Cal-Maine Foods announces potential transition to non-controlled company

Cal-Maine Foods (CALM) announced that it has entered into an agreement with members of the family of its founder Fred R. Adams, Jr., relating to the potential diversification of their individual financial portfolios. As discussed below, the agreement creates a process for the potential conversion of all of their super voting Class A Common Stock to Cal-Maine Foods’ Common Stock. Should the conversion occur, all the Company’s shares would be a single class, with one vote per share. Because the family-owned controlling stockholder owns all of the Company’s super voting shares, converting those shares into Common Shares would cause the controlling stockholder’s voting power to fall from 53.2% to 12.0%, although its economic interest in the Company would remain unchanged at 12.0%. The potential diversification could result in the Company ceasing to be a “controlled company” pursuant to the rules of The Nasdaq Stock Market. The timing and manner of these potential diversification transactions have not been decided. The Board of Directors has taken the steps to position the Company for the potential loss of controlled company status.