calm2021x10kex41






Exhibit 4.1 
To Annual Report 
on Form 10-K for Fiscal 2021 
Of Cal-Maine Foods, Inc. 
 

 

DESCRIPTION OF CAPITAL STOCK 
 
The amount of capital stock which Cal-Maine Foods, Inc. (the “Company” or “Corporation”) is authorized to issue (the “Capital 
Stock”) is 124,800,000 
shares, consisting of 
(a) 120,000,000 shares 
of Common 
Stock with a 
par value 
of One Cent 
($.01) per 
share and (b) 4,800,000 shares of Class A Common Stock with a par value of One Cent ($.01) per share. 
 
The 
following 
summary 
describes 
the 
Capital 
Stock 
under 
the 
Company’s 
Second 
Amended 
and 
Restated 
Certificate 
of 
Incorporation (the “Restated Charter”). 
The summary may not 
be complete and is subject 
to, and qualified in 
its entirety by, the 
applicable provisions 
of Delaware 
law and 
the terms and 
provisions of our 
Restated Charter. You 
should refer 
to, and 
read this 
summary together 
with, our 
Restated Charter 
to review 
all provisions 
applicable to 
our Capital 
Stock that 
may be important 
to 
you. 
 
Equal Treatment 
 
Except as otherwise provided in the Restated 
Charter as described below, or required by applicable 
law, shares of Common Stock 
and Class A 
Common Stock shall have the same rights and powers, rank equally (including as 
to dividends and distributions, and 
upon any 
liquidation, dissolution 
or winding 
up of 
the Corporation), 
share ratably 
and be 
identical in 
all respects 
and as 
to all 
matters. 
 
Voting Rights 
 
Holders of shares of Capital Stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of 
Common Stock 
entitled to 
one vote 
and each 
share of 
Class A Common Stock 
entitled to 
ten votes. 
Holders of 
Capital Stock 
have the right of cumulative voting in the election of directors. 
Cumulative voting means that each stockholder is 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, 
and such stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or 
for any two or more of them as such stockholder may see fit. 
 
Under Delaware 
law, the affirmative 
vote of the 
holders of a 
majority of the 
outstanding shares of 
any class of 
Capital Stock is 
required to approve, among other 
things, any amendment to the 
certificate of incorporation that would 
alter or change the 
powers, 
preferences 
or special 
rights of 
such class 
so as 
to affect 
such class 
adversely. In 
addition, as 
long as 
any of 
the shares 
of the 
Class A Common 
Stock are 
outstanding, 
the consent 
of not 
less than 
66 2/3 
% of 
the total 
shares of 
Class A Common 
Stock 
outstanding is required to 
(1) alter or change the rights 
and privileges of Class A Common Stock; (2) to 
amend any provision of 
Paragraph 4 of the Restated Charter affecting the Class A 
Common Stock or (3) effect any re-classification or re-capitalization of 
the Company’s Capital Stock. 
 
Dividends 
 
Holders of 
shares of 
Capital Stock 
are entitled 
to receive 
such dividends 
as may 
be declared 
by our 
Board of 
Directors out 
of 
funds legally available for such purpose. 
 
Shares of Common 
Stock and Class A Common Stock 
are required to 
be treated equally, 
identically and ratably, 
on a per 
share 
basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board of Directors out 
of any assets of the Company legally available therefor. 
 
However, in the event a dividend is paid in the form of shares of Capital Stock 
(or rights to acquire such shares), then holders of 
Common Stock shall receive 
shares of Common Stock 
(or rights) and holders of 
Class A Common Stock shall receive shares of 
Class A Common 
Stock (or 
rights), with 
holders of 
shares of 
Common Stock 
and Class A Common 
Stock receiving, 
on a 
per 
share basis, an identical number of shares of Common Stock or Class A Common Stock, as applicable. 






Exhibit 4.1 
To Annual Report 
on Form 10-K for Fiscal 2021 
Of Cal-Maine Foods, Inc. 
 

 

 
Notwithstanding the foregoing, the 
Board of Directors may 
pay or make 
a disparate dividend 
or distribution per share 
of Common 
Stock or Class A Common 
Stock (whether 
in the amount 
of such dividend 
or distribution payable 
per share, 
the form 
in which 
such dividend 
or distribution 
is payable, 
the timing 
of the 
payment, or 
otherwise) if 
such disparate 
dividend or 
distribution 
is 
approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and 
Class A 
Common Stock, each voting separately as a class. 
 
Ownership of Class A Common Stock 
 
The Class A Common 
Stock may 
only be issued 
to Immediate 
Family Members 
and Permitted Transferees 
(each as 
defined in 
the 
Restated 
Charter, 
and 
as summarized 
below). 
In 
the 
event 
any 
share 
of 
Class A Common 
Stock, 
by 
operation 
of 
law 
or 
otherwise is, or 
shall be deemed 
to be owned 
by any person 
other than 
an Immediate Family 
Member or 
Permitted Transferee, 
such share of Class A Common Stock shall 
automatically convert into 
Common Stock, whereby the 
voting power of such 
stock 
would be reduced from ten votes per share to one vote per share. 

 
The term “Immediate Family Member” 
includes: the spouse of our 
late founder and Chairman 
Emeritus Fred R. 
Adams, Jr., (Mrs. 
Jean Adams), 
his 
natural 
children 
(the 
“Daughters”), 
his 
sons-in-law 
(including 
our 
Chairman 
and 
Chief 
Executive 
Officer 
Adolphus B. Baker), and his grandchildren, including the estates of all of 
such persons. 
 
The term “Permitted Transferee” includes: 
 
(i) 
an Immediate Family Member; 
 
(ii) 
a trust 
held for 
the sole 
or primary 
benefit of 
one or 
more Immediate 
Family Members 
or Permitted 
Transferees, 
including any trustee in such trustee’s capacity as such, provided 
that if a trust is not for the sole benefit of one or 
more 
Immediate 
Family 
Members 
or 
Permitted 
Transferees, 
an 
Immediate 
Family 
Member 
or 
Permitted 
Transferee 
must 
retain sole 
dispositive and 
exclusive power 
to direct 
the voting 
of the 
shares of 
Class A Common Stock 
held by 
such 
trust; 
 
(iii) 
a corporation, limited liability company or partnership, including but not limited to, a family limited partnership or 
similar limited liability 
company or corporation, 
or a single member 
limited liability company, 
provided that all 
of the 
equity interest in 
such entity is owned, 
directly or indirectly, by 
one or more Immediate 
Family Members or 
Permitted 
Transferees and an 
Immediate Family Member 
or Permitted Transferee retains 
sole dispositive and 
exclusive power to 
direct the voting of the shares of Class A Common Stock held by such entity; 

 
(iv) 
a qualified 
Individual Retirement 
Account, pension, 
profit sharing, 
stock bonus 
or other 
type of 
plan or 
trust of 
which an Immediate 
Family Member or Permitted 
Transferee is a participant 
or beneficiary, provided that 
in each case 
an Immediate Family Member or 
Permitted Transferee retains sole dispositive and 
exclusive power to direct the voting 
of the shares of Class A Common Stock held by such account, plan or trust; or 
 
(v) 
any guardianship, conservatorship or custodianship 
for the benefit of an Immediate Family 
Member who has been 
adjudged 
disabled, 
incapacitated, 
incompetent 
or 
otherwise 
unable 
to 
manage 
his 
or 
her 
own 
affairs 
by 
a 
court 
of 
competent jurisdiction, including any 
guardian, conservator or 
custodian in such guardian’s, 
conservator’s or custodian’s 
capacity as such. 
 
Other Provisions 
 
The holders of Common Stock and Class A Common Stock are not entitled to preemptive or subscription rights. 
 






Exhibit 4.1 
To Annual Report 
on Form 10-K for Fiscal 2021 
Of Cal-Maine Foods, Inc. 
 

 

Unless approved in advance by the affirmative vote of the holders of a majority of 
the outstanding shares of Common Stock and 
Class A Common 
Stock, 
each 
voting 
separately 
as 
a 
class, 
shares 
of 
Common 
Stock 
or Class 
A Common 
Stock 
may 
not 
be 
subdivided, combined 
or reclassified unless 
the shares of 
the other class 
are concurrently therewith 
proportionately subdivided, 
combined 
or 
reclassified 
in 
a 
manner 
that 
maintains 
the 
same 
proportionate 
equity 
ownership 
between 
the 
holders 
of 
the 
outstanding Common Stock and Class A 
Common Stock on the record date for such subdivision, combination or reclassification. 
 
Unless approved in advance by the affirmative vote of the holders of a majority of 
the outstanding shares of Common Stock and 
Class A Common 
Stock, each 
voting separately 
as a 
class, upon 
the dissolution, 
liquidation or 
winding up 
of the 
corporation, 
whether voluntary 
or involuntary, 
holders of 
Common Stock 
and Class A Common 
Stock will 
be entitled 
to receive 
ratably all 
assets of the Corporation available for distribution to its stockholders. 
 
In the event of 
(i) a merger, 
consolidation or other business 
combination requiring the approval of 
the holders of the 
Corporation’s 
capital stock entitled to vote thereon, (ii) a tender or exchange offer to acquire any shares of Common Stock or Class 
A Common 
Stock by a third party pursuant to 
an agreement to which the Corporation is 
a party, or (iii) a tender or exchange offer 
to acquire 
any 
shares of 
Common 
Stock or 
Class A Common 
Stock 
by the 
Corporation, 
holders of 
the 
Common 
Stock 
and 
the Class 
A 
Common Stock 
shall have the 
right to receive, 
or the right 
to elect to 
receive, the 
same form and 
amount of 
consideration on 
a 
per share basis. 

 
Each share 
of Class A Common 
Stock is 
convertible, at 
the option 
of its 
holder, into 
one share 
of Common 
Stock at 
any time. 

Once shares of Class A Common Stock 
are converted into Common 
Stock, the shares of 
Class A Common Stock will be retired 
and 
may not 
be reissued. 
The number 
of shares 
of Common 
Stock into 
which 
the shares 
of Class A 
Common 
Stock may 
be 
converted is 
subject to 
adjustment from 
time to 
time in 
the event 
of any 
capital reorganization, 
reclassification of 
stock of 
the 
Company or consolidation or merger of the Company with or into another corporation. 
 
The 
Restated 
Charter 
includes 
a 
sunset 
provision 
pursuant 
to 
which 
all 
of 
the 
outstanding 
Class 
A 
Common 
Stock 
will 
automatically 
convert 
to 
Common 
Stock 
if: 
(a) 
less 
than 
4,300,000 
shares 
of 
Class A 
Common 
Stock, 
in 
the 
aggregate, 
are 
beneficially owned by Immediate Family 
Members and/or Permitted Transferees, 
or (b) if less than 4,600,000 
shares of Class A 
Common Stock 
and Common Stock, 
in the aggregate, 
are beneficially owned 
by Immediate Family 
Members and/or Permitted 
Transferees. 
 
Control by Immediate Family Members, Anti-Takeover Considerations and Conflicts of Interest 
 
General 
 
Mr. Adams founded the Company 
and served as its CEO 
from the formation 
of the Company in 1969 
until 2010, when his son-
in-law, Mr. Baker, became CEO. Mr. Adams died on March 29, 2020. 
 
As of July 19, 2021, Immediate Family Members beneficially 
own all of the 4.8 million outstanding shares of Class A Common 
Stock, representing 52.1% of the total voting power, and approximately 5.1 million shares of Common Stock, representing 5.6% 
of the total voting power. 
Such persons possess in the aggregate 57.7% of the total voting power of the outstanding shares 
of our 
Common Stock and Class A Common Stock, based on shares held directly or through related entities. 
 
The Common 
Stock is 
listed on 
The Nasdaq 
Stock Market 
(“NASDAQ”). 
Because Mrs. 
Adams, 
Mr. Baker 
and Mr. 
Baker’s 
spouse beneficially 
own in 
the aggregate 
capital stock 
of the 
Company entitling 
them to 
57.7% of 
the total 
voting power, 
the 
Company 
is a 
“controlled 
company” under 
NASDAQ rules. 
As a 
controlled 
company, the 
Company is 
not subject 
to certain 
NASDAQ 
listing 
standards, 
such 
as 
those 
that 
would 
otherwise 
require 
that 
a 
majority 
of 
a 
listed 
company’s 
directors 
be 
independent 
and 
that 
a 
compensation 
committee 
and 
nominating 
committee 
of 
the 
board 
of 
directors 
composed 
solely 
of 
independent directors be 
established. 
The Company is, however, 
subject to NASDAQ listing 
standards requiring that the Audit 
Committee be composed solely 
of independent directors. Delaware 
law provides that 
the holders of 
a majority of 
the voting power 






Exhibit 4.1 
To Annual Report 
on Form 10-K for Fiscal 2021 
Of Cal-Maine Foods, Inc. 
 

 

of shares entitled to vote must approve certain fundamental corporate transactions such as a merger, consolidation and sale of all 
or substantially 
all of 
a corporation’s 
assets. 
Immediate Family 
Members currently 
hold a 
majority of 
the voting 
power of 
all 
shares of capital stock of the 
Company and have indicated that they 
intend to retain ownership of a sufficient 
amount of Common 
Stock and Class 
A Common Stock 
to assure continued ownership of 
more than 50% of the 
voting power of our 
outstanding shares 
of capital stock. 
Accordingly, a merger, consolidation, sale of 
all or substantially all of 
the assets or other business combination 
or 
transaction 
involving 
the 
Company, 
which 
requires 
a 
stockholder 
vote, 
cannot 
be 
effected 
without 
the 
approval 
of 
the 
Immediate Family Members. 
 
As a result, majority control may make an unsolicited acquisition of the 
Company more difficult and discourage certain types of 
transactions involving a change of control of our Company, including transactions in which the holders of Common Stock might 
otherwise 
receive a 
premium for 
their shares 
over then 
current market 
prices. 
Also, the 
controlling 
ownership 
of our 
Capital 
Stock 
by 
Immediate 
Family 
Members 
may 
adversely 
affect 
the 
market 
price 
of 
our 
Common 
Stock, 
due 
in 
part 
to 
lack 
of 
speculation that there may be a change in control. 
 
Delaware Anti-Takeover Law 
 
We 
are subject 
to Section 
203 (“Section 
203”) of 
the Delaware 
General 
Corporation 
Law. 
Under 
this provision, 
we may 
not 
engage 
in 
any 
“business 
combination” 
with 
any 
interested 
stockholder 
for 
a 
period 
of 
three 
years 
following 
the 
date 
the 
stockholder became an interested stockholder, unless: 
 
i.
 
prior to that date our Board of Directors approved either the business combination 
or the transaction that resulted in the 
stockholder becoming an interested stockholder; 
 
ii.
 
upon 
completion of 
the transaction 
that resulted 
in the 
stockholder becoming 
an interested 
stockholder, the 
interested 
stockholder owned at least 85% of the voting stock outstanding at the time the transaction began; 
or 
 
iii.
 
on or following 
that date, the busi
ness combination is 
approved by our Board 
of Directors and 
authorized at an 
annual 
or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that 
is not owned 
by the interested stockholder. 
 
Section 203 defines “business combination” to include, subject to limited 
exceptions: 
 
i.
 
any merger or consolidation involving the corporation and the interested stockholder;
 
 
ii.
 
any sale, 
transfer, pledge 
or other 
disposition of 
10% or 
more of 
the assets 
of the 
corporation involving 
the interested 
stockholder; 
 
iii.
 
any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
 
stockholder; 
 
iv.
 
any transaction 
involving the 
corporation 
that has 
the e
ffect of 
increasing the 
proportionate share 
of the 
stock of 
any 
class or series of the corporation beneficially owned by the interested stockholder; or 
 
v.
 
the receipt 
by the 
interested 
stockholder of 
the benefit 
of any 
loans, advances, 
guarantees, pledges
 
or other 
financial 
benefits provided by or through the corporation. 
 
In 
general, 
Section 203 
defines 
an 
“interested 
stockholder” 
as 
any 
entity 
or 
person 
beneficially 
owning 
15% 
or 
more 
of 
the 
outstanding voting 
stock of the 
corporation and 
any entity or 
person affiliated 
with or controlling 
or controlled 
by the entity 
or 
person. 






Exhibit 4.1 
To Annual Report 
on Form 10-K for Fiscal 2021 
Of Cal-Maine Foods, Inc. 
 

 

 
The restrictions of 
Section 203 of the 
Delaware General Corporation 
Law do not 
apply to corporations 
that have elected, 
in the 
manner provided therein, not to 
be subject to Section 
203 of the 
Delaware General Corporation Law. 
The Company has not 
made 
such an election. 
Accordingly, the Company would be subject to Section 203 in the event of a business combination. 

 
Transfer Agent
 
 
 
Computershare Trust Company of Louisville, Kentucky, is the Transfer Agent and Registrar for our Common Stock.