[ ]	Preliminary Proxy Statement

[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]	Definitive Proxy Statement

[ ]	Definitive Additional Materials

[ ]	Soliciting Material Pursuant to §240.14a-12

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

[ ]	Fee paid previously with preliminary materials.

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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1.

An amendment of the Company’s Restated Certificate of Incorporation, as amended, to change the restrictions on who may hold Class A Common Stock, with 10 votes per share, without conversion into Common Stock, with one vote per share, in order to facilitate estate planning for the Company’s founder and Chairman Emeritus, Fred R. Adams, Jr., and to add certain other related provisions negotiated with the Special Committee as described below;

2.	An amendment of the Company’s Restated Certificate of Incorporation, as amended, to update certain provisions that are out-of-date, obsolete or inoperative and to correct one typographical error; and

3.	Such other matters as may properly come before the Special Meeting or any adjournments thereof by or at the direction of the Board of Directors, to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended.

•	The Notice of Special Meeting and Proxy Statement for a Special Meeting of Stockholders

•	The form of proxy card being distributed to stockholders in connection with the Special Meeting of Stockholders

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1.	An amendment of the Company’s Restated Certificate of Incorporation, as amended, to change the restrictions on who may hold Class A Common Stock, with ten votes per share, without conversion into Common Stock, with one vote per share, in order to facilitate estate planning for the Company’s founder and Chairman Emeritus, Fred R. Adams, Jr., and

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2.	An amendment of the Company’s Restated Certificate of Incorporation, as amended, to update certain provisions that are out-of-date, obsolete or inoperative and to correct one typographical error (the “Ancillary Amendment”).

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a sunset provision pursuant to which all of the outstanding Class A Common Stock will automatically convert into Common Stock if either: (a) less than 4,300,000 shares of Class A Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees, or (b) if less than 4,600,000 shares of Class A Common Stock and Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees;

•	a provision providing that once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired and may not be reissued; and

•

provisions providing or clarifying that the Class A Common Stock and Common Stock will be treated identically with respect to consideration in a merger or tender offer, dividends or other distributions (except pro rata subdivisions, combinations, stock splits or dividends, where the Class A Common Stock would continue to have ten votes per share, rather than one vote per share like Common Stock), and distribution rights in the event of dissolution.

•	The Class A Common Stock Amendment was revised as described above under “What will happen if the Class A Common Stock Amendment becomes effective?”

•	It was agreed that the Board will adopt formal Corporate Governance Guidelines, which will provide that at least three independent directors will serve on the Board and that Mr. Baker will meet with the Board from time to time to discuss succession planning.

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Multiple changes were made to the proposed form of Agreement Regarding Common Stock and the Registration Rights exhibit attached thereto, and certain arrangements related thereto in order to mitigate concerns about a large amount of stock of the Company being sold by the Immediate Family Members in the open market in order to pay for certain estate tax liabilities following the death of Mr. Adams, including, but not limited to:

◦	In connection with the estate planning actions, Mrs. Adams, the Daughters and the related entities would agree to cooperate with the Company in any proposed transfer of shares of Common Stock that they own or will own, and to ensure that all appropriate securities filings and reports are timely made.

◦	If any of Mrs. Adams, the Daughters, or the related entities intend to sell any shares, they would first give the Company a right of first refusal to purchase such shares.

◦	The price payable by the Company to purchase shares pursuant to the exercise of the right of first refusal will reflect a 6% discount to the then-current market price based on the 20 business-day volume weighted average price (VWAP), intended to reflect the all-in discount to the market price at which the shares could otherwise be expected to be sold in a marketed offering.

•	It was agreed that the Conservatorship will pay for the costs of the Special Committee relating to the transactions being considered at this time, including fees of counsel and the financial adviser to the Special Committee, up to $750,000.

•	The Company will retain the corporate governance and regulatory benefits and flexibility available to controlled companies, including cost savings.

•	The Company will remain less subject to short-term earnings pressures and will be able to continue to focus more on long-term stockholder value, which is of particular importance to the Company because it is in a very cyclical business.

