CAL-MAINE FOODS INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES We have two classes of capital stock, Common Stock and Class A Common Stock. Our Common Stock trades on the NASDAQ Global Select Market under the symbol “CALM”. There is no public trading market for the Class A Common Stock. All outstanding Class A shares are owned by a limited liability company of which Adolphus Baker, our Chairman, is the sole managing member and will be voted at the direction of Mr. Baker. At July 14, 2023, there were approximately 319 record holders of our Common Stock and approximately 73,626 beneficial owners whose shares were held by nominees or broker dealers. For additional information about our capital structure, see Note 11 - Equity in Part II. Item 8. Notes to the Consolidated Financial Statements. Dividends Cal-Maine has a variable dividend policy adopted by its Board of Directors. Pursuant to the policy, Cal-Maine pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal to one-third 21 (1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company will pay dividends to shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for which a dividend was paid. Under the Company's Credit Facility, dividends are restricted to the amount permitted under the Company’s current dividend policy, and may not be paid if a default exists or will arise after giving effect to the dividend or if the sum of cash and cash equivalents of the Company and its subsidiaries plus availability under the Credit Facility equals less than $50 million. Stock Performance Graph The Company utilized the (i) Russell 2000 Total Return, and (ii) S&P Composite 1500 Food Products Industry Index to benchmark the Company’s total shareholder return. The Company is a member of each of these indexes and believes the other companies included in these indexes provide products and services similar to Cal-Maine Foods. The graph presents total shareholder return and assumes $100 was invested on June 1, 2018 in the stock or index and dividends were reinvested. June 1, 2018 May 31, 2019 May 29, 2020 May 28, 2021 May 27, 2022 June 3, 2023 Cal-Maine Foods, Inc. $ 100.00 $ 80.69 $ 97.12 $ 76.16 $ 105.31 $ 114.38 Russell 2000 Total Return 100.00 90.16 87.06 143.27 120.53 118.75 S&P Composite 1500 Food Products Industry Index 100.00 105.74 116.41 144.80 155.14 163.85 22 Issuer Purchases of Equity Securities The following table is a summary of our fourth quarter 2023 share repurchases: Issuer Purchases of Equity Securities Total Number of Maximum Number Shares Purchased of Shares that Total Number Average as Part of Publicly May Yet Be of Shares Price Paid Announced Plans Purchased Under the Period Purchased (1) per Share Or Programs Plans or Programs 2/26/23 to 3/25/23 — $ — — — 3/26/23 to 4/22/23 10,551 48.62 — — 4/23/23 to 6/03/23 — — — — 10,551 $ 48.62 — — (1) As permitted under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan, these shares were withheld by us to satisfy tax withholding obligations for employees in connection with the vesting of restricted common stock. Recent Sales of Unregistered Securities No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended June 3, 2023. Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plan Information (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by shareholders — $ — 294,140 Equity compensation plans not approved by shareholders — — — Total — $ — 294,140 (a) There were no outstanding options, warrants or rights as of June 3, 2023. There were 941,593 shares of restricted stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of June 3, 2023. (b) There were no outstanding options, warrants or rights as of June 3, 202 3. (c) Reflects shares available for future issuance as of June 3, 2023 under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan. For additional information, see Note 14 – Stock Compensation Plans in Part II. Item 8. Notes to the Consolidated Financial Statements. ITEM 6. RESERVED 23