UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
CURRENT
REPORT
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date
of
Report (Date of Earliest Event Reported): December 28, 2006
(Exact
name of registrant as specified in its charter)
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Delaware
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000-04892
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64-0500378
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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3320
Woodrow Wilson Avenue
Jackson,
MS 39207
(Address
of principal executive offices (zip code))
601-948-6813
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
| o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-
12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13d-4(c))
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| Item
5.02. |
Departure
of Directors or Principal Officers: Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Deferred
Compensation Plan
On
December 28, 2006, the Board of Directors of Cal-Maine Foods, Inc. (the
“Company”) approved the Cal-Maine Foods, Inc. Deferred Compensation Plan (the
“Plan”), an unfunded deferred compensation plan designed to provide deferred
compensation for a select group of management or highly compensated employees
of
the Company. The Plan is not a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended, or subject to provisions of the
Employment Retirement Income Security Act of 1974, as amended, as set forth
in
the Plan.
A
committee of three persons (the “Committee”) appointed by the Board of Directors
will administer the Plan. The Committee is the named fiduciary and administrator
under the Plan and in general is responsible for the management and
administration of the Plan. The Chief Executive Officer of the Company may
remove, with or without cause, any member of the Committee, and name his or
her
successor, and fill any vacancy caused by death, resignation or any other
reason. The members of the Committee currently are Fred R. Adams, Jr., Chairman
of the Board and Chief Executive Officer, Adolphus B. Baker, President, Chief
Operating Officer and Director, and Timothy A. Dawson, Vice President, Chief
Financial Officer, Secretary and Director of the Company.
Eligibility
to participate in the Plan is limited to salaried employees of the Company
who
are management or highly compensated employees, as selected by the Committee
(“Participants”). A book reserve account, or “Deferred Compensation Account,”
will be established for each Participant for the purposes of determining
deferred compensation payable to the Participant based on “Employer Contribution
Credits” that are based on a percentage of the Participants base salary, other
“Employer Credits” determined in the Committee’s discretion, and “Investment
Credits” measured by the performance of an investment fund, as provided in the
Plan. A Participant’s interest in the Plan will be 100% vested at all
times.
Deferred
compensation benefits under the Plan will be payable upon termination of
employment for any reason involving separation from service, as determined
by
the Committee. Benefit payments will be made in a single lump sum, or in annual
installments as provided in the Plan, subject to permitted delays in payment
in
specified circumstances. Payments, in any case, will be made in a single lump
sum if a Participant terminates employment before age 55 for reasons other
than
death or disability, or if the value of the Participant’s account is $10,000 or
less upon termination of employment for any reason. All costs of the Plan will
be borne by the Company.
The
Plan
may be amended or terminated by the Board at any time, without decreasing the
interests of Participants. Participants are not conferred any right to continued
employment with the Company, or
any
other
rights against the Company except as specified in the Plan. A copy of the Plan
is filed with this Form 8-K as Exhibit No. 10.15. As of the date of this Form
8-K, there are no Participants under the Plan.
| Item
9.01. |
Financial
Statements and Exhibits
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10.15 |
Deferred
Compensation Plan, dated December 28,
2006.
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SIGNATURES
Pursuant
to the requirements for the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CAL-MAINE
FOODS, INC.
Date:
January 4, 2007
By:
/s/ Fred R. Adams, Jr.
Fred
R.
Adams, Jr.
Chairman
of the Board and Chief Executive Officer