<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Cal-Maine Foods, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CAL-MAINE FOODS, INC.
NOTICE OF ANNUAL MEETING
OCTOBER 5, 2000
TO THE SHAREHOLDERS:
The Annual Meeting of the shareholders of Cal-Maine Foods, Inc. will be
held at the corporate offices of Cal-Maine Foods, Inc. at 3320 Woodrow Wilson
Drive, Jackson, Mississippi 39207, at 10:00 a.m. (Local Time), on Thursday,
October 5, 2000, to consider and vote on:
1. The election of directors to serve on the Board of Directors of Cal-Maine
Foods, Inc. for the ensuing year.
2. Such other matters as may properly come before the Annual Meeting or any
adjournments thereof.
September 1, 2000 has been fixed as the record date for determination of
shareholders entitled to vote at the Annual Meeting and to receive notice
thereof.
The directors sincerely desire your presence at the meeting. However, so
that we may be sure your vote will be included, please sign, date and return the
enclosed proxy card promptly. A self-addressed, postage-paid return envelope is
enclosed for your convenience.
FOR THE BOARD OF DIRECTORS
/s/ Bobby J. Raines
-------------------------------------
BOBBY J. RAINES
SECRETARY
DATED: September 7, 2000.
SHAREHOLDERS ARE URGED TO VOTE BY DATING, SIGNING AND RETURNING THE ENCLOSED
PROXY CARD IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
CAL-MAINE FOODS, INC.
3320 WOODROW WILSON DRIVE
JACKSON, MISSISSIPPI 39209
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD OCTOBER 5, 2000
The information set forth in this proxy statement is furnished in
connection with the Annual Meeting of Shareholders of Cal-Maine Foods, Inc.
("Cal-Maine" or the "Company") to be held on Thursday, October 5, 2000, at 10:00
a.m., Jackson time, at the Company's headquarters, 3320 Woodrow Wilson Drive,
Jackson, Mississippi. A copy of the Company's annual report to shareholders for
the fiscal year ended June 3, 2000, accompanies this proxy statement. Additional
copies of the annual report, notice, proxy statement, and proxy card may be
obtained from the Company's Secretary, Bobby J. Raines, Post Office Box 2960,
Jackson, Mississippi 39207. The Company's telephone number is 601/948-6813.
The enclosed proxy is solicited by the Board of Directors of the
Company. The proxy may be revoked by a shareholder at any time before it is
voted by filing with the Company's Secretary a written revocation or a duly
executed proxy bearing a later date. The proxy also may be revoked by a
shareholder attending the meeting, withdrawing the proxy, and voting in person.
All expenses incurred in connection with the solicitation of proxies
will be paid by the Company. In addition to the solicitations of proxies by
mail, directors, officers, and regular employees of the Company may solicit
proxies in person or by telephone. The Company will, upon request, reimburse
banks, brokerage houses and other institutions, and fiduciaries for their
expenses in forwarding proxy material to their principals.
This proxy statement and the enclosed form of proxy are first being
mailed to shareholders on or about September 5, 2000. Shareholders of record at
the close of business on September 1, 2000, are eligible to vote at the Annual
Meeting. As of the record date, 10,975,288 shares of the Company's Common Stock
were outstanding, and 1,200,000 shares of the Company's Class A Common Stock
were outstanding. Each share of Common Stock is entitled to one vote on each
matter to be considered at the Annual Meeting. Each share of Class A Common
Stock is entitled to ten votes on each such matter. Both the shares of Common
Stock and the shares of Class A Common Stock have the right of cumulative voting
in the election of directors. Cumulative voting means that each shareholder will
be entitled to cast as many votes as he or she has the right to cast (before
cumulating votes), multiplied by the number of directors to be elected. All such
votes may be cast for a single nominee or may be distributed among the nominees
to be voted for as the shareholder sees fit. To exercise cumulative voting
rights by Proxy, a shareholder must clearly designate the number of votes to be
cast for any given nominee.
Shares represented by a properly executed and returned proxy card will
be voted at the Annual Meeting in accordance with the instructions indicated
thereon. If no instructions are indicated, the proxy will be voted FOR the
election of nine nominees to serve as directors of the Company.
