Cal-maine Foods Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect three Class II directors (Max P. Bowman, Haley R. Fisackerly and Letitia C. Hughes) to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (including the Compensation Discussion and Analysis and compensation tables).

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder endorsement to validate its pay-for-performance approach, which for fiscal 2026 included base salary adjustments, annual cash bonuses tied to profitability, restricted stock awards (RSAs) and performance share units (PSUs) with multi-year performance metrics (cumulative adjusted EBITDA and relative TSR). The vote is non-binding, but the Board and the Compensation Committee state they will consider the outcome when setting future pay policies and awards; the Company follows a triennial frequency for say-on-pay votes consistent with prior shareholder preference. The context includes recent pay changes (notably base salary increases in 2026 following Mercer benchmarking), implementation of PSUs beginning in fiscal 2026 to strengthen long-term alignment, and a disclosed philosophy of linking incentive pay to financial and operating performance while maintaining retention features (severance/change-in-control protections, deferred compensation and SERP). Management frames the program as balanced with governance protections — independent Compensation Committee oversight, an independent consultant (Mercer), clawback policy, anti-hedging/limited pledging rules, and double-trigger treatment on change-in-control payments — to mitigate excessive risk-taking. The Board’s stated rationale for recommending FOR is that the compensation program effectively rewards sustained company performance, aligns executive and shareholder interests, and helps retain key executives needed to execute strategy. For a sophisticated analyst, relevant issues include the non-binding nature of the vote, the introduction of PSUs that measure relative TSR and cumulative adjusted EBITDA, recent significant increases in CEO and other NEO salaries and how those increases correlate with multi-year performance, and the interplay between retention features (e.g., SERP, severance agreements) and incentive alignment. The Board’s commitment to consider shareholder feedback and the existence of independent oversight and benchmarking reduce governance risk, but investors should assess whether the mix and quantum of pay and change-in-control protections remain proportionate given company performance and sector peers.

3. 3

   Ratification of Selection of Frost, PLLC as Independent Registered Public Accounting Firm for Fiscal Year 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Frost, PLLC as the Company’s independent registered public accounting firm for fiscal year 2027.

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When is the Cal-maine Foods Inc 2026 annual meeting?

Cal-maine Foods Inc (CALM) holds its 2026 annual shareholder meeting on Friday, October 2, 2026.

What is the record date for the Cal-maine Foods Inc 2026 meeting?

The record date for the Cal-maine Foods Inc 2026 meeting is Friday, August 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cal-maine Foods Inc's 2026 meeting?

The board is presenting 3 director nominees at the Cal-maine Foods Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cal-maine Foods Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cal-maine Foods Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.