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0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2025-08-11 2025-08-11
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
August 11, 2025
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
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 intended
 
to 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) under
 
the Exchange Act (17 CFR 240.14d-2(b))
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under
 
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
 
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
 
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company
 
as 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 not
 
to 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 August 11,
 
2025, the
 
board of
 
directors (the
 
“Board”) of
 
Cal-Maine Foods,
 
Inc. (the
 
“Company”) increased
 
the size
 
of the
Board from seven
 
to eight directors,
 
designated the newly
 
created directorship
 
as a Class I
 
directorship, and
 
appointed Melanie
Boulden
 
as an
 
independent
 
Class I
 
director,
 
to
 
serve
 
until
 
the
 
Company’s
 
2025
 
annual meeting
 
of
 
stockholders
 
and until
 
her
successor
 
is
 
duly
 
elected
 
and
 
qualified.
 
Effective
 
September
 
1,
 
2025,
 
Ms.
 
Boulden
 
will
 
join
 
the
 
Compensation, Audit,
 
and
Nominating and Corporate Governance Committees.
 
The Board affirmatively determined that
 
Ms. Boulden is independent
 
within
the meaning of Nasdaq’s Listing Standards and meets all applicable requirements to serve on each such committee, including the
requirements of Nasdaq and the Securities Exchange Act
 
of 1934, as amended (the “Exchange
 
Act”) and the regulations pursuant
thereto.
Ms.
 
Boulden
 
will
 
be
 
compensated
 
for
 
her
 
services
 
in
 
accordance
 
with
 
the
 
Company’s
 
non-employee
 
director
 
compensation
program which provides for an annual fee of $45,000. The fee is paid in quarterly
 
installments, in advance. On August 11, 2025,
Ms. Boulden received
 
a grant of 938 restricted
 
stock awards (“RSAs”) under
 
the Company’s Amended and Restated
 
Cal-Maine
Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended.
 
Such RSAs vest 100% on January 14, 2028.
Item 7.01 Regulation FD Disclosure
On August 11, 2025
 
the Company issued a press
 
release announcing the appointment of Ms.
 
Boulden as a Class I
 
director. A
 
copy
of the Company’s press release is attached hereto as Exhibit 99.1 to this Current
 
Report.
On August 11, 2025, the Company issued a press release announcing the appointment of Keira Lombardo as the Company’s first
Chief Strategy Officer. A copy of the Company’s press release is attached hereto as Exhibit 99.2 to this Current Report.
In accordance with
 
General Instruction B.2
 
of Form 8-K, the
 
information in this
 
Item 7.01 of this
 
Current Report on Form
 
8-K,
including Exhibits 99.1 and
 
99.2 hereto, which are
 
furnished herewith pursuant to
 
and relate to this
 
Item 7.01, shall not
 
be deemed
"filed" for
 
purposes of Section
 
18 of
 
the Exchange Act, or
 
otherwise be
 
subject to the
 
liabilities of
 
Section 18
 
of the Exchange
Act.
 
The
 
information
 
in
 
this
 
Item
 
7.01
 
of
 
this
 
Current
 
Report
 
on
 
Form
 
8-K
 
and
 
Exhibits
 
99.1
 
and
 
99.2
 
hereto
 
shall
 
not
 
be
incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of
1933, as
 
amended, the
 
rules and
 
regulations of
 
the SEC
 
thereunder, the
 
Exchange Act, or
 
the rules
 
and regulations
 
of the
 
SEC
thereunder except as shall be expressly set forth by specific reference to this Form 8-K
 
in such filing or document.
Item 8.01 Other Events
On August 11, 2025,
 
the Company appointed Keira Lombardo as the Company’s first
 
Chief Strategy Officer, an executive officer
of the
 
Company, effective
 
immediately. Ms.
 
Lombardo is
 
a seasoned
 
food and
 
agriculture executive
 
with over
 
two decades
 
of
experience
 
leading transformation and growth across complex, multi-stakeholder food
 
systems.
Item 9.01.
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
Description
99.1
99.2
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
 
SIGNATURES
 
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:
August 11, 2025
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer MELANIE BOULDEN TO COMPANY’S BOARD OF DIRECTORS
EX-99.1 5 exhibit991.htm EX-99.1 exhibit991
 
exhibit991p1i0
Exhibit 99.1
Contacts:
Sherman Miller, President and CEO
Max P. Bowman,
 
Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. NAMES
RIDGELAND, Miss. (August 11,
 
2025) - Cal-Maine Foods,
 
Inc. (NASDAQ: CALM) (“Cal-Maine Foods”
 
or
the
 
“Company”)
 
today
 
announced
 
that
Melanie
 
Boulden
 
was
 
appointed
 
to
 
the
 
Company’s
 
Board
 
of
Directors
 
as
 
an
 
independent
 
director,
 
effective
 
August
 
11,
 
2025.
 
