Cal-Maine eliminates dual-class stock structure; Daughters' LLC loses majority voting control

CAL-MAINE FOODS INC

All 4,800,000 Class A shares converted into Common shares on April 14, 2025, with one vote per share (down from ten).
Daughters' LLC and its members no longer hold majority voting power; company is no longer a Nasdaq 'controlled company'.
Authorized share count reduced by 4,800,000 due to retirement of Class A shares; economic rights unchanged.
Conversion was exempt from registration under Section 3(a)(9) of the Securities Act.

item 3.02 item 3.03 item 5.03 item 5.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CAL-MAINE FOODS INC: Filed Certificate of Retirement to eliminate Class A Shares and reduce authorized capital stock by 4,800,000, then filed Fourth Restated Charter which restates and integrates operative provisions without further amendment (effective 2025-04-15).

Change: charter amendment
Effective: 2025-04-15

Exact text from the filing

Pursuant to Article IV, Section 5(t) of the Third Restated Charter, Class A Shares acquired by the Company as a result of conversion may not be reissued and must be cancelled, retired and eliminated from the shares that the Company is authorized to issue. In accordance with such provision and Section 243 of the DGCL, and as approved by the Company’s Board of Directors, after the Class A Conversion, the Class A Shares were retired, and on April 15, 2025 the Company filed a Certificate of Retirement with the Delaware Secretary of State, which became effective upon filing.

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CAL-MAINE FOODS INC filing history →

Source: SEC EDGAR

accession 0001213900-25-032567

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