•	The Company will continue to avoid vulnerability to opportunistic takeover attempts that could occur during an industry downturn or at another time that is not optimal for a sale, which is also of particular importance to the Company because it is in a very cyclical business.

•	The Company can mitigate management succession risk and employee turnover, and facilitate the stability and continuity of management, employees and strategy.

•	There will be more stability in shares held as a control block through a limited liability company (which requires an amendment to the Current Charter for the Class A Common Stock), compared to shares being held individually and subject to a voting agreement and irrevocable proxy (which could be effected without amending the Current Charter).

•	Under the Company’s dual class capital structure (which will remain in place whether or not the Class A Common Stock Amendment is effected), the voting power of the Immediate Family Members does not reflect their equity interest in the Company.

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•	The anti-takeover effects associated with the Company’s status as a controlled company might make it less likely that a third party would make an offer to acquire the Company at a premium to the trading price of the Common Stock.

•	Because the Company will continue to be controlled by the Immediate Family Members, the trading prices for the Common Stock might be lower than they otherwise would be.

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•	Common Stock; and

•	Class A Common Stock.

•	vote FOR,

•	vote AGAINST, or

•	ABSTAIN from voting on such proposal.

•	FOR Proposal 1 - the Class A Common Stock Amendment; and

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•	FOR Proposal 2 - the Ancillary Amendment.

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•	The Notice of Special Meeting and Proxy Statement for a Special Meeting of Stockholders

•	The form of proxy card being distributed to stockholders in connection with the Special Meeting of Stockholders

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•	FOR Proposal 1 - the Class A Common Stock Amendment;

•	FOR Proposal 2 - the Ancillary Amendment; and

•	in their discretion with respect to any unanticipated matters not included in this proxy statement that may properly come before the Special Meeting or any adjournments thereof, to the extent permitted by Rule 14a-4(c) under the Exchange Act.

•	FOR Proposal 1 - the Class A Common Stock Amendment; and

•	FOR Proposal 2 - the Ancillary Amendment.

•	each person known by us to beneficially own more than 5% of either class outstanding, and

•	each director of the Company, each executive officer (each a “named executive officer”) and by all directors and executive officers as a group.

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*	Less than 1%

(1)	The mailing address of the Cal-Maine Foods, Inc. KSOP (“KSOP”), Mr. and Mrs. Adams and Mr. Baker is Cal-Maine Foods, Inc., Post Office Box 2960, Jackson, MS 39207.

(2)

The information as to beneficial ownership is based on information known to us or statements furnished to us by the beneficial owners. As used in this table, “beneficial ownership” has the meaning given in Rule 13d-3 under the Exchange Act, i.e. the sole or shared power to vote or to direct the voting of a security, or the sole or shared investment power with respect to a security (the power to dispose of or to direct the disposition of a security). For purposes of this table, a person is deemed as of any date to have “beneficial ownership” of any security that such person has the right to acquire within 60 days of such date.

(3)

Percentage of total voting power represents voting power with respect to all shares of our Common Stock and Class A Common Stock, voting together as a single class. Each share of Common Stock is entitled to one vote and each share of Class A Common Stock is entitled to ten votes. Shares of Class A Common Stock are automatically converted into Common Stock on a share per share basis in the event the beneficial or record ownership of any such share of Class A Common Stock is transferred to any person or entity other than Immediate Family Members. Each share of Class A Common Stock is convertible, at the option of its holder, into one share of Common Stock at any time.

(4)

Mr. Adams is our Chairman Emeritus. Includes 618,308 shares of Common Stock accumulated under the KSOP. Also includes 1,500,505 shares of Common Stock and 96,480 shares of Class A Common Stock owned by Mr. Adams’ spouse separately and as to which Mr. Adams disclaims beneficial ownership. A Conservatorship was established on November 7, 2011, to manage Mr. Adams’ affairs, with Mrs. Adams and Mr. Baker as co-conservators, as a result of the impairment of Mr. Adams’ health related to his previously disclosed stroke. Mr. Adams continues to consult regularly with the Company, and it is expected that he will continue to do so for as long as he is able. Pursuant to the Conservatorship, Mr. Baker and Mrs. Adams have the exclusive power to vote or direct the voting of Mr. Adams’ shares. While they also have dispositive power over such shares, disposition of such shares may require court approval in accordance with Mississippi conservatorship laws.

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(5)

Mrs. Adams is the spouse of Mr. Adams, our Chairman Emeritus. She and Mr. Baker serve as co-conservators of the above referenced Conservatorship established for Mr. Adams. Includes 10,007,357 shares of Common Stock and 3,487,192 shares of Class A Common Stock owned by Mr. Adams separately, and 618,308 shares of Common Stock accumulated under Mr. Adams’ KSOP account. Mrs. Adams and Mr. Baker share voting power over Mr. Adams’ shares. While they also share dispositive power over such shares, disposition of such shares may require court approval in accordance with Mississippi Conservatorship laws.

(6)

Mr. Baker is Chairman of the Board, a director, and is our Chief Executive Officer. Includes 233,320 shares of Common Stock and 3,563 shares of Class A Common Stock owned by Mr. Baker’s spouse separately as to which Mr. Baker disclaims beneficial ownership, 4,813 shares of Common Stock accumulated under his spouse’s KSOP account as to which Mr. Baker disclaims beneficial ownership, 146,128 shares of Common Stock accumulated under Mr. Baker’s KSOP account, and 19,000 shares of unvested restricted Common Stock. Mr. Baker and Mrs. Adams serve as co-conservators of the above referenced Conservatorship established for Mr. Adams. As a result, the totals include 10,007,357 shares of Common Stock and 3,487,192 shares of Class A Common Stock owned by Mr. Adams separately, and 618,308 shares of Common Stock accumulated under Mr. Adams’ KSOP account. Mr. Baker and Mrs. Adams share voting power over Mr. Adams’ shares. While they also share joint dispositive power over such shares, disposition of such shares may require court approval in accordance with Mississippi Conservatorship laws.

(7)	Mr. Dawson is a director, and is our Vice President - Chief Financial Officer, Treasurer, and Secretary. Includes 5,665 shares of Common Stock accumulated under the KSOP and 6,330 shares of unvested restricted Common Stock.

(8)	Mr. Hardin is our Vice President - Sales. Includes 20,889 shares of Common Stock accumulated under the KSOP and 3,800 shares of unvested restricted Common Stock.

(9)	Mr. Holladay is our Vice President - General Counsel. Includes 3,501 shares of Common Stock accumulated under the KSOP and 6,330 shares of unvested restricted Common Stock.

(10)	Ms. Hughes is a director. Includes 5,530 shares of unvested restricted Common Stock.

(11)	Mr. Miller is a director, and is our President and Chief Operating Officer. Includes 1,149 shares of Common Stock accumulated under his spouse’s KSOP account as to which Mr. Miller disclaims beneficial ownership, 3,164 shares of Common Stock accumulated under Mr. Miller’s KSOP account, and 6,330 shares of unvested restricted Common Stock.

(12)	Mr. Poole is a director. Includes 1,200 shares of Common Stock owned through Mr. Poole’s individual retirement account and 5,530 shares of unvested restricted Common Stock.

(13)	Mr. Sanders is a director. Includes 5,530 shares of unvested restricted Common Stock.

(18)	As of May 25, 2018.

(19)	Includes 810,088 shares of Common Stock accumulated under the KSOP.

(20)	Includes shares of Common Stock as to which Messrs. Baker and Miller disclaim any beneficial ownership. See Notes (6) and (11) above.

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•

a sunset provision pursuant to which all of the outstanding Class A Common Stock will automatically convert into Common Stock if either: (a) less than 4,300,000 shares of Class A Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees, or (b) if less than 4,600,000 shares of Class A Common Stock and Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees;

•	a provision providing that once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired and may not be reissued; and

•

provisions providing or clarifying that the Class A Common Stock and Common Stock will be treated identically with respect to consideration in a merger or tender offer, dividends or other distributions (except pro rata stock splits or dividends where the Class A Common Stock would continue to ten votes per share, rather than one vote per share like Common Stock), and distribution rights in the event of dissolution.

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•	Represent, consider and advance the interests of stockholders other than Immediate Family Members in connection with the potential transactions;

•	Review and, if the Special Committee determines that such action is advisable, negotiate the terms and conditions of the potential transactions with the Immediate Family Members (and any related agreements or documents);

•	Determine whether the final terms of the potential transactions are fair to and in the best interest of the stockholders other than Immediate Family Members;

•	Make recommendations to the Board in respect of the potential transactions, including but not limited to any recommendation to not proceed with the potential transactions;

•	Make recommendations to the Board that the Board take other actions or consider other matters that the Special Committee may determine are necessary or advisable or appropriate with respect to the potential transactions;

•	Approve any transaction (including but not limited to any transaction resulting in a person becoming an “interested stockholder”) for purposes of Section 203 of the Delaware General Corporation Law;

•	Approve any actions or agreements and other documents as the Special Committee deems advisable in connection with the exercise of its authority; and

•	Retain, at the Company’s expense, such legal, financial and other advisors and consultants or experts as the Special Committee may from time to time deem advisable in its sole discretion.

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•	The Conservatorship will pay for the costs of the Special Committee relating to the transactions being considered at this time, including fees of counsel and the financial adviser to the Special Committee, up to $750,000.

•	The registration rights will be for the benefit of the Daughters and Mrs. Adams (directly and/or indirectly through Permitted Transferees). Mr. Baker will not have the benefit of the registration rights.

•	The beneficiaries of the registration rights will have demand registration rights and rights to sell shares under Rule 144 or in any manner approved by the Special Committee (subject to a de minimis exception).

◦	The Company will file a Form S-3 and register shares for sale by the Immediate Family Members and/or Permitted Transferees, and the Company will continue to maintain and renew this for such periods as approved by the Special Committee.

◦	The Special Committee will have the authority to approve any future demands for takedowns from the registration statement, including the minimum number of shares to be included, how frequently takedowns may be permitted, and whether to require standstill agreements from the selling stockholders beyond what is required from the underwriters and, if so, the terms thereof.

◦	The Special Committee will also have the authority from time to time, to approve sales under Rule 144 or any other manner approved by the Special Committee, subject to any underwriter lock up.

◦	The Daughters (directly or indirectly) will have the right to include in any demand takedown any of their shares of Common Stock (but not Class A Common Stock) only as long as Immediate Family Members and/or Permitted Transferees continue to own shares that have at least a majority of the voting power of the Company.

◦

The stockholders requesting registration and the Company will each pay 50% of the costs of the Company related to the sale of shares, including costs related to (i) the preparation and filing of a registration statement and (ii) the preparation of any offering documents, provided that if the Company determines to participate in any offering, it will pay 100% of the costs. The selling stockholders will pay any fees of underwriters relating to the sale of their shares, and the Company will pay the fees of underwriters relating to sales of any shares by the Company.

◦	The price payable by the Company to purchase shares pursuant to the exercise of the right of first refusal will reflect a 6% discount to the then-current market price based on the 20 business-day volume weighted average

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◦

The Special Committee of independent and disinterested directors of the Company will have authority to approve (or disapprove) any share repurchase pursuant to the Company’s right of first refusal and any matter related thereto, including, without limitation: (x) the number of shares, if any, to be purchased by the Company; and (y) the amount of debt to be incurred by the Company in connection with any repurchase.

◦	Certain other changes of a more technical nature were made to the Agreement Regarding Common Stock as set forth in the MOU.

•	The following Charter Amendments will be added:

◦	All of the outstanding Class A Common Stock will automatically convert to Common Stock if: (a) less than 4,300,000 shares of Class A Common Stock, or (b) if less than 4,600,000 shares of Class A Common Stock and Common Stock in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees.

◦	Once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired and may not be reissued.

◦

The classes of stock (Class A Common Stock and Common Stock) will be treated identically with respect to consideration in a merger or tender offer; dividends or other distributions (except pro rata subdivisions, combinations, stock splits or dividends where the Class A Common Stock would continue to have ten votes per share, rather than one vote per share of Common Stock); and distributions rights in the event of dissolution. Collectively, these provisions are intended to ensure that our minority shareholders are treated equally on economic matters.

•	The Company will adopt formal Corporate Governance Guidelines that will formalize the Company’s corporate governance procedures, and also include the following:

◦	In order to ensure that there will be sufficient independent directors on the Board to serve on the Special Committee, the Corporate Governance Guidelines will require that at least three independent directors serve on the Board.

◦	The Corporate Governance Guidelines will provide that Mr. Baker will meet with the Board of Directors from time to time, upon the reasonable request of the independent directors, to discuss succession planning.

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•	determined that the Charter Amendments are in the best interests of the Company and in the best interests of each class of stockholders of the Company, including the holders of each of the Common Stock and Class A Common Stock;

•	adopted and approved and declared the advisability of the Charter Amendments; and

•	directed that the Charter Amendments be submitted to a vote of the stockholders at a special meeting of stockholders and recommended that stockholders vote to approve the Charter Amendments.

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Mr. Adams owns, through the Conservatorship, approximately 3.5 million shares of Class A Common Stock and approximately 10.0 million shares of the Common Stock that would otherwise pass under his Will (and approximately 0.6 million shares of Common Stock held by Mr. Adams’ in the Company’s KSOP that would pass to Mrs. Adams under an existing beneficiary designation). The Conservatorship will make certain gifts and create certain revocable trusts of which Immediate Family Members will be trustees and beneficiaries. Also, a limited liability company will be formed by Mr. Baker, Mrs. Baker and the Daughters’ Revocable Trust to hold shares of capital stock in the Company. This would be a multi-member limited liability company of which Mr. Baker would be the sole managing member. Following the completion of all Proposed Transactions, in his capacity as sole managing member, Mr. Baker would have voting control over the stock held by the limited liability company.

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As a result of the Proposed Transactions, Mrs. Adams is expected to ultimately own a total of approximately 5.5 million shares of Common Stock following the death of Mr. Adams and certain other events. As previously mentioned, it is anticipated that Mrs. Adams would over time sell shares of Common Stock for financial diversification and as required for estate planning and liquidity needs. All of such 5.5 million shares would be subject to the Agreement Regarding Common Stock discussed and defined below.

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Also as a result of the Proposed Transactions, after the death of Mr. Adams and certain other events, it is expected that the revocable trust in which the Daughters are beneficiaries and a related limited liability company will hold a total of approximately 6.6 million shares of Common Stock and 3.5 million shares of Class A Common Stock that are received from Mr. Adams’ estate, for a total of about 10.1 million shares. All such shares would be subject to the Agreement Regarding Common Stock discussed and defined below.

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After the death of Mr. Adams, under current estate tax law, about 40% or more of the approximately 10.1 million shares, or about 4.0 million shares, of Company capital stock that are initially contributed to the revocable trust in which the Daughters are beneficiaries, and then to the limited liability company, would need to be sold in order to pay estate taxes and related costs. As a result, it is anticipated that about 4.0 million shares of the 6.6 million shares of Common Stock may need to be sold to pay estate taxes and related costs, along with some additional number of shares to be sold for liquidity for the Daughters and Mrs. Adams, within nine months following Mr. Adams’ death. (However, under current estate tax law, the estate of Mr. Adams may be able to elect to defer the payment of such tax over a period of up to 14 years.)

•

In addition to the possible sale of about 4.0 million of the approximately 6.6 million shares of Common Stock to finance the payment of estate taxes, the remaining approximately 2.6 million shares of Common Stock may be distributed and sold over time for the benefit of the Daughters for liquidity purposes. All of such 6.6 million shares of Common Stock would be subject to the Agreement Regarding Common Stock.

•

Considering all of the above, it is currently anticipated that the Daughters’ would desire to sell a total of 4.0 million Common Shares for the payment of estate taxes and a total of 0.8 million shares for liquidity purposes, and that Mrs. Adams’ would desire to sell a total of 1.2 million Common Shares, in the initial takedown under a Company registration statement following Mr. Adams’ death, as described below.

•	The Company will enter into an Agreement Regarding Common Stock (“Agreement Regarding Common Stock”) that will cover the following parties: Mrs. Adams, the Daughters and certain related parties (collectively, the “Stockholder Parties”). A copy of the form of Agreement Regarding Common Stock has been filed by the Company on a Current

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Pursuant to the Agreement Regarding Common Stock, the Stockholder Parties will agree to cooperate with the Company in any proposed transfer of shares of Common Stock that they own or will own and to ensure that all appropriate securities filings and reports are timely made. The agreement provides that if any Stockholder Party intends to sell any shares, such party would be required to give the Company a right of first refusal to purchase such shares. This agreement also provides that if the Company does not exercise its right of first refusal and purchase the shares offered, such Stockholder Party will be permitted to sell the shares pursuant to a takedown from a Company registration statement, Rule 144 under the Securities Act, or another manner of sale agreed to by the Company.

•

Pursuant to the Agreement Regarding Common Stock, the price payable by the Company to purchase shares pursuant to the exercise of the right of first refusal will reflect a 6% discount to the then-current market price based on the 20 business-day volume weighted average price (VWAP), intended to reflect the all-in discount to the market price at which the shares could otherwise be expected to be sold in a marketed offering.

•	The Agreement Regarding Common Stock provides registration rights to the Stockholder Parties for the sale of their shares of Company Common Stock after the death of Mr. Adams.

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After the death of Mr. Adams, the Stockholder Parties may sell shares pursuant to the Agreement Regarding Common Stock. The Company requested and negotiated this agreement for its benefit for several reasons. This agreement includes a right of first refusal by the Company, which provides it with an opportunity to acquire a block of shares of Common Stock rather than pursuant to a more lengthy stock repurchase program. Subject to limitations on share repurchases in the Company’s credit agreements, if the Company does acquire shares pursuant to such right of first refusal, it may avoid having the purchased shares being sold into the market, which could have an adverse effect on the stock market and volatility of the Company Common Stock. If the Company repurchases shares, this would increase earnings per share and dividends per share to the remaining stockholders. In addition, even if the Company does not acquire any shares offered, the Company negotiated valuable rights in the agreements relating to the orderly and lawful sale of such shares by the Selling Stockholders.

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As negotiated with the Special Committee, in the event the Company receives a right of first refusal notice, the Special Committee would review and approve (or disapprove) any share repurchase pursuant to the Company’s right of first refusal and any matter related thereto, including, without limitation: (i) the number of shares, if any, to be purchased by the Company; and (ii) the amount of debt to be incurred by the Company in connection with any repurchase.

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On-Going Relationship with the Immediate Family Members. The Board and the Special Committee determined that the Class A Common Stock Amendment would further an on-going collaborative relationship between the Company and the Immediate Family Members. As explained above, the changes proposed in the Class A Common Stock Amendment would enable the family to hold the Class A Common Stock in a manner that avoids the lengthy and expensive probate proceedings that would otherwise follow Mr. Adams’ death and enable the family to hold the Class A Common Stock through an ownership structure that may have certain tax benefits.  The changes that would be effected

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The Class A Common Stock Amendment and related transactions were negotiated with and approved by the Special Committee, which was composed of independent and disinterested directors, and was advised by its own legal counsel and its own financial advisor. Considering the related party nature of the matters being considered and the fact that certain directors, including Mr. Baker, have a conflict of interest in such matters, the Board established the Special Committee, composed of disinterested and independent directors, to represent, consider and advance the interests of stockholders other than Immediate Family Members in such matters. The Special Committee reviewed, evaluated, negotiated and approved the Class A Common Stock Amendment and related transactions.

•	Additional Benefits Obtained by the Special Committee. As a result of discussions with the Special Committee and its representatives, the Immediate Family Members agreed to support the governance and other changes described above under “Background - Items Negotiated with the Special Committee.”

