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 of 1934

Date of Report (Date of Earliest Event Reported):

October 3, 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

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 5.07.

Submission of Matters to a Vote of Security Holders.

The Company’s Annual

Meeting of Stockholders was held on October 5, 2025 (the “Annual Meeting”).

Proposal No. 1:

Election of Class

I 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

Sherman L. Miller

34,460,547

2,563,385

5,124,908

Camille S. Young

15,357,286

21,666,646

5,124,908

Melanie Boulden

36,619,280

404,652

5,124,908

Proposal No. 2: Ratification

of the selection of Frost,

PLLC as the independent registered

public accounting firm for

the

Company for fiscal 2026.

The Company’s stockholders approved

the proposal by the following vote:

Votes

For

Votes

Against

Abstentions

Non-Votes

41,853,098

211,590

84,152

N/A

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

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:

October 3, 2025

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

CAL-MAINE FOODS INC 8-K