus Performance Descriptive Disclosure

    | • | Moreover, our Net Income and Net Income Per Dozen Produced increased in each of the past three years. We note that our CEO “compensation actually paid” appears lower in 2023 than in 2022, which is primarily the result of lower equity awarded during the transition of CEO in 2023. |

  36. Pay versus Performance Descriptive Disclosure

    | • | Our cumulative TSR and the peer group TSR during the past three years have both increased each year, although our cumulative TSR has remained below the peer group each year. Likewise, the CEO and other-NEO “compensation actually paid” has only increased when our TSR increased. |

  37. Pay versus Performance Descriptive Disclosure

    PAY-RATIO DISCLOSURE To determine the median employee compensation, we analyzed all of Cal-Maine Foods’ employees, excluding Cal- Maine Foods’ Chief Executive Officer, as of June 3, 2023. We annualized wages for employees that were not employed for the full year. We used year to date gross wages as the consistently applied compensation metric to determine the median employee. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our named executive officers in the Summary Compensation Table on page 28. The 2023 annual total compensation of our median employee other than Mr. Miller was $45,107. For fiscal year 2023, the total compensation of our Chief Executive Officer, Mr. Miller, was $1,149,427 as reported in the “Total” column of the Summary Compensation Table on page 28. As permitted by SEC rules, the Company elected to annualize the compensation of Mr. Miller, who became Chief Executive Officer of the Company on September 30, 2022. As annualized, Mr. Miller’s total compensation used for purposes of this pay ratio disclosure is $1,174,894. Based on the foregoing, our estimate of the ratio of the average annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 26 to 1. Given the different methodologies that different public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. DIRECTOR COMPENSATION For fiscal year 2023, the Company’s non-employee directors each received an annual fee of $45,000 as compensation for their services as a director. The fee is paid in quarterly installments following the end of each quarter and in advance of the next quarterly board meeting. During fiscal year 2023, Mses. Hughes and Young and Messrs. Poole and Sanders each received an additional fee for special committee work and committee meetings. In addition, each non-employee director receives an annual equity award with a target grant date value of approximately $100,000. On January 13, 2023, Mses. Hughes and Young and Messrs. Poole and Sanders, as independent directors, each received grants of 1,898 RSAs under the 2012 Plan. Such RSAs vest 100% on the third anniversary of the date of grant. Mercer also periodically reviews and benchmarks the Company’s director compensation program, and the most recent such review was completed in July 2022. See “Compensation Discussion & Analysis – Compensation Advisors” for more information regarding Mercer. Employee directors receive no additional compensation for their services as directors of the Company, and the compensation of Messrs. Baker, Bowman and Miller is reflected in the Summary Compensation Table above. DIRECTOR COMPENSATION TABLE

  38. Pay versus Performance Descriptive Disclosure

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Letitia C. Hughes | 51,000 | 102,682 | 153,682 | | James E. Poole | 55,000 | 102,682 | 157,682 | | Steve W. Sanders | 55,000 | 102,682 | 157,682 | | Camille S. Young | 55,000 | 102,682 | 157,682 |

  39. Pay versus Performance Descriptive Disclosure

    | (1) The aggregate grant date fair value of the RSAs set forth in this column is computed in accordance with FASB ASC Topic 718 and based on the closing price of the Company’s common stock as of the grant date, which was $54.10. At the end of fiscal year 2023, Ms. Young had 6,685 unvested RSAs and each other director listed in this table had 7,005 unvested RSAs. |

  40. Pay versus Performance Descriptive Disclosure

    REPORT OF THE AUDIT COMMITTEE The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended June 3, 2023, with management, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures. The Audit Committee also worked with Frost, PLLC, the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with Frost, PLLC that firm’s independence from management and the Company and all matters required to be discussed pursuant to Public Company Accounting Oversight Board rules and has received the written disclosures and letter from Frost, PLLC required by Public Company Accounting Oversight Board rules and the SEC and considered the compatibility of non-audit services with Frost, PLLC’s independence. The Audit Committee discussed with our internal auditors and our independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and our independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2023, for filing with the SEC. The Audit Committee is currently composed of four directors, all of whom are independent, as defined by SEC rules and in the NASDAQ listing standards. In addition, the Board of Directors has determined Ms. Hughes and Messrs. Poole and Sanders qualifies as an “audit committee financial expert,” as such term is defined in the SEC rules. Letitia C. Hughes, Chairperson James E. Poole Steve W. Sanders Camille S. Young FEES AND RELATED DISCLOSURES FOR ACCOUNTING SERVICES The following table discloses the aggregate fees billed by Frost, PLLC for professional services rendered during fiscal 2023 and 2022:

  41. Pay versus Performance Descriptive Disclosure

    | | 2023 | | 2022 | | | Fee | Amount | Percent | Amount | Percent | | Audit Fees | $281,491 | 93% | $289,203 | 91% | | Audit-Related Fees | 22,600 | 7% | 27,976 | 9% | | Tax Fees | — | — | — | — | | All Other Fees | — | — | — | — | | Frost Total Fees | $304,091 | | $317,179 | |

  42. Pay versus Performance Descriptive Disclosure

    All audit and any material non-audit services provided by the Company’s independent registered public accounting firm require pre-approval by the Audit Committee or its designee. 100% of the services performed by Frost, PLLC for the fiscal years 2023 and 2022 were pre-approved by the Audit Committee. Audit fees include fees associated with the annual audit of the Company’s financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10-Q. Audit-related fees principally include employee benefit plan audits for plan fiscal years ended December 31, 2022 and December 31, 2021. PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS The Board is committed to excellence in governance and recognizes the interest our stockholders have in our executive compensation program. As part of that commitment and in accordance with Section 14A of the Exchange Act, our stockholders are being asked to approve an advisory resolution on the compensation of our named executive officers, as reported in this proxy statement. Consistent with our stockholders’ preference, last indicated at our 2017 annual meeting of stockholders, we give our stockholders an opportunity to vote, on an advisory basis, to approve the compensation of our named executive officers every three years. This proposal, commonly known as the “say-on-pay” proposal, is advisory, which means that the vote on executive compensation is not binding on the Company, the Board or the Compensation Committee. Nonetheless, the Board takes this vote and the opinions of our stockholders seriously and the Compensation Committee will evaluate the outcome of this vote in making future compensation decisions with respect to our named executive officers. The vote on this resolution is intended to address the Company’s overall compensation of our named executive officers and our compensation philosophy and practices, as described in this proxy statement. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution: RESOLVED, that the stockholders of Cal-Maine Foods, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for our 2023 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures provided in this proxy statement. The Board of Directors recommends a vote FOR this resolution because it believes that the policies and practices described in the Compensation Discussion and Analysis are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executives’ long-term interests with those of the stockholders and motivating the executives to remain with the Company for long and productive careers. We urge stockholders to read the Compensation Discussion and Analysis beginning on page 22 of this proxy statement as well as the 2023 Summary Compensation Table and related compensation tables and narrative, appearing on pages 28 through 32, which provide detailed information on the Company’s compensation policies and practices and the compensation of our named executive officers. Approval of this proposal requires the vote of a majority of the voting interest present in person or represented by proxy. For more information on the voting requirements, see “Voting Shares” above. Unless otherwise specified, proxies will be voted FOR the approval of the compensation of our named executive officers. The Board unanimously recommends a vote “FOR” approval of the advisory vote on the compensation of our named executive officers. PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a nonbinding, advisory basis, as to their preference on how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the SEC. We refer to this vote as the “say-on-frequency” vote. Accordingly, we are asking our stockholders to indicate, on a non-binding, advisory basis, whether they would prefer an advisory vote on the compensation of our named executive officers to occur every one, two or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal. The say-on-frequency vote is required to be offered to our stockholders at least once every six years. Our last say-on-frequency vote occurred in 2017. At that year’s meeting, stockholders agreed with our board’s recommendation that advisory votes on executive compensation should occur every three years. Our Board once again recommends that the advisory vote on the compensation of our named executive officers continue to be held every three years, as we believe the cyclicality of the egg industry is such that a reasonable period to evaluate Company results is required in evaluating compensation practices. Although the “say-on-frequency” vote is advisory and non-binding, our Board will carefully consider the outcome of the vote when making future decisions on the frequency of advisory votes on executive compensation. The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board. Because this advisory vote has three possible substantive responses (every year, every two years, or every three years), we will consider stockholders to have “approved” the frequency selected by a plurality of the votes cast. The option that receives the most votes by stockholders will be considered the preferred frequency. For more information on the voting requirements, see “Voting Shares” above. Unless otherwise specified, proxies will be voted for EVERY THREE YEARS. The Board unanimously recommends that stockholders vote to hold the advisory vote on the compensation of our named executive officers EVERY THREE YEARS. PROPOSAL NO. 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee selected the firm of Frost, PLLC of Little Rock, Arkansas, to serve as the independent registered public accounting firm for the Company for fiscal year 2024, and the Board of Directors recommends a vote FOR ratification of such selection. There have been no controversies, disputes or differences of opinion with Frost, PLLC since the firm has been engaged by the Company. Frost, PLLC has extensive experience in serving the poultry and egg industries, and, as a result, the Audit Committee felt they would be particularly well-suited to serve as independent registered public accounting firm for the Company. If the Company’s stockholders do not ratify the selection of Frost, PLLC, the Audit Committee will reconsider this selection. Representatives of Frost, PLLC are expected to attend the Annual Meeting and be available to respond to appropriate questions, and they may make a statement if they desire to do so. Approval of this proposal requires the vote of a majority of the voting interest present in person or represented by proxy. For more information on the voting requirements, see “Voting Shares” above. Unless otherwise specified, proxies will be voted FOR the ratification of Frost, PLLC’s selection.

