8K-Voting Results

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

CURRENT REPORT

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

 

Date of Report (Date of Earliest Event Reported): October 3, 2014

 

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

000-04892

64-0500378

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

3320 Woodrow Wilson Avenue

Jackson, MS 39207

(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))


 

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Shareholders was held on October 3, 2014.

 

Election of Directors.  The following persons were nominated and elected to serve as members of the Board of Directors until our next annual meeting of shareholders and until their successors are elected and qualified.

 

Nominees of the Board of Directors of the Company

 

 

 

 

 

Names

Votes For

Votes Withheld

Non-Votes

Adolphus B. Baker

36,103,291

6,275,206

2,326,530

Timothy A. Dawson

37,251,033

5,127,464

2,326,530

Sherman Miller

38,872,089

3,506,408

2,326,530

Letitia C. Hughes

41,976,180

402,317

2,326,530

James E. Poole

42,006,179

372,318

2,326,530

Steve W. Sanders

42,006,437

372,060

2,326,530

 

Amendment of Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock and Class A common stock. The Company’s stockholders approved the proposal by the following vote:

 

 

 

 

 

Votes For

Votes Against

Abstentions

Non-Votes

43,813,932

772,066

119,429

-

 

Advisory vote on executive compensation. The Company’s stockholders approved the proposal by the following vote:

 

 

 

 

 

Votes For

Votes Against

Abstentions

Non-Votes

41,841,312

434,548

103,037

2,326,530

 

Advisory vote on setting the frequency of advisory votes on executive compensation. The Company’s stockholders approved the proposal for a vote on frequency of advisory votes on executive compensation every three years by the following vote:

 

 

 

 

 

 

Votes For

Votes For

Votes For

 

 

(1 Year)

(2 Years)

(3 Years)

Abstentions

Non-Votes

7,288,958

41,660

35,014,453

33,826

2,326,530

 

Ratification of the Appointment of Frost, PLLC as the Independent Registered Public Accountants of the Company for Fiscal 2015. The Company’s stockholders approved the proposal by the following vote:

 

 

 

 

 

Votes For

Votes Against

Abstentions

Non-Votes

44,605,147

72,782

27,498

-

 

No other matters were voted upon at the annual meeting.

 

SIGNATURES

 

 Pursuant to the requirements of 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, 2014

By:  

/s/ Timothy A. Dawson 

 


Timothy A. Dawson

Director, Vice President, and Chief Financial Officer

 

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