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Certain persons have an interest in the Class A Common Stock Amendment that is not shared by other stockholders. Immediate Family Member have interests in the Class A Common Stock Amendment that may be different from, or in addition to, the interests of other holders of Common Stock because the Class A Common Stock Amendment will facilitate the estate planning objectives of the Immediate Family Members, which include potential tax benefits to the Immediate Family Members. Mr. Baker is an Immediate Family Member. Stockholders are urged to carefully study and consider the Class A Common Stock Amendment and related transactions in light of the interests of certain persons in the Class A Common Stock Amendment that are different from the interests of stockholders generally. However, as discussed above, due to this conflict of interest, the Board established the Special Committee, composed of disinterested and independent directors, to represent, consider and advance the interests of stockholders other than Immediate Family Members in such matters, and the Special Committee reviewed, evaluated, negotiated and approved the Class A Common Stock Amendment and related transactions.

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The Company will retain corporate governance and regulatory benefits and flexibility available to controlled companies. The SEC and NASDAQ have recognized that it is not necessary or appropriate to require a controlled company to have the same corporate governance requirements or regulatory requirements as non-controlled companies. A controlled company structure allows a company’s corporate governance to be less complex. A less complicated governance structure allows management to focus more on operating the business and less on corporate governance and regulatory matters.

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The Company will continue to be less subject to short-term earnings pressures and can continue to focus more on long-term stockholder value. Our management team is focused on long-term goals, which is especially important given the cyclical nature of the egg production industry. As a controlled company with a dual-class structure, we are able to continue to emphasize long-term growth while being less subject to short-term pressures from investors or analysts. The Proposed Transactions will facilitate the continuation of our current structure, which the Special Committee and our Board believe has served us well by enabling us to continue to focus on pursuing our mission and meet the long-term best interests of our stockholders.

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The Company may continue to avoid vulnerability to opportunistic takeover attempts. Non-controlled companies can be subject to unsolicited takeover attempts at any time. In such cases, the directors may be placed under pressure to sell and may determine to sell the company during an industry downturn or at another time that is not optimal for a sale, which is also of particular importance to the Company because it is in a very cyclical business. A controlled company cannot be sold without the approval of the controlling stockholder.

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The Company may continue to mitigate management succession risk and employee turnover, and facilitate the stability and continuity of management, employees and strategy. Nearly 10% of the Company’s employees have been with the Company for over 20 years. The Company believes that it has greater management and employee retention and loyalty, and lower management and employee turnover, as a controlled company due to its consistent, long-term corporate culture, and that this allows for higher productivity and lower costs.

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There is more stability in shares held as control block through a limited liability company, compared to shares being held individually and subject to a voting agreement and irrevocable proxy. A voting agreement and irrevocable proxy would permit the Immediate Family to retain control without an amendment to the Current Charter or the need for Board action or stockholder approval. However, there is more certainty and stability in shares held as control block through a limited liability company (which requires an amendment to the Current Charter for the Class A Common Stock), rather than individually and subject to a voting agreement and irrevocable proxy. Additionally, the Class A Common Stock Amendment will not expand or change the group of individuals who may beneficially own Class A Common Stock, it would merely allow them to hold or own the shares indirectly through estate planning entities and arrangements.

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Under the Company’s dual class capital structure (which will remain in place whether or not the Class A Common Stock Amendment is effected), the voting power of the Immediate Family Members does not reflect their equity interest in the Company. Due to the Company’s dual class capital structure, the percentage of voting power of the Immediate Family Members as the Company’s controlling stockholders is greater than their proportionate equity interest in the Company, and the voting power of other stockholders is less than their proportionate equity interest in the Company. The Company has had a dual class capital structure since it first became public and the Company has not given any expectation to stockholders that this would change.

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The control of the Company by Immediate Family Members may have a continued anti-takeover effect. Whether or not the Class A Common Stock Amendment is effected, Immediate Family Members will continue to control the Company. In particular, all of the outstanding Class A Common Stock is currently held and would continue to be held by Immediate Family Members (or, if the Class A Common Stock Amendment is effected, directly or through their Permitted Transferees). By virtue of the Class A Common Stock as well as Common Stock that they hold, Immediate Family Members have the voting power to elect all of the directors of the Company (subject to the right of other shareholders to cumulate votes), and control a majority of the voting power of the Company with respect to matters other than the election of directors. This may make an unsolicited acquisition of the Company more difficult and may discourage certain types of transactions involving a change of control, as more fully discussed below under “Control by Immediate Family Members, Anti-Takeover Considerations and Conflict of Interests.” However, the Company has been a controlled company since it first became public and the Company has not given any expectation to stockholders that this would change.