  43. Pay versus Performance Descriptive Disclosure

    The Board unanimously recommends a vote “FOR” the ratification of the selection of Frost, PLLC as independent registered public accounting firm of the Company. STOCKHOLDER PROPOSALS Stockholder proposals for the 2024 Annual Meeting must comply with the requirements of the SEC and be received in writing by the Company no later than April 13, 2024, to be considered for inclusion in the Company’s proxy materials. Stockholder proposals should be addressed to Cal-Maine Foods, Inc., Post Office Box 2960, Jackson, Mississippi 39207, ATTN: Secretary. Stockholders wishing to present a proposal at the 2024 Annual Meeting without having the proposal included in the Company’s proxy materials must submit the proposal following the procedures described in Rule 14a-8 of the Exchange Act in writing to the Company’s Secretary, at the above address, by June 21, 2024. In order to prevent controversy about the date of receipt of a proposal, the Company strongly recommends that any stockholder wishing to present a proposal submit the proposal by certified mail, return receipt requested. In addition to satisfying the requirements of our By-laws and applicable law, if a shareholder intends to comply with the universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the shareholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be delivered at the above address no later than 60 calendar days prior to the one-year anniversary date of the annual meeting (for the 2024 annual meeting of shareholders, no later than August 7, 2024). If the date of the 2024 annual meeting of shareholders is changed by more than 30 calendar days from such anniversary date, however, then the shareholder must provide notice by the later of 60 calendar days prior to the date of the 2024 annual meeting of shareholders and the 10th calendar day following the date on which public announcement of the date of the 2024 annual meeting of shareholders is first made. OTHER MATTERS The Board of Directors is not aware of any other matters that may come before the Annual Meeting. However, if any other matters are properly brought before the meeting, the proxies named in the enclosed proxy will vote in accordance with their best judgment on such matters. INCORPORATION BY REFERENCE The 2022 Annual Report on Form 10-K contains the audited consolidated balance sheets of the Company at June 3, 2023 and May 28, 2022, and related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for fiscal years ended June 3, 2023 and May 28, 2022. Such financial statements are incorporated herein by reference. By order of the Board of Directors,

  44. Pay versus Performance Descriptive Disclosure

    | | | Max P. Bowman, | | Secretary |

  45. Pay versus Performance Descriptive Disclosure

    Ridgeland, Mississippi August 22, 2023