Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2020, at the annual meeting, the Company's stockholders approved the amended and restated 2012 Omnibus Long-Term Incentive Plan (the "Plan"). The long-term incentive plan committee of the Board will generally administer the Plan and has the authority to grant awards under the Plan, including setting the terms of the awards. Awards under the Plan may be granted in any one or a combination of the following forms: qualified and nonqualified stock options, restricted shares, stock units, stock appreciation rights and other awards. The terms of the Plan are generally consistent with the original 2012 Omnibus Long-Term Incentive Plan, but include the following material revisions:

•an increase of the authorized shares under the Plan by 1,000,0000 to 2,000,000; •imposition of a 10-year maximum term for both options and SARs; •extension of the term of the Plan from October 5, 2022 to October 2, 2032; and •elimination of liberal share counting provision.

The Plan is further described under the heading "Proposal No. 2: Approval of our Amended and Restated 2012 Omnibus Long-Term Incentive Plan" in the 2020 Proxy Statement, which description is hereby incorporated. The foregoing description of the Plan is qualified in its entirety by reference to a copy of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

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

The Company's Annual Meeting of Stockholders was held on October 2, 2020.

Proposal No. 1: 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 stockholders and until their successors are elected and qualified.

Nominees for the Board of Directors of the Company:


       Names          Votes For    Votes Withheld    Non-Votes
 Adolphus B. Baker    74,301,830     12,834,423      3,027,630
   Max P. Bowman      73,925,464     13,210,789      3,027,630
 Letitia C. Hughes    80,640,583      6,495,670      3,027,630
 Sherman L. Miller    74,647,653     12,488,600      3,027,630
   James E. Poole     78,696,234      8,440,019      3,027,630
  Steve W. Sanders    78,866,493      8,269,760      3,027,630

Proposal No. 2: Approval of our Amend and Restated 2012 Omnibus Long-term Incentive Plan. The Company's stockholders approved the proposal by the following vote:



 Votes For     Votes Against    Abstentions    Non-Votes
 86,723,731       379,891          32,631      3,027,630



Proposal No. 3: Advisory vote on the compensation of our named executive
officers. The Company's stockholders approved the proposal by the following
vote:

 Votes For     Votes Against    Abstentions    Non-Votes
 86,283,355       733,577         119,321      3,027,630


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Proposal No. 4: Ratification of the selection of Frost, PLLC as the independent registered public accounting firm for the Company for fiscal 2021. The Company's stockholders approved the proposal by the following vote:



 Votes For     Votes Against    Abstentions    Non-Votes
 89,952,423       174,760          36,700         N/A

No other matters were voted upon at the annual meeting.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits
  Exhibit Number              Description
                                Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term
       10.1                   Incentive Plan
                              Cover Page Interactive Data File, (embedded within the Inline XBRL
        104                   document)



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