CAL-MAINE FOODS INC 8-K

What Happened
Cal-Maine Foods, Inc. (CALM) filed an 8-K on June 23, 2026 announcing the Board increased from eight to ten directors and appointed Haley R. Fisackerly as an independent Class II director and Michael J. Highfield as an independent Class III director. The company says the Board determined both meet Nasdaq and Exchange Act independence and committee requirements. Ms. Fisackerly will serve until the 2026 annual meeting and Mr. Highfield until the 2027 annual meeting. Both will join the Board’s Compensation, Audit, and Nominating & Corporate Governance Committees.

Key Details

• Board size increased from 8 to 10 effective June 23, 2026.
• Haley R. Fisackerly (Class II) and Michael J. Highfield (Class III) appointed as independent directors.
• Non-employee director cash compensation: $45,000 annually, paid quarterly in advance.
• Each received a restricted stock award (RSA) with a target grant-date value of $100,000 under the company’s Omnibus LTIP; RSAs vest 100% on January 12, 2029.

Why It Matters
The filing documents changes to Cal-Maine’s governance and committee membership that affect oversight of financial reporting, executive pay and corporate governance. The Board’s assertion of Nasdaq/Exchange Act independence is intended to satisfy regulatory standards for committee service. Compensation and equity awards for the new directors (cash plus RSAs) are disclosed; while not quantified beyond the stated amounts, these grants represent the near-term compensation and potential dilution from equity awards under the company’s long‑term incentive plan. The company also issued a press release (Exhibit 99.1) announcing the appointments.