Unassociated Document
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): September 30, 2011
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-04892
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64-0500378
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3320 Woodrow Wilson Avenue
Jackson, MS 39207
(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):
q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Shareholders was held on September 30, 2011.
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 shareholders and until their successors are elected and qualified.
Nominees of the Board of Directors of the Company
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Names
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Votes For
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Votes Withheld
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Non-Votes
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Fred R. Adams Jr.
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38,201,282
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2,160,046
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2,796,334
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Adolphus B. Baker
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38,690,211
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1,671,117
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2,796,334
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Timothy A. Dawson
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36,939,562
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3,421,766
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2,796,334
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Letitia C. Hughes
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40,121,994
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239,334
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2,796,334
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James E. Poole
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40,119,810
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241,518
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2,796,334
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Steve W. Sanders
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40,143,455
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217,873
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2,796,334
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Ratification of the Appointment of Frost, PLLC as the Independent Registered Public Accountants of the Company for Fiscal 2012. The Company’s stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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43,088,859
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35,015
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33,778
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0
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An advisory vote on approval of executive compensation. RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussed is hereby approved. The Company’s stockholders approved the proposal by the following vote:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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40,136,417
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192,596
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32,415
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2,796,224
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Advisory vote on the frequency of future votes on executive compensation. The Company’s stockholders approved the proposal for a vote on the frequency of future votes on executive compensation every 3 years by the following vote:
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Votes For
(1 Year)
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Votes For
(2 Years)
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Votes For
(3 Years)
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Abstentions
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Non-Votes
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5,999,413
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86,435
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34,253,783
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21,797
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2,796,224
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No other matters were voted upon at the annual meeting.
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.
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CAL-MAINE FOODS, INC.
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Date: October 4, 2011
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By:
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/s/ Adolphus B. Baker
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Adolphus B. Baker
President and Chief Executive Officer
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