Cal-Maine founder family may sell voting control; board classified, cumulative voting eliminated

CAL-MAINE FOODS INC

Daughters' LLC holds 52% voting power; if all Class A shares converted to common, voting power falls to 12%.
Family members granted 12-month registration rights to sell common shares following Class A Conversion.
Charter amendments: classified board, supermajority charter amendment, no cumulative voting, no written consent.
Board authorized to issue up to 10 million shares of undesignated preferred stock.
Conversion Agreement does not require family to convert or sell; no change of control has occurred.

item 1.01 item 1.02 item 5.01 item 5.03 item 5.07 item 7.01 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: Third Amended and Restated Certificate of Incorporation authorizes undesignated preferred stock, classified board, eliminates cumulative voting, requires cause for director removal, restricts vacancy filling, and imposes supermajority vote for charter amendments.

Change: charter amendment

Exact text from the filing

As described in Item 1.01, the Restated Charter will become effective upon filing with the Delaware Secretary of State, which the Company expects to occur on or promptly after the 20th calendar day following the distribution of the definitive Information Statement to stockholders.

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CAL-MAINE FOODS INC filing history →

Source: SEC EDGAR

accession 0001562762-25-000030

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