She
 
will
 
serve
 
until
 
the
 
2025
 
Annual
Meeting of Shareholders, after which she will stand for reelection as a Class I Director to serve for a three-
year
 
term.
 
Boulden
 
will
 
join
 
the
 
Compensation,
 
Audit,
 
and
 
Nominating
 
and
 
Corporate
 
Governance
Committees,
 
effective September 1, 2025.
Boulden
 
brings
 
over
 
25
 
years
 
of
 
experience
 
in
 
corporate
 
marketing
 
for
 
leading
 
global
 
food
 
and
consumer brands
 
to Cal-Maine
 
Foods.
 
She served
 
as Executive
 
Vice President
 
and Chief
 
Growth Officer
for Tyson Foods, Inc. a multinational
 
protein-focused food company, from
 
February 2023 to May 2025.
 
In
this
 
role,
 
she
 
led
 
innovation,
 
research
 
and
 
development,
 
consumer
 
insights
 
and
 
analytics,
 
category
management,
 
demand
 
planning,
 
marketing
 
communications,
 
corporate
 
branding
 
and
 
corporate
communications across the
 
business. Boulden previously
 
held roles as
 
Group President,
 
Prepared Foods of
Tyson
 
Foods;
 
Chief
 
Marketing Officer
 
of
 
the
 
North
 
America operating
 
unit
 
of
 
The
 
Coca-Cola
 
Company,
leading
 
a
 
multibillion-dollar
 
brand
 
portfolio
 
consisting
 
of
 
more
 
than
 
20
 
brands;
 
President
 
of
 
the
 
Still
Beverages
 
business
 
unit
 
at
 
Coca-Cola
 
North
 
America,
 
leading
 
the
 
water,
 
sports
 
drinks,
 
tea
 
and
 
coffee
businesses;
 
and
 
President
 
and
 
General
 
Manager
 
of
 
Venturing
 
and
 
Emerging
 
Brands.
 
Boulden’s
 
earlier
corporate experience
 
includes senior
 
global marketing
 
roles at
 
Reebok International,
 
Ltd., Crayola
 
LLC,
Kraft Foods Group Inc., and Henkel Consumer Goods, USA.
 
Boulden currently serves as a member of the board of directors of Adobe Inc. She holds a Bachelor
of
 
Science degree
 
from Iowa
 
State University
 
and a
 
Master of
 
Business Administration
 
degree from
 
the
University of Iowa with concentrations in finance and marketing.
 
Dolph Baker, chairman of
 
the Board of
 
Directors of Cal-Maine Foods,
 
stated “We are
 
delighted to
welcome Melanie
 
Boulden to
 
our Board
 
of Directors
 
as an
 
independent director.
 
As a
 
seasoned Fortune
500 senior executive
 
working with leading
 
global food brands
 
and consumer goods,
 
she is an
 
ideal fit for
Cal-Maine Foods
 
and our
 
strategic vision.
 
As we
 
continue to
 
expand our
 
market reach
 
and diversify
 
our
product
 
portfolio,
 
we
 
will
 
benefit
 
from
 
her
 
extensive
 
marketing
 
experience,
 
brand
 
development
 
and
consumer insight.”
 
Sherman
 
Miller,
 
president
 
and
 
chief
 
executive
 
officer
 
of
 
Cal-Maine
 
Foods,
 
added
 
“We
 
believe
Melanie’s background in prepared foods will be especially invaluable and will support the ongoing growth
and
 
development
 
of
 
our
 
Meadowcreek
 
Foods,
 
Crepini
 
Foods
 
and
 
Echo
 
Lake
 
Foods
 
operations.
 
Her
impressive history as an
 
innovative leader focused on
 
operational excellence aligns
 
well with our corporate
culture and will complement
 
the work and experience of
 
our other board members.
 
We are confident she
will make an immediate
 
contribution to our Board
 
of Directors, and we
 
look forward to
 
working together
as we continue to execute our growth strategy.”
About Cal-Maine Foods
Cal-Maine
 
Foods,
 
Inc.
 
is
 
primarily
 
engaged
 
in
 
the
 
production,
 
packaging,
 
marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised
 
and
 
nutritionally
 
enhanced
 
eggs,
 
as
 
well
 
as
 
a
 
variety
 
of
 
egg
 
products
 
and
 
prepared
 
foods.
 
