Executive Change · Material Agreement

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): November 15, 2021 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 Act. ☐ Item 1.01. – Entry into a Material Definitive Agreement On   November   15,   2021,   Cal-Maine   Foods,   Inc.   (the   “Company”)   entered   into   an Amended   and   Restated   Credit Agreement effective as of that date (the “Credit Agreement”), among the Company, as borrower (the “Borrower”), the wholly-owned direct and   indirect   domestic   subsidiaries   of   the   Company   as   guarantors   (the   “Guarantors”),   BMO   Harris   Bank   N.A.   (the “Administrative Agent”), as   Administrative Agent, Swingline Lender and L/C Issuer, BMO Harris Bank N.A., Greenstone Farm Credit Services, ACA,   AgFirst Farm Credit Bank, Compeer   Financial, ACA   and Farm Credit Bank of   Texas, as the initial lenders and such other lenders   from time to time   party thereto (the “Lenders”),   and BMO Capital Markets,   as the sole Lead   Arranger and sole Book   Runner and   GreenStone Farm   Credit Services,   ACA, as   Syndication   Agent.   The Credit   Agreement amends   and restates the Company’s existing Credit Agreement dated July 10, 2018.   The Credit Agreement provides for an increased senior secured revolving credit   facility in an initial aggregate principal amount of up   to $250 Million   (the “Credit Facility”   or “Revolver”), which   includes a $15   Million sublimit for   the issuance of   standby letters of credit and a $15 Million sublimit   for swingline loans.   The Credit Facility also includes an accordion   feature permitting the Borrower, with the consent   of the Administrative   Agent, to increase the Credit   Facility in the aggregate   up to $200 Million by adding one or more incremental senior secured term loans or increasing one or more times   the revolving commitments under the Revolver.   The proceeds of the Credit Facility can be used   by the Company for general working capital and   corporate purposes, capital expenditures, to refinance existing indebtedness, to finance permitted acquisitions and fund fees and expenses associated with the Credit Agreement. As of November 18, 2021, no amounts were borrowed under the Credit   Facility and $4.1 Million in standby letters of credit were issued under the Credit Facility. The Credit Facility has a term of five years and will mature   on November 15, 2026, at which time all amounts outstanding   under the Credit Agreement will be due and payable in full.   The interest rate in connection with loans made   under the Credit Facility will be based, at   the Borrower’s election, on either the Eurodollar Rate plus the Applicable Margin or   the Base Rate plus   the Applicable Margin. The “Base Rate” means a   fluctuating rate per annum equal to the highest of   (a) the federal funds rate plus 0.50% per   annum, (b) the prime rate of interest established by the   Administrative Agent,   and (c) the   Eurodollar Rate   for an interest   period of one   month plus 1%   per annum, subject   to certain interest rate floors.   The “Eurodollar Rate” means the reserve adjusted rate at which Eurodollar deposits   in the London interbank market for an interest period of one, two, three, six or twelve months (as selected by the Borrower)   are quoted.   The “Applicable Margin” means 0.00% to   0.75% per annum for   Base Rate Loans and   1.00% to 1.75% per   annum for Eurodollar Rate Loans,   in each   case   depending   upon   the Total   Funded   Debt   to   Capitalization   Ratio   for   the   Company   at   the   quarterly   pricing   date.   In addition, the Company will pay a commitment fee   on the unused portion of the Credit Facility   payable quarterly from 0.15% to 0.25%   in each case depending   upon the Total   Funded Debt to Capitalization   Ratio for the Company   at the quarterly pricing   date. The Credit Agreement contains customary provisions   regarding replacement of the Eurodollar Rate.   The Credit   Facility is   secured by   a first-priority   perfected security   interest in   substantially all   of the   Borrower’s and the   guarantors’ accounts,   payment   intangibles,   instruments   (including   promissory   notes),   chattel   paper,   inventory   (including   farm products) and deposit accounts maintained with BMO Harris Bank N.A., the   Administrative Agent.   The   Credit Agreement   contains   customary   covenants,   including,   but   not   limited   to,   restrictions   on   the   incurrence   of   liens, incurrence of additional   debt, sales of   assets and other   fundamental corporate changes   and investments. The   Credit Agreement requires maintenance of two financial   covenants: (i) a maximum   Total Funded Debt to Capitalization   Ratio tested quarterly of no greater than 50%;   and (ii) requirement   to maintain Minimum   Tangible Net Worth   at all times   of $700 Million   plus 50% of   net income   (if   net   income   is   positive)   less   permitted   restricted   payments   for   each   fiscal   quarter   after   November   27,   2021.   Additionally, the Credit   Agreement requires that Fred R.   Adams Jr., his spouse, natural   children, sons-in-law or grandchildren,   or any trust, guardianship,   conservatorship or custodianship for   the primary benefit of   any of the   foregoing, or any   family limited partnership, similar limited liability company or other entity   that 100% of the voting control of such   entity is held by any of the foregoing, shall maintain at least 50% of the Company's voting stock.   Failure to satisfy any of these covenants will constitute a default under the terms of   the Credit Agreement.   Further, under the terms of   the Credit Agreement,   payment of   dividends under   the Company's   current dividend   policy of   1/3 of   the Company's   net income   computed in   accordance with   generally accepted accounting principles and payment of   other dividends or repurchases by   the Company of its   capital stock is allowed, as   long as after giving effect to such   dividend payments or repurchases no default   has occurred and is continuing   and the sum of cash   and cash equivalents of the Company and its subsidiaries plus availability under the Revolving Facility equals at   least $50 Million.   The Credit Agreement   also includes   customary events   of default   and customary   remedies upon   the occurrence   of an   event of default, including acceleration of the amounts   due under the Credit Facility and   foreclosure of the collateral securing the   Credit Facility.       The Credit Facility   is guaranteed by   all the wholly-owned   direct and indirect   domestic subsidiaries   of the Company   and the Credit Agreement requires   that any   future wholly-owned   direct or   indirect subsidiaries   of the   Company guarantee   the Credit   Facility and pledge the same collateral as pledged by the Company to secure the Credit Facility.   Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet   Arrangement of a Registrant The   information   contained   in   Item   1.01.   Entry   into   a   Material   Definitive Agreement   of   this   Current   Report   on   Form   8-K   is incorporated herein by reference. Item 5.02 – Departure of Directors or Certain Officers; Election of Directors;   Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement and Appointment of Principal Accounting Officer On   November   17,   2021,   Cal-Maine   Foods,   Inc.   (the   “Company”)   issued   a   press   release   announcing   Michael   D.   (Mike) Castleberry, Vice   President and   Controller and   the Company’s   principal accounting   officer, will   retire from   Cal-Maine Foods effective early   January 2022   and will   no longer   serve as   the principal   accounting officer   effective November   29, 2021.   Castleberry has held this position since 2014 after serving as Director of Accounting since 2013. Effective November   29, 2021,   Matthew S.   Glover has   been appointed   Vice President   – Accounting of   the Company   and will assume the role of principal accounting officer. Glover (age 35)   has served as   Director of Financial   Reporting for Cal-Maine   Foods since 2019.   He previously was   a Senior   Audit Manager at   BKD, LLP, for   ten years where   he worked with   audit clients in   a variety of   industries. Glover holds   a Bachelor of Accountancy degree and   a Master of   Accountancy degree from   the University of   Mississippi. He is   a Certified Public   Accountant.   Glover is a subject to the Company’s standard at-will employment and as a non-executive officer will receive compensation in a manner consistent   with the Company's   compensation of   its similarly   situated non-executive   officers, including   any grants   of long- term equity incentive awards under the Company's long-term incentive plans. There are no arrangements or understandings between Glover and any other person pursuant to which Glover was selected as an officer of   the Company.   Glover does   not have   any family   relationship with   any director   or executive   officer of   the Company. There are no   related party transactions   as of the   date hereof between   Glover and the   Company that would   require disclosure under Item 404(a) of Regulation S-K. A copy of the Company’s press release is attached hereto   as Exhibit 99.1 to this Current Report. Deferred Compensation Plan On November   15, 2021,   the Compensation   Committee of   the Board   of Directors   of Cal-Maine   Foods, Inc.   (the “Company”) approved   and   recommended to   the   Executive   Committee of   the   Board   of   Directors   of   Cal-Maine   Foods,   Inc.   the   Cal-Maine Foods, Inc. Amended   and Restated Deferred Compensation Plan   (the “Plan”), an unfunded deferred compensation   plan designed to provide   deferred compensation   for a   select group   of management   or highly   compensated employees   of the   Company. The Executive Committee   approved the   Plan to   be effective   on December   1, 2021.   The Plan   is not   a qualified   plan under   Section 401(a) of the   Internal Revenue Code   of 1986, as   amended, or subject   to the provisions   of the Employment   Retirement Income Security Act of   1974, as   amended, as   set forth   in the   Plan. The   Plan amends   and restates   the Cal-Maine   Foods, Inc.   Deferred Compensation Plan   adopted by   the   Board   of   Directors   of   the   Company   on   December   28,   2006,   and   previously   amended on September 25, 2008, and December 10, 2008.   