The election of directors requires a plurality of the votes cast. For
purposes of determining the number of votes cast with respect to a particular
matter, only those cast "For" or "Against" are included. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the meeting.
In accordance with the Company's bylaws and Delaware law, the Board
will appoint two inspectors of election. The inspectors will take charge of, and
will count, the votes and ballots cast at the Annual Meeting and will make a
written report on their determination.
<PAGE> 4
OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as to the beneficial
ownership of the Company's Common Stock as of August 10, 2000, by (i) each
person known by the Company to beneficially own more than 5% of the class
outstanding and (ii) each director, each nominee to serve as a director of the
Company, each executive officer named in the Summary Compensation Table (see
"Compensation of Executive Officers and Directors") and by all directors and
officers as a group. Each executive officer also is a director of the Company.
<TABLE>
<CAPTION>
COMMON STOCK AND CLASS "A" COMMON STOCK
NUMBER OF SHARES(1) PERCENT OF CLASS PERCENT OF TOTAL VOTING
NAME OF BENEFICIAL OWNER(2) COMMON CLASS A COMMON CLASS A POWER (3)
------------------------ ------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
FRED R. ADAMS, JR. (4) 4,902,739 (4)(5) 1,156,600 44.6% 96.4% 71.6%
CAL-MAINE FOODS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN 3,023,542 27.5% 13.1%
RICHARD K. LOOPER (6) 250,133 2.3% 1.1%
ADOLPHUS B. BAKER (7) 224,083 43,400 2.0% 3.6% 2.9%
BOBBY J. RAINES (8) 220,435 2.0% 1.0%
JACK B. SELF (9) 20,756 *
JOE M. WYATT (10) 146,978 1.3% *
CHARLES F. COLLINS (11) 70,157 * *
W. D. (JACK) COX 7,200 * *
R. FASER TRIPLETT, M.D. 35,200 * *
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (NINE
PERSONS) (12) 5,939,336 1,200,000 54.1 100% 78%
</TABLE>
----------------------
* LESS THAN 1%.
(1) The information as to beneficial ownership is based on information
known to the Company or statements furnished to the Company by the
beneficial owners. As used in this table, "beneficial ownership" means
the sole or shared power to vote or to direct the voting of a security,
or the sole or shared investment power with respect to a security (i.e.
the power to dispose of, or to direct the disposition of a security).
For purposes of this table, a person is deemed as of any date to have
"beneficial ownership" of any security that such person has the right
to acquire within 60 days after such date, such as under the Company's
Stock Option Plans.
(2) The address of each person, except W.D. Cox and R. Faser Triplett,
M.D., is Cal-Maine Foods, Inc., 3320 Woodrow Wilson Drive (Post Office
Box 2960), Jackson, Mississippi 39207. Mr. Cox's address is 1161 Oak
River Road, Memphis, Tennessee 38120 and Dr. Triplett's address is 1600
North State Street, Second Floor, Jackson, Mississippi 39202.
2
<PAGE> 5
(3) Percent of total voting power is based on the total votes to which the
Common Stock (one vote per share) and Class A Common Stock (ten votes
per share) are entitled.
(4) The number of shares shown in the table include 407,231 shares of
Common Stock owned by Mr. Adams' spouse. The Class A Common Stock is
convertible on a share-for-share basis into shares of Common Stock.
(5) Includes 252,048 shares accumulated under the Cal-Maine Foods, Inc.
Employee Stock Ownership Plan ("ESOP").
(6) Includes 67,402 shares accumulated under ESOP, 12,608 shares owned by
Mr. Looper's spouse.
(7) Includes 69,257 shares owned by Mr. Baker's spouse separately and as
custodian for their children as to which Mr. Baker disclaims any
beneficial ownership, and 29,144 shares accumulated under the ESOP.
(8) Includes 6,524 shares accumulated under the ESOP, and 5,000 shares
owned by Mr. Raines' spouse.
(9) Includes 20,756 shares accumulated under the ESOP.
(10) Includes 5,952 shares accumulated under the ESOP.
(11) Includes 70,155 shares accumulated under the ESOP.
