0000016160 False ☐ ☐ ☐ ☐ 0000016160 2022-12-28 2022-12-28
 
 
 
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):
December 28, 2022
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 2.02.
 
Results of Operations
On December 28, 2022, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing
 
its financial results for the
second quarter ended November 26, 2022. A copy of the Company’s
 
press release is attached hereto as Exhibit 99.1 to this
Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
 
in this Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, which are furnished herewith pursuant
 
to and relate to this Item 2.02, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
 
(the "Exchange Act"), or otherwise be subject
to the liabilities of Section 18 of the Exchange Act. The information in
 
this Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be incorporated by reference into any filing
 
or other document filed by the Company with the SEC
pursuant to the Securities Act of 1933, as amended, the rules and regulations of
 
the SEC thereunder, the Exchange Act, or the
rules and regulations of the SEC thereunder except as shall be expressly set forth by
 
specific reference to this Form 8-K in such
filing or document.
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:
December 28, 2022
By:
 
/s/ Max P. Bowman
 
Max P. Bowman
 
Director, Vice President, and Chief Financial Officer