A committee of three   persons (the “Committee”)   has been appointed   by the Executive   Committee of the   Board of Directors   to administer the Plan. The   Committee is the   named fiduciary and   plan administrator under the   Plan and in   general is responsible for the management and   administration of the Plan. The Chief   Executive Officer of the Company   may remove, with or without cause, any member of   the Committee, and name   his or her successor,   and fill any vacancy   caused by death, resignation,   or any other reason. The members of the Committee currently are Adolphus B. Baker, Chairman of the Board, Chief Executive Officer and Director, Sherman   L. Miller, President, Chief   Operations Officer and   Director, and Max   P. Bowman, Vice President,   Chief Financial Officer, Treasurer, Secretary and Director of the Company.           Eligibility to   participate in   the Plan   is limited   to employees   of the   Company who   are part   of a   select group   of management   or highly compensated   employees, as   selected by   the Committee (“Participants”),   except that   the Compensation Committee   shall determine the amount of any contributions and other incentives or benefits under the Plan for any Participants who are members of the Executive Committee of   the Board of Directors.   A Deferral   Account, a Long-Term Incentive Contribution   Account, and an In-Service Account will be established for each Participant for the purpose of determining the deferred compensation payable to a Participant.   The Deferral Amounts   made pursuant   to a   Participant’s annual   Deferral Election   to defer   a portion   of his   or her Base Salary and/or Bonus Compensation will   be allocated to a Participant’s Deferral   Account or In-Service   Account. Long-Term Incentive   Contributions   credited   on   behalf   of   a   Participant   by   the   Company   will   be   allocated   to   a   Participant’s   Long-Term Incentive Contribution Account. The “Deemed   Investment Options” selected by the Participant for each of his or her   Account(s) will   be   used   as   a   measuring   device   for   determining   the   Deemed   Investment   gains   or   losses   of   a   Participant’s Account(s). A Participant will have no real or beneficial ownership   in any security or other investment represented by the   Deemed Investment Options. A Participant’s interest in his or her Deferral Account and In-Service Account will be 100% vested at all times.   Unless otherwise set forth in   a Participant’s Participation Agreement, and subject   to certain accelerated vesting   provisions, Long-Term Incentive   Contributions will   become   100% vested   on   December   31   of   the   fifth   Plan Year   following   the   year   the   Long-Term Incentive   Contribution   is   credited   on   behalf   of   a   Participant   by   the   Company   to   the   Participant’s   Long-Term   Incentive Contribution Account.   However, any Employee   who was a   Participant as of   December 11, 2006, is   100% vested in   all Long-Term Incentive   Contributions,   except   that   all   Participants   forfeit   any   Long-Term   Incentive   Contributions   credited   in   2021   or   after (including deemed investment gains or losses) if terminated for Cause. Deferred compensation benefits that are based on Deferred Compensation Accounts established prior to the 2022 Plan Year will be payable upon separation from service, as determined by the Committee. Benefit payments will be made in a single lump sum or in annual installments   as provided in the   Plan, subject to permitted   delays in payment in   specified circumstances. Payments, in any case, will   be made in a single   lump sum if a   Participant terminates employment before   age 55 for reasons   other than death, or if the value   of the Participant’s   account is $10,000 or   less upon termination   of employment for any   reason. All   costs of the Plan will be borne by the Company. Long-Term Incentive Contribution Accounts and Deferral Accounts will be paid to Participants on the earlier of their separation from service   or death.   In-Service Accounts will   be paid   to Participants   at the   Specified Time   selected in   the Participant’s   In- Service Account Election.   Each year   during the   annual enrollment,   Participants will   elect whether   the following   year Deferral Amounts and Long-Term Incentive Contributions   will be paid in a lump sum   or 5, 10 or 15 annual installments.   If a Participant’s balance is less than $10,000 at their separation from service, the payments shall be made in a lump sum. The Plan may be   amended or terminated by the   Board at any time,   without decreasing the interests of   Participants. Participants are   not   conferred   any   right   to   continued   employment with   the   Company,   or   any   other   rights   against   the   Company   except   as specified in the Plan. A copy of the Plan   is filed with this   Form 8-K as Exhibit   No. 10.2. As of the date of   this Form 8-K, there are 8 Participants under the Plan. Item 9.01 – Financial Statements and Exhibits (d)   Exhibits Exhibit Number Description 10.1 Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the Guarantors,   BMO Harris Bank N.A., as Administrative   Agent, and the Lenders. 10.2 Deferred Compensation Plan, dated November 15, 2021 99.1 Press Release issued by the Company on November 18, 2021 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: November 18, 2021 By:   /s/ Max P. Bowman   Max P. Bowman   Director, Vice President, and Chief Financial Officer