(12) Includes shares as to which Messrs. Adams and Baker disclaim any
beneficial ownership. See Notes (4) and (7) above.
The shares of Common Stock accumulated in the ESOP, as indicated in
Notes (5) through (11) above, also are included in the 3,023,542 shares shown in
the table as owned by the ESOP.
See table on Page 7 for details as to options granted to the named
executive officers in fiscal 2000.
ELECTION OF DIRECTORS
The Company's bylaws provide that the number of directors shall be
fixed by resolution of the Board of Directors and that the number may not be
less than three nor more than fifteen. Pursuant to the bylaws, the Board of
Directors has fixed the number of directors at nine. Unless otherwise specified,
proxies will be voted FOR the election of the nine nominees named below to serve
until the next annual meeting of shareholders and until their successors are
elected and qualified. If, at the time of the meeting, any of the nominees named
below is unable or declines to serve as director (which is not anticipated), the
proxies will be voted for the election of such other person or persons as the
Board of Directors may designate in their discretion. The directors recommend a
vote FOR the nine nominees listed below. All nominees presently serve as
directors of the Company.
3
<PAGE> 6
NOMINEES FOR DIRECTOR
The table below sets forth certain information regarding the nominees for
election to the Board of Directors:
<TABLE>
<CAPTION>
NAME AGE TENURE AND BUSINESS EXPERIENCE
---- --- ------------------------------
<S> <C> <C>
Fred R. Adams, Jr. (1)(3) 68 Fred R. Adams, Jr. has served as the Chief Executive Officer and
Chairman of the Board of director of the Company since its formation in 1969 and as the
Directors and Chief Executive Chairman of its Board of Directors since 1982. He is a director
Officer and past chairman of National Egg Company, United Egg Producers,
Mississippi Poultry Association, U.S. Egg Marketers, Inc., and
Egg Clearinghouse, Inc. Mr. Adams is the father-in-law of Mr.
Baker.
Richard K. Looper (1) 73 Richard K. Looper served as President and Chief Operating Officer
Vice Chairman of the of the Company from 1983 to January 1997. Previously, he had
Board of Directors served as Executive Vice President of the Company since 1982 and
was originally employed by the Company in 1974. Mr. Looper is a
past chairman of the American Egg Board and U.S. Egg Marketers,
Inc. He has served as a director of the Company since 1982.
Adolphus B. Baker (1) 43 Adolphus B. Baker was elected President and Chief Operating
President and Chief Operating Officer in January 1997. He was serving as Vice President and
Officer Director of Marketing of the Company when elected President.
Previously, he had served as Assistant to the President since
1987 and has been employed by the Company since 1986. He has
been a director of the Company since 1991. Mr. Baker is a member
of the American Egg Board Executive Committee, Past Chairman of
Mississippi Poultry Association, and is a past chairman of Egg
Clearinghouse, Inc. Mr. Baker is a director of Trustmark
National Bank of Jackson, Mississippi. Mr. Baker is Mr. Adams'
son-in-law.
Bobby J. Raines (1)(2) 67 Bobby J. Raines has served as Vice President, Chief Financial
Vice President, Chief Officer, Treasurer and Secretary of the Company since 1972.
Financial Officer, Treasurer, Previously, he had handled various operational responsibilities
Secretary and Director and has been employed by the Company since its formation in
1969. He has served as a director of the Company since 1982.
Jack B. Self, Vice 70 Jack B. Self has been Vice President/Operations and Production of
President/Operations and the Company since 1977. He has served as a director of the
Production and Director Company since 1983.
Joe M. Wyatt 61 Joe M. Wyatt has been Vice President/Feed Mill Division since
Vice President/Feed Mill 1977 and has been employed by the Company since its formation in
Division and Director 1969. He has served as a director of the Company since 1983.
Charles F. Collins 56 Charles F. Collins has served as Vice President and Controller of
Vice President, Controller the Company since 1978. He has served as a director of the
and Director Company since 1983. He has been employed by the Company since
1969.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C>
W. D. (Jack) Cox (2)(3) 74 W.D. (Jack) Cox has served as a director of the Company since
Director September 1996. Mr. Cox has been a consultant to various food
companies and a major farm implement company since October 1990.
Prior thereto, he served as Vice President for vegetable oil
procurement at Kraft, Inc. ("Kraft"), and was a consultant to
offshore and Canadian locations of Kraft's facilities. In the
early 1980s, Mr. Cox was Vice President for commodities and
ingredients of Nabisco Brands, Inc. From 1970 to 1972 Mr. Cox
was employed by the Company as Vice President for egg products.
R. Faser Triplett, M.D. (2)(3) 66 R. Faser Triplett, M.D., has served as a director of the Company
Director since September 1996. Dr. Triplett is a practicing physician and
a Clinical Assistant Professor at the University of Mississippi
School of Medicine. He is the majority owner of Avanti Travel,
Inc. and a director of Skytel Corporation.
</TABLE>
----------------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
The Company's executive officers, each of whom is also a director of
Cal-Maine, serve as executive officers at the pleasure of the Board.
BOARD AND COMMITTEE MEETINGS
The Board of Directors of the Company held four (4) meetings in fiscal
year 2000. Mr. Raines could not attend the meeting held on October 11, 1999, and
Messrs. Cox and Triplett could not attend the meeting held on January 10, 2000.
The Executive Committee of the Board consists of Messrs. Adams, Looper, Baker
and Raines. The Board also has a Compensation Committee consisting of Messrs.
Adams, Cox and Triplett, and an Audit Committee consisting of Messrs. Raines,
Cox and Triplett. The Compensation and Audit Committees were established in
October 1997, after Messrs. Cox and Triplett became members of the Board of
Directors. The Board does not have a nominating committee or committee
performing similar functions. This function is performed by the Executive
Committee.
The Executive Committee may exercise all of the powers of the full
Board of Directors, except for certain major actions, such as the adoption of
any agreement of merger or consolidation, the recommendation to stockholders of
any disposition of substantially all of the Company's assets or a dissolution of
the Company, and the declaration of a dividend or authorization of an issuance
of stock. The Executive Committee acts on matters, within the scope of its
authority, between meetings of the full Board. During the last fiscal year, no
formal meetings of the Executive Committee were held, but the Committee,
pursuant to Delaware law, took action by unanimous written consent on seventeen
(17) occasions.
The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of the Company, reviews
general policy matters relating to compensation and benefits of employees of the
Company, including the issuance of stock options to the Company's officers,
employees and directors. The Compensation Committee met one time during fiscal
2000.
The Audit Committee meets with management and the Company's independent
auditors to determine the adequacy of internal controls and other financial
reporting matters. The Audit Committee met four (4) times during fiscal 2000.
5
<PAGE> 8
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, such as the Common Stock,
to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Such persons are also required to furnish the Company with
copies of all forms they file under this regulation. To the Company's knowledge,
based solely on a review of the copies of such reports furnished to the Company
and representations that no other reports were required, for the fiscal year
ended June 3, 2000, all Section 16(a) reports applicable to its directors and
executive officers were timely filed.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following Summary Compensation Table sets forth all compensation awarded
to, earned by or paid for services rendered to the Company in all capacities
during the fiscal year ended June 3, 2000, by (i) the Company's chief executive
officer and (ii) the Company's four other most highly compensated executive
officers who were serving as executive officers at the end of that year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LTIP ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS(1) PAYOUTS COMPENSATION(2)
---------------------------- ------ --------- ------- ------------
<S> <C> <C> <C> <C>
Fred R. Adams, Jr.- Chairman of the
Board and Chief Executive Officer $256,304 $269,231 None $82,820
Richard K. Looper - Vice Chairman of
the Board of Directors $141,477 $172,944 $50,000(3) $ 1,246
Adolphus B. Baker - President, Chief
Operating Officer and Director $138,634 $125,000 None $ 710
Bobby J. Raines - Vice President,
Chief Financial Officer, Treasurer
and Secretary $149,718 $112,500 (4) $ 977
Joe M. Wyatt - Vice President/
Operations and Feed Mills
$106,346 $ 83,560 (4) $ 730
</TABLE>
---------------------
(1) Bonuses are determined annually by the Compensation Committee of the
Board of Directors on a discretionary basis based on the results of the
Company's operations and the Committee's evaluation of the executive
officer's contribution to such performance.
(2) The amounts shown represent premiums paid under separate life insurance
policies purchased by the Company for each person named in the table.
The policy on Mr. Adams' life is owned by an Adams family inter vivos
trust, and the beneficiaries are Mr. Adams' four daughters and their
descendants. Messrs. Looper and Raines are the owners of their
respective policies, and members of their families are the
beneficiaries. The Company is not a beneficiary under any of such
policies and will not receive any portion of the proceeds paid
thereunder upon the death of any of the insureds. In addition, the
Company made contributions to the account of each named executive
maintained under the Company's Employee Stock Ownership Plan. See
"Employee Stock Ownership Plan" below.
(3) Paid pursuant to Mr. Looper's incentive compensation agreement with the
Company. See "Long Term Incentive Plans," below.
(4) Mr. Raines and Mr. Wyatt earn compensation payable in the future
pursuant to long term incentive plans. See "Long Term Incentive Plans"
below.
6
<PAGE> 9
FISCAL YEAR END OPTION VALUE TABLE
As of June 3, 2000, none of the executive officers named in the Summary
Compensation Table held any unexercised options under the Company's 1993 Stock
Option Plan.
STOCK OPTIONS GRANTED IN FISCAL 2000 UNDER THE COMPANY'S 1999 STOCK OPTION PLAN
<TABLE>
<CAPTION>
NAME NUMBER OF PERCENTAGE OF EXERCISE OR EXPIRATION POTENTIAL POTENTIAL VALUE AT
---- ---------- -------------- ------------ ----------- --------- --------- --------
SECURITIES TOTAL OPTIONS/ BASE PRICE DATE REALIZABLE REALIZABLE JUNE 3, 2000
----------- --------------- ---------- ---- ---------- ---------- ------------
UNDERLYING SARS GRANTED TO ($/SH) VALUE WITH VALUE WITH
----------- ---------------- ------ ----------- ----------
OPTIONS/SARS EMPLOYEE IN ANNUALIZED ANNUALIZED
------------- ------------ ----------- ----------
GRANTED FISCAL 2000 AFFIRMATION AFFIRMATION
------- ----------- ------------ -----------
OF 5% OF 10%
------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fred R. Adams -0- -0- -0- -0- -0- -0- -0-
R. K. Looper 40,000/40,000 8% $3.00 12/31/2009 151,200 381,600 $70,000
Adolphus Baker 40,000/40,000 8% $3.00 12/31/2009 151,200 381,600 $70,000
B. J. Raines 40,000/40,000 8% $3.00 12/31/2009 151,200 381,600 $70,000
Joe M. Wyatt 20,000/20,000 4% $3.00 12/31/2009 75,600 190,800 $35,000
</TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN
The Company maintains a payroll-based Employee Stock Ownership Plan (the
"ESOP"). Pursuant to the ESOP, originally established in 1976 all persons
employed by the Company over age 21 with one or more years of service,
participate. Its assets, which currently consists primarily of Common Stock of
the Company, are managed by a trustee designated by the Board. Contributions by
the Company may be made in cash or shares of Common Stock, as determined by the
Board of Directors. Employee contributions are not permitted. Company
contributions generally may not exceed 15% of the aggregate annual compensation
of participating employees. Contributions are allocated to the accounts of
participating employees in the proportion which each employee's compensation for
the year bears to the total compensation (up to $150,000 per employee) of all
participating employees. Company contributions vest 20% annually beginning with
the participating employee's third year of service.
Shares of Common Stock held in an employee's account are voted by the
ESOP trustee in accordance with the employee's instructions. An employee or his
or her beneficiary is entitled to distribution of the balance of his or her
account upon termination of employment. The Company's contributions to the ESOP
amounted to approximately $932,311 in calendar year 1999. For calendar year
1999, the Company's contributions to the ESOP on behalf of each of the executive
officers named in the Summary Compensation Table were: Fred R. Adams, Jr. -
$7,245, Richard K. Looper $7,245, Adolphus B. Baker - $7,245, Bobby J. Raines -
$7,245, and Joe M. Wyatt - $7,245.
1999 STOCK OPTION PLAN
The Company's 1999 Stock Option Plan was adopted on April 15, 1999, and
approved by the Shareholders on October 11, 1999 (the "1999 Plan"). Under the
1999 Plan, a total of 500,000 shares of Common Stock were reserved for issuance
upon the exercise of options that could be granted under the 1999 Plan. Options
were
7
<PAGE> 10
awarded by the Board of Directors of the Company and can be either incentive
stock options ("ISOs") to satisfy the requirements of ss. 422 of the Internal
Revenue Code (the "Code"), or non-statutory options ("NSOs") which are not
intended to satisfy such requirements.
Under the 1999 Plan, the exercise price per share for any option
granted may not be less than 100% of the fair market value of the common stock
on the date of the grant. The number and kind of shares subject to an option and
the option exercise price may be adjusted in certain circumstances to prevent
dilution. The method of payment of an option exercise price will be as
determined by the Board of Directors and as is set forth in the individual stock
option agreements.
The options presently outstanding, all of which are held by employees,
including executive officers and executive officers who are also directors, are
for a total of 500,000 shares granted on December 13, 1999, at an exercise price
of $3.00 per share and must be exercised no later than ten years after grant.
Shares subject to the 1999 Plan have been registered under the Securities Act of
1933.
SAVINGS AND RETIREMENT PLAN
Since 1985, the Company has maintained a defined contribution savings
and retirement plan (the "Retirement Plan"), which is designed to qualify under
Sections 401 (a) and 401 (k) of the Code. An employee is eligible to participate
in the Retirement Plan on or after having attained age 21 and after one year of
service. The Retirement Plan is administered by the Company and permits covered
employees to contribute up to the maximum allowed by the IRS regulations. Highly
compensated employees may be subject to further limitations on the amount of
their maximum contribution. The Company may make discretionary contributions
matching each employee's pre-tax contributions. At the present time, the Company
does not make discretionary contributions. The Retirement Plan is intended to
comply with the Employee Retirement Income Security Act of 1974, as amended.
Participating employees are at all times 100% vested in their account
balances under the Retirement Plan. Benefits are paid at the time of a
participant's death, retirement, disability, termination of employment, and,
under limited circumstances, may be withdrawn prior to the employee's
termination of service. Contributions are not taxable to employees until such
funds are distributed to them.
LONG TERM INCENTIVE PLANS
The Company has entered into certain incentive compensation
continuation agreements (the "Agreements") with Richard K. Looper, Bobby J.
Raines and Joe M. Wyatt. Pursuant to the Agreements, each such executive officer
may earn up to ten years of compensation payments if he remains with the Company
until age 65. If the officer's employment ends before his 65th birthday, he
would be entitled to fewer years of incentive compensation payments, depending
on the length of time served as an officer. The incentive compensation payments
are made monthly, beginning immediately after the officer's 65th birthday, at
the annual rate of $50,000 per year for Messrs. Looper and Raines and $20,000
per year for Mr. Wyatt. The Agreements provide that once payments begin or have
been earned, any remaining payments will continue to be made to the officer's
estate after his death.
Mr. Looper has earned ten (10) years of incentive compensation payments
under his Agreement. Mr. Looper began receiving his payments on December 1,
1991. Mr. Raines will have earned thirteen (13) years in October 2000 and will
earn an additional year for each year worked thereafter until his retirement.
Mr. Wyatt has earned eight (8) years and will earn an additional year up to ten
(10) years for each year worked hereafter until his retirement.
DIRECTOR COMPENSATION
The Company's non-employee directors are each entitled to receive
$10,000 annually as compensation for their services as a director and have been
granted options to purchase Common Stock under the 1993 Plan and may be granted
8
<PAGE> 11
options under the 1999 Plan. Options to purchase 12,000 shares of Common Stock
at a price of $4.33 per share were granted on October 15, 1996 to each of W. D.
(Jack) Cox and R. Faser Triplett, the non-employee directors of the Company. All
options expire ten years after grant. Directors also may be compensated for any
services performed in addition to their normal duties as a director of the
Company. Employee-directors receive no additional compensation for their
services as directors of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In October 1996, the Board of Directors established a Compensation
Committee. As indicated above, the members of the Committee are Fred R. Adams,
Jr., Chairman of the Board of Directors and Chief Executive Officer, and W.D.
(Jack) Cox and R. Faser Triplett, independent directors of the Company. Only Mr.
Adams is an employee of the Company.
From 1970 to 1972, Mr. Cox was employed by the Company as Vice
President for egg products.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND STOCK PERFORMANCE
GRAPH
Compensation for the executive officers named in the table on Page 6
went up slightly compared to the preceding year. The Compensation Committee felt
the performance of the named executives was outstanding and was not in any
manner the cause of a reduction in Company profits which were attributable to
industry wide conditions.
COMPARISON OF 41 MONTH CUMULATIVE TOTAL RETURN*
AMONG CAL MAINE FOODS, INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX,
AND THE NASDAQ NON-FINANCIAL INDEX
<TABLE>
<CAPTION>
12/12/96 2/97 5/97 8/97 11/97 2/98 5/98 8/98 11/98 2/99 5/99 8/99 11/99 2/00 5/00
-------- ---- ---- ---- ----- ---- ---- ---- ----- ---- ---- ---- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL-MAINE FOODS, INC. 100.00 112.50 96.43 96.43 89.29 91.21 76.56 66.38 72.80 75.69 78.58 62.03 49.96 59.22 48.91
NASDAQ STOCK MARKET (U.S.) 100.00 100.41 107.74 122.58 123.73 137.24 136.67 115.86 151.74 178.75 193.16 213.36 261.25 365.41 264.57
NASDAQ NON-FINANCIAL 100.00 98.96 106.63 120.94 119.82 133.19 132.47 112.25 149.15 178.12 192.45 217.50 268.77 390.10 276.23
</TABLE>
* $100 INVESTED ON 12/12/96 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS FISCAL YEAR ENDING MAY 31
9
<PAGE> 12
INDEPENDENT AUDITORS
The firm of Ernst & Young, LLP has served as independent auditors of
the Company since fiscal year 1989. While no dispute or disagreement exists with
Ernst & Young, LLP, the Board of Directors has elected to receive proposals from
qualified accounting firms to serve as independent auditors for fiscal year
2001. The Board believes it is in the best interest of the Company and its
shareholders to consider different firms from time to time. Representatives of
Ernst & Young, LLP are expected to be present at the annual meeting and will
have an opportunity to make a statement if they so desire and will be available
to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received in writing by the Company no
later than May 5, 2001, to be considered for inclusion in the Company's proxy
materials for the 2001 Annual Meeting. Shareholder proposals should be addressed
to Cal-Maine Foods, Inc., Post Office Box 2960, Jackson, Mississippi 39207,
Attention: Secretary. No shareholder proposals were received for inclusion in
the proxy materials for the 2000 meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the meeting. However, if any other matters are properly brought before
the meeting, the proxies in the enclosed proxy will vote in accordance with
their best judgment on such matters.
Holders of Common Stock are urged to complete, sign and date the
accompanying proxy card and return it in the enclosed envelope. No postage is
necessary if the proxy card is mailed in the United States.
By order of the Board of Directors,
/s/ Bobby J. Raines
------------------------------------------
Bobby J. Raines
Secretary
Jackson, Mississippi
September 7, 2000
10
<PAGE> 13
CAL-MAINE FOODS, INC.
THIS PROXY IS BEING SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS.
The undersigned hereby appoints Fred R. Adams, Jr. and Bobby J. Raines, or
either of them, as proxies with the power to appoint their substitutes and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of Cal-Maine Foods, Inc. (the "Company"), held of record
by the undersigned on September 1, 2000, at the Annual Meeting of Stockholders
of the Company, to be held on October 5, 2000, and at any adjournments thereof,
with all powers the undersigned would possess if personally present.
1. Election of Directors (Check only one box below. TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE, STRIKE THROUGH THE NAME OF NOMINEE.)
[ ] To vote for all the [ ] To withhold authority to vote
nominees listed below: for all nominees listed below:
Fred R. Adams, Jr., Richard K. Looper, Adolphus B. Baker, Bobby J.
Raines, Jack B. Self, Joe M. Wyatt, Charles F. Collins, W. D.
(Jack) Cox, and R. Faser Triplett, M.D.
[ ] To allocate your votes among nominees for director utilizing
cumulative voting, indicate the number of votes for each director
opposite the name of each nominee.
<TABLE>
<S> <C> <C>
Fred R. Adams, Jr. ------- Bobby J. Raines ------- Charles F. Collins -------
Richard K. Looper ------- Jack B. Self ------- W.D. (Jack) Cox -------
Adolphus B. Baker ------- Joe M. Wyatt ------- R. Faser Triplett, M.D. -------
</TABLE>
Please refer to the Proxy Statement for a discussion of cumulative
voting.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments
thereof. If a nominee for director is unable to serve or, for good cause,
will not serve as director, the proxies may vote for any person for
director in their discretion.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
LISTED. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN BY THE
UNDERSIGNED TO VOTE AT THE ANNUAL MEETING. THIS PROXY MAY BE REVOKED PRIOR TO
ITS EXERCISE, EITHER IN PERSON OR IN WRITING.
----------------------------------
Signature (Seal)
----------------------------------
Signature if held jointly (Seal)
, 2000
----------------------------
(Date)
Sign your name exactly as it
appears on the label. When signing
as attorney, executor,
administrator, trustee, or
guardian, please state full title
as such. If a corporation, please
sign in full corporate name by
president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person. When shares are
held jointly, both stockholders
must sign this proxy.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE> 14
CAL-MAINE FOODS, INC.
THIS PROXY IS BEING SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS.
The undersigned hereby directs the Trustee of the Cal-Maine Foods, Inc.
Employee Stock Ownership Plan to vote all the shares of Common Stock of
Cal-Maine Foods, Inc. (the "Company"), held for the account of the undersigned
in the Plan on September 1, 2000, at the Annual Meeting of the shareholders of
the Company, to be held on October 5, 2000, and at any adjournments thereof as
follows:
1. Election of Directors (Check only one box below. TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE, STRIKE THROUGH THE NAME OF NOMINEE.)
[ ] To vote for all the [ ] To withhold authority to vote
nominees listed below: for all nominees listed below:
Fred R. Adams, Jr., Richard K. Looper, Adolphus B. Baker, Bobby J.
Raines, Jack B. Self, Joe M. Wyatt, Charles F. Collins, W. D.
(Jack) Cox, and R. Faser Triplett, M.D.
[ ] To allocate your votes among nominees for director utilizing
cumulative voting, indicate the number of votes for each director
opposite the name of each nominee.
<TABLE>
<S> <C> <C>
Fred R. Adams, Jr. ------- Bobby J. Raines ------- Charles F. Collins -------
Richard K. Looper ------- Jack B. Self ------- W.D. (Jack) Cox -------
Adolphus B. Baker ------- Joe M. Wyatt ------- R. Faser Triplett, M.D. -------
</TABLE>
Please refer to the Proxy Statement for a discussion of cumulative
voting.
2. The Trustee is authorized to vote upon such other business as may
properly come before the meeting and any adjournments thereof. If a
nominee for director is unable to serve or, for good cause, will not
serve as director, the Trustee may vote for any person for director in
their discretion.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
LISTED. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN BY THE
UNDERSIGNED TO VOTE AT THE ANNUAL MEETING. THIS PROXY MAY BE REVOKED PRIOR TO
ITS EXERCISE, EITHER IN PERSON OR IN WRITING.
----------------------------------
Signature (Seal)
----------------------------------
Signature if held jointly (Seal)
, 2000
----------------------------
(Date)
Sign your name exactly as it
appears on the label. When signing
as attorney, executor,
administrator, trustee, or
guardian, please state full title
as such. If a corporation, please
sign in full corporate name by
president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person. When shares are
held jointly, both stockholders
must sign this proxy.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