The
Company, which
 
is headquartered
 
in Ridgeland,
 
Mississippi, is
 
the largest
 
producer and
 
distributor of
 
fresh
shell eggs in the nation and sells most of its shell eggs throughout the majority of the United
 
States.
-END-
EX-99.2 7 exhibit992.htm EX-99.2 exhibit992
exhibit992p1i0
Exhibit 99.2
Contacts:
Sherman Miller, President and CEO
Max P. Bowman,
 
Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. APPOINTS KEIRA LOMBARDO AS
 
COMPANY’S FIRST CHIEF STRATEGY OFFICER
RIDGELAND, Miss.(August 11, 2025)
 
—
Cal-Maine Foods, Inc. (NASDAQ: CALM (“Cal-Maine Foods” or
the “Company”),today announced the appointment of Keira Lombardo as the Company’s
 
first-ever Chief
Strategy Officer (CSO), effective today.
The creation of this role underscores Cal-Maine Food’s
 
commitment to delivering long-term value
through operational excellence, innovation,
 
and deeper stakeholder
 
engagement. As CSO,
 
Lombardo will
work with
 
the senior
 
leadership team
 
to further
 
accelerate and
 
shape enterprise
 
priorities—building on
 
Cal-
Maine Food’s leadership role in a rapidly changing marketplace.
Lombardo is a
 
seasoned food and
 
agriculture executive
 
with over two
 
decades of experience
 
leading
transformation and
 
growth
 
across complex,
 
multi-stakeholder food
 
systems. She
 
brings
 
a
 
performance-
driven mindset
 
grounded in
 
purpose and
 
a deep
 
commitment to
 
the people
 
and principles
 
that power
 
a
resilient,
 
sustainable
 
food
 
supply—today
 
and
 
for
 
the
 
future.
 
Lombardo
 
most
 
recently
 
served
 
as
 
Chief
Executive Officer
 
of Dairy MAX,
 
a leading
 
dairy organization
 
representing 700 dairy
 
farmers and
 
15% of
the
 
U.S. milk
 
supply. Under
 
her
 
leadership, Dairy
 
MAX
 
implemented an
 
ROI-focused operating
 
model,
aligned its structure, talent, and strategic focus, and elevated
 
dairy as a smart, affordable choice rooted in
wellness,
 
trust,
 
and
 
sustainability.
 
Before
 
joining
 
Dairy
 
MAX,
 
she
 
was
 
a
 
senior
 
executive
 
at
 
Smithfield
Foods, where she played a key role in repositioning the company from a commodity protein producer to a
branded, purpose-driven
 
CPG business—leading
 
functions across
 
corporate affairs,
 
people and
 
culture, and
stakeholder strategy.
Lombardo’s
 
responsibilities
 
at
 
Cal-Maine
 
Foods
 
will
 
include
 
partnering
 
on
 
enterprise
 
strategy,
stakeholder engagement, corporate affairs, public relations, and digital integration.
 
She will work to align
the
 
Company’s internal
 
vision
 
with
 
external priorities,
 
ensuring that
 
purpose, performance,
 
and culture
reinforce one another.
 
“Keira
 
brings
 
a
 
rare
 
combination
 
of
 
strategic
 
discipline,
 
stakeholder
 
fluency,
 
and
 
food
 
system
insight to
 
Cal-Maine Foods,”
 
said Sherman
 
Miller, president
 
and chief
 
executive officer
 
of Cal-Maine
 
Foods.
“Her
 
leadership
 
will
 
support
 
our
 
ability
 
to
 
continue to
 
execute
 
our
 
long-term strategy
 
and
 
leverage
 
our
disciplined capital allocation
 
into meaningful
 
stakeholder returns—partnering
 
with the team
 
to unlock
 
new
growth opportunities,
 
navigate complexity, and strengthen our performance in a dynamic
 
environment.”
Lombardo stated,
 
“Cal-Maine Foods
 
leads with
 
scale and
 
operational strength—and
 
continues to
evolve
 
through
 
innovation,
 
discipline,
 
and
 
strategic
 
focus.
 
I
 
look
 
forward
 
to
 
collaborating
 
with
 
the
leadership team to build on that momentum and help drive long-term
 
value across the business.”
About Cal-Maine Foods
Cal-Maine
 
Foods,
 
Inc.
 
is
 
primarily
 
engaged
 
in
 
the
 
production,
 
packaging,
 
marketing
 
and
distribution
 
of
 
fresh
 
shell
 
eggs,
 
including
 
conventional,
 
cage-free,
 
organic,
 
brown,
 
free-range,
 
pasture-
raised
 
and
 
nutritionally
 
enhanced
 
eggs,
 
as
 
well
 
as
 
a
 
variety
 
of
 
egg
 
products
 
and
 
prepared
 
foods.
 
The
Company, which
 
is headquartered
 
in Ridgeland,
 
Mississippi, is
 
the largest
 
producer and
 
distributor of
 
fresh
shell eggs in the nation and sells most of its shell eggs throughout the majority of the United
 
States.
-END-