UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): October 6, 2017

Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
000-04892
64-0500378
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


3320 W Woodrow Wilson Ave
Jackson, MS 39209-3409
(Address of principal executive offices, including 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))

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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on October 6, 2017.

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
68,582,735
15,036,998
4,989,395
Timothy A. Dawson
73,667,658
9,952,075
4,989,395
Letitia C. Hughes
76,895,107
6,721,196
4,989,395
Sherman L. Miller
75,705,935
7,913,798
4,989,395
James E. Poole
75,649,056
7,967,247
4,989,395
Steve W. Sanders
77,242,087
6,374,216
4,989,395

Proposal No. 2: Advisory vote on the compensation of our named executive officers. The Company's stockholders approved, on an advisory basis, a resolution approving the compensation of the Company's named executive officers by the following vote:

Votes For
Votes Against
Votes Withheld
Non-Votes
81,352,693
2,073,406
191,919
4,989,395

Proposal No. 3: Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. The Company's stockholders voted to hold advisory votes on the compensation of our named executive officers every three years by the following vote:

One Year
Two Years
Three Years
Abstain
Non-Votes
17,518,849
191,065
65,711,667
196,437
4,989,395

In accordance with the results of the vote on this proposal, the Company, based on the recommendation of its Board of Directors and the vote of its stockholders, will hold an advisory vote on the compensation of its named executive officers every three years until the next required vote on the frequency of stockholder votes on the compensation of executives, which will occur no later than the Company’s annual meeting of stockholders in 2023.

Proposal No. 4: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2018. The Company’s stockholders approved the proposal by the following vote:

 
 
 
 
Votes For
Votes Against
Abstentions
Non-Votes
88,326,917
124,654
155,842
-

No other matters were voted upon at the annual meeting.

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SIGNATURES

Pursuant to the requirements of 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: October 6, 2017
By:
/s/ Timothy A. Dawson
 
Timothy A. Dawson
Director, Vice President, and Chief Financial Officer


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