WASHINGTON, DC 20549

8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):

April 1, 2024

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

39157

(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 intendedto 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) underthe Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of theAct:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

The

Global Select Market

Indicate by check mark whether the registrant is an emerging growth companyas defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected notto use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Item 5.02.

Act.

☐

 

 

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On April1, 2024, Charles J.Hardin, Senior VicePresident – Salesof Cal-Maine Foods, Inc.(the “Company”) informed theBoard

of his retirement effective July 23, 2024.

Item 8.01 Other Events

Scott Hull,Vice Presidentof Sales,will assumethe executiveofficer rolepreviously heldby Hardin,effectively immediately.

Hardin will continueto work with Hullthrough the transitionperiod until his officialretirement date. Hulljoined the Company

in 2009. Hehas worked closelywith Hardinin his mostrecent position,as well asin his priorrole as NationalSales Manager.

He previously servedas a generalmanager at theCompany’s Louisburg,North Carolina, locationbefore joining thesales team

in 2014.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit

Number

Description

99.1

104

Cover Page Interactive Data File, (embedded within the Inline XBRL document)

Pursuant to the requirements for 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.

CAL-MAINE FOODS, INC.

Date:

April 4, 2024

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer Sherman Miller, President and CEO