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 5, 2012

 

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):

 

q

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q

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 5, 2012.

 

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			36,643,300				5,356,189				2,577,494
Timothy A. Dawson			37,792,843				4,206,646				2,577,494
Sherman Miller			39,735,535				2,263,954				2,577,494
Letitia C. Hughes			41,667,691				331,798				2,577,494
James E. Poole			41,699,815				299,674				2,577,494
Steve W. Sanders			41,694,707				304,782				2,577,494

 

 

Ratification of the Appointment of Frost, PLLC as the Independent Registered Public Accountants of the Company for Fiscal 2013. The Company’s stockholders approved the proposal by the following vote:

 

	Votes For				Votes Against				Abstentions				Non-Votes
	44,532,023				15,201				29,759				0

 

 

Approval of the Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan. The Company’s stockholders approved the proposal by the following vote:

 

	Votes For				Votes Against				Abstentions				Non-Votes
	41,636,975				322,654				39,860				2,577,494

 

 

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 9, 2012	By:	/s/ Adolphus B. Baker
		Adolphus B. Baker Chairman, President and Chief Executive Officer