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Because the Company will continue to be controlled by the Immediate Family Members, the trading prices for the Common Stock might be lower than they otherwise would be. A dual class capital structure and/or a controlling stockholder may negatively affect the decision by certain institutional investors to purchase or hold shares of Common Stock. The holding of low vote stock, such as our Common Stock, may not be permitted by the investment policies of certain institutional investors. Also, a dual class capital structure and/or the existence of a controlling stockholder may make an investment in a company less attractive to the portfolio managers of certain institutional investors. In addition, companies with a dual class capital structure and/or controlling stockholder, compared to companies with a single class of common stock or no controlling stockholder, generally receive lower ratings and more negative recommendations from proxy advisory firms such as Institutional Shareholder Services (ISS), which may reduce interest in an investment in the Company. The foregoing could cause the trading prices for the Common Stock to be lower than they otherwise would be if the Company did not have a dual class capital structure or controlling stockholder. However, the Company has had a dual class capital structure and controlling stockholder since it first became public and the Company has not given any expectation to stockholders that this would change.

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The following typographical error under “Common Stock” would be corrected as marked: “Anything herein to the contrary notwithstanding, the holders of Common Stock shall have exclusive voting power on all matters at any time when no shares of Class A Common Stock are issued and outstanding and the holders of the Class A Common Stock will have the exclusive voting power on all matters at any time when no shares of the Class A Common Stock are issued and outstanding.” This language is correct under “Class A Common Stock” in the Current Charter, and was correct under “Common Stock” in the original certificate of incorporation filed in connection with the Company’s initial public offering in 1996. However, this became incorrect under “Common Stock” due to a typographical error in connection with amendments made in 2004. The changes would simply reverse and correct the typographical error, and make the language correct and consistent with the language under “Class A Common Stock.”

•	The first paragraph under “Common Stock” and the first paragraph under “Class A Common Stock” in Section 4 of the Current Charter would be deleted. These paragraphs previously effected a stock split of the Company’s capital stock. Because this was previously effected, these paragraphs are no longer operative and are proposed to be deleted.

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The fourth paragraph after the introductory language of Section 6 of the Current Charter would be deleted. This paragraph authorizes the Board to designate committees of the Board. However, this language has become outdated because, since the adoption of this provision, the Delaware General Corporation Law has been amended to provide boards of directors with greater flexibility with respect to how committees may be established and the authority that may be delegated to committees. Among other things, the amendments to the Delaware General Corporation Law enable boards to form committees by whatever default vote governs the taking of other board actions. In contrast, the Current Charter requires that committees be formed by the vote of a majority of the whole Board. Removing the committee provisions in the Current Charter will enable our Board to take action to avail itself of this greater flexibility. Accordingly, this paragraph is proposed to be deleted.

•	The fifth paragraph after the introductory language of Section 6 of the Current Charter would be deleted. This provision specifies that the Company may sell, lease or exchange all or substantially all of its property and assets upon terms

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•	Certain other miscellaneous minor, non-substantive changes were made such as adding introductory language and headings, making clarifications and conforming style and tense, as marked on Appendix A.

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a sunset provision pursuant to which all of the outstanding Class A Common Stock will automatically convert to Common Stock if: (a) less than 4,300,000 shares of Class A Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees, or (b) if less than 4,600,000 shares of Class A Common Stock and Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted Transferees;

•	a provision providing that once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired and may not be reissued; and

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provisions providing or clarifying that the Class A Common Stock and Common Stock will be treated identically with respect to consideration in a merger or tender offer, dividends or other distributions (except pro rata stock splits or dividends where the Class A Common Stock would continue to have ten votes per share, rather than one vote per share like Common Stock), and distribution rights in the event of dissolution.

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i.	prior to that date our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

ii.	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock outstanding at the time the transaction began; or

iii.	on or following that date, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

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i.	any merger or consolidation involving the corporation and the interested stockholder;

ii.	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

iii.	any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

iv.	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

v.	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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