---
schema_version: "secwatch.filing_event.v1"
accession: "0001562762-23-000366"
form_type: "8-K"
ticker: "CALM"
cik: "0000016160"
company_name: "CAL-MAINE FOODS INC"
filed_at: "2023-10-06T23:59:59+00:00"
generated_at: "2026-06-10T03:29:14.967292+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Cal-Maine Foods stockholders elect all director nominees and approve say-on-pay

## Summary
- All 7 director nominees elected; Adolphus B. Baker received 62.8M for vs 19.4M withheld.
- Say-on-pay approved with 78.5M for, 3.6M against, 125K abstentions.
- Stockholders selected a three-year frequency for future say-on-pay votes (56.6M votes).
- Ratification of Frost PLLC as auditor for FY2024 approved with 87.1M for, 295K against.

## SEC filing metadata
- accession: 0001562762-23-000366
- form_type: 8-K
- ticker: CALM
- cik: 0000016160
- company_name: CAL-MAINE FOODS INC
- filed_at: 2023-10-06T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/0001562762-23-000366-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/calm8k20231006.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001562762-23-000366
- JSON: https://secwatch.observer/filing/0001562762-23-000366.json
- Plain text: https://secwatch.observer/filing/0001562762-23-000366.txt

## Key facts
- Shareholder Votes
  CAL-MAINE FOODS INC shareholders voted on Vote on frequency of future votes on executive compensation at the 2023-10-06 meeting.
  - Proposal: say on pay frequency
  - Meeting: 2023-10-06
  source text: Proposal No. 3: Vote on frequency of future votes on executive compensation. The Company’s stockholders approve the proposal by the following vote: One Year Two Years Three Years Abstain Non-Votes 25,462,606 121,545 56,564,301 85,799 5,225,801
  evidence_url: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/0001562762-23-000366-index.htm
- Shareholder Votes
  CAL-MAINE FOODS INC shareholders approved Election of Directors at the 2023-10-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-10-06
  source text: Proposal No. 1: 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 stockholders and until their successors are elected and qualified. Nominees for the Board of Directors of the Company: Names Votes For Votes Withheld Non-Votes Adolphus B. Baker 62,843,592 19,390,659 5,225,801 Max P. Bowman 69,996,455 12,237,796 5,225,801 Letitia C. Hughes 65,006,676 17,227,575 5,225,801 Sherman L. Miller 72,102,336 10,131,915 5,225,801 James E. Poole 64,932,815 17,301,436 5,225,801 Steve W. Sanders 66,387,583 15,846,668 5,225,801 Camille S. Young 66,808,403 15,425,848 5,225,801
  evidence_url: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/0001562762-23-000366-index.htm
- Shareholder Votes
  CAL-MAINE FOODS INC shareholders approved Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2024 at the 2023-10-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-10-06
  source text: Proposal No. 4: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2024. The Company’s stockholders approved the proposal by the following vote: Votes For Votes Against Abstentions Non-Votes 87,069,604 295,584 94,864 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/0001562762-23-000366-index.htm
- Shareholder Votes
  CAL-MAINE FOODS INC shareholders approved Advisory vote on the compensation of our named executive officers at the 2023-10-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-10-06
  source text: Proposal No. 2: Advisory vote on the compensation of our named executive officers. The Company’s stockholders approve the proposal by the following vote: Votes For Votes Against Abstentions Non-Votes 78,521,394 3,587,645 125,212 5,225,801
  evidence_url: https://www.sec.gov/Archives/edgar/data/16160/000156276223000366/0001562762-23-000366-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.