CAL MAINE FOODS INC (CALM)
Sector: Consumer Staples
2026 Annual Meeting Analysis
CAL MAINE FOODS INC · Meeting: October 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Bowman has served since 2018, is a CPA with extensive finance experience, and CALM's 3-year stock return of +100.7% is 143 percentage points above the peer group median of -42.5%, far exceeding the 65-point threshold needed to trigger a negative vote; no overboarding, attendance, or independence concerns apply.
Fisackerly was appointed in June 2026, placing him within the 24-month new-director exemption from the stock performance trigger; he brings relevant regulatory, utility operations, and leadership experience, and no other policy flags apply.
Hughes has served since 2001 as lead independent director and Audit Committee chair with strong banking and financial expertise; CALM's outstanding 3-year stock return vastly outperforms the peer group, so no performance-related flag applies, and she has no overboarding or attendance issues.
All three Class II director nominees — Bowman, Fisackerly, and Hughes — pass all policy screens. CALM's 3-year stock return of +100.7% outperforms the peer group median by +143 percentage points, well above the 65-point threshold for strong-positive-TSR companies, so no director faces a TSR-based negative vote. Fisackerly is exempt as a director appointed within the past 24 months. All directors attended 100% of meetings, none are overboarded, and independence designations are appropriate.
Say on Pay
✓ FORCEO
Sherman L. Miller
Total Comp
$1,692,760
Prior Support
N/A
CEO Sherman L. Miller's total reported compensation was $1,692,760 for fiscal year 2025 (as pre-extracted from the database), which is a modest level for a CEO of a $3.8 billion market cap consumer staples company and is well within benchmark expectations for this title, sector, and size. The company introduced performance-based equity awards (performance stock awards tied to cumulative adjusted EBITDA and relative total shareholder return over a three-year period) beginning in fiscal 2026, improving pay-for-performance alignment, and CALM's 3-year stock return of +100.7% substantially outperforms the peer group median, confirming that above-target incentive pay is justified by shareholder outcomes. A clawback policy is in place, stock ownership requirements are met by all named executives, and no individual executive breaches the policy's compensation thresholds.
Auditor Ratification
✓ FORAuditor
Frost, PLLC
Tenure
N/A
Audit Fees
$390,784
Non-Audit Fees
$28,486
Non-audit fees (audit-related fees of $25,250 plus other fees of $3,236 = $28,486) represent approximately 7% of audit fees of $390,784, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and there are no disclosed financial restatements; the proxy notes Frost PLLC has extensive experience in the poultry and egg industries, providing appropriate sector expertise for CALM's operations.
Overall Assessment
The 2026 Cal-Maine Foods annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass the applicable policy screens and warrant a FOR vote. CALM's exceptional stock performance over three and five years, modest CEO pay levels, newly introduced performance-based equity awards, a clean audit fee structure, and fully independent board committees collectively support affirmative votes across the entire ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing