Edgar Filing: CAL MAINE FOODS INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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. _________)

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Filed by a Party other than the Registrant q

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule I4a-6(c)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12

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):

ý No fee required.

q Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(I) 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:

q Fee paid previously with preliminary materials.

CAL-MAINE FOODS, INC.

NOTICE OF ANNUAL MEETING

SEPTEMBER 30, 2009

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 39209, at 11:00 a.m. (Local Time), on Wednesday, September 30, 2009, to consider and vote on:

1.	the election of seven directors to serve on the Board of Directors of Cal-Maine Foods, Inc. for the ensuing year;

2.	ratification of Frost PLLC as independent auditors of the Company;

3.	a resolution proposed by The Humane Society of the United States concerning political contribution disclosures; and

4.	such other matters as may properly come before the Annual Meeting or any adjournments thereof.

August 17, 2009, 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


	TIMOTHY A. DAWSON
	SECRETARY

DATED: August 27, 2009

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.

CAL-MAINE FOODS, INC.

3320 Woodrow Wilson Drive

Jackson, Mississippi 39209

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD SEPTEMBER 30, 2009

The information set forth in this proxy statement is furnished in connection with the Annual Meeting of Shareholders of Cal-Maine Foods, Inc. (the “Company”) to be held on September 30, 2009, at 11:00 a.m., local time, at our headquarters, 3320 Woodrow Wilson Drive, Jackson, Mississippi. A copy of our Annual Report to Shareholders for the fiscal year ended May 30, 2009, accompanies this proxy statement. Our telephone number is (601) 948-6813. The terms “we,” “us” and “our” used in this proxy statement mean the Company.

Additional copies of the Annual Report (not including exhibits), Notice, Proxy Statement and Proxy card will be furnished without charge to any Shareholder upon written request to: Cal-Maine Foods, Inc., ATTN: Timothy A. Dawson, Secretary, Post Office Box 2960, Jackson, Mississippi 39207. Exhibits to the Annual Report may be furnished to Shareholders upon the payment of an amount equal to the reasonable expenses incurred in furnishing such exhibits. A list of the shareholders of record on the record date will be available for inspection at the above address for ten days preceding the date of the Annual Meeting.

Our Board of Directors is soliciting the enclosed proxy. The proxy may be revoked by a shareholder at any time before it is voted by filing with our 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 us. In addition to the solicitations of proxies by mail, our directors, officers, and regular employees may solicit proxies in person or by telephone. We will, upon request, reimburse banks, brokerage houses and other institutions, and fiduciaries for their expenses in forwarding proxy material to their principals. No proxies will be solicited via the Internet or web site posting.

This proxy statement, the enclosed form of proxy and the other accompanying materials are first being mailed to shareholders on or about August 27, 2009. Shareholders of record at the close of business on August 17, 2009, are eligible to vote at the Annual Meeting. As of the record date, 21,389,081 shares of our common stock were outstanding, and 2,400,000 shares of our 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 person or persons named in the proxy will vote:

for election of the seven nominees to serve as directors of the Company;

for the ratification of the appointment of Frost PLLC;

against the resolution proposed by The Humane Society of the United States; and

in their discretion with respect to such other business as may come before the Annual Meeting.

The election of directors requires a plurality of the votes cast. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

While we are not soliciting proxies by internet, interested persons may access this proxy statement at http://phx.corporate-ir.net/phoenix.zhtml?c=86814&p=proxy.

In accordance with our 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. We encourage you to read this entire document carefully.

TABLE OF CONTENTS

	Page

Ownership of Voting Securities by Certain Beneficial Owners and Management		3

Election of Directors		4

Nominees for Directors		5

Board and Committee Meetings		6

Report of the Audit Committee		7

Certain Corporate Governance Matters		7

Section 16(a) Beneficial Ownership Reporting Compliance		8

Certain Transactions		8

Compensation Discussion and Analysis		9

Resolution Proposed by The Humane Society of the United States		17

Comparison of 5 Year Cumulative Total Return		19

Independent Auditors		20

Shareholder Proposals		20

Other Matters		20

Incorporation by Reference		21

Appendix A		A-1

OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth information as to the beneficial ownership of our common stock as of July 31, 2009, by:

•

each person known by us to beneficially own more than five percent of the class outstanding, and

•

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.

Name of Beneficial Owner(2)	Common Stock and Class A Common Stock								Percent of Total Voting Power (3)
	Number of Shares(1)				Percent of Class
	Common		Class A		Common		Class A
Fred R. Adams, Jr. (4)(5)		6,654,965		1,798,476		31.0		74.9		54.2
Cal-Maine Foods, Inc. Employee Stock Ownership Plan		1,423,403				6.6				3.1
Richard K. Looper (6)		46,887				*				*
Adolphus B. Baker (7)		526,404		601,524		2.4		25.1		14.4
R. Faser Triplett, M. D.		31,000				*				*
Letitia C. Hughes		30,000				*				*
James E. Poole		100				*				*
Steve W. Sanders		0				0				0
Timothy A. Dawson (8)		8,807				*				*
Bobby L. Scott (9)		9,028				*				*
Joe Wyatt (10)		18,515				*				*
All directors and executive officers as a group (10 persons) (11)		7,325,706		2,400,000		34.2		100		68.8

* Less than one percent

(1)

The information as to beneficial ownership is based on information known to us or statements furnished to us 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 our stock option plans.

(2)

The address of each person, except James E. Poole, R. Faser Triplett, M.D., Letitia C. Hughes and Steve Sanders, is Cal-Maine Foods, Inc., 3320 Woodrow Wilson Drive (Post Office Box 2960), Jackson, Mississippi 39207. Mr. Poole's address is P. O. Box 5167, Jackson, Mississippi 39296; Dr. Triplett's address is 210 Winged Foot Circle, Jackson, Mississippi 39211; Ms. Hughes' address is P.O. Box 291, Jackson, Mississippi 39205; Mr. Sanders’ address is 2 Oakleigh Place, Jackson, Mississippi 39211.

(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 includes 778,173 shares of Common Stock owned by Mr. Adams' spouse separately and as to which Mr. Adams disclaims beneficial ownership.

(5)	Includes 436,057 shares accumulated under the Cal-Maine Foods, Inc. Employee Stock Ownership Plan (“ESOP”).

(6)	Includes 10,523 shares accumulated under the ESOP.

(7)	Includes 225,606 shares owned by Mr. Baker's spouse separately as to which Mr. Baker disclaims any beneficial ownership and 62,266 shares accumulated under the ESOP.

(8)	Includes 807 shares accumulated under the ESOP.

(9)	Includes 614 shares accumulated under the ESOP.

(10)	Includes 615 shares accumulated under the ESOP.

(11)	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 (10) above, also are included in the 1,423,403 shares shown in the table as owned by the ESOP.

ELECTION OF DIRECTORS

Our 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 twelve. Pursuant to the bylaws, the Board of Directors has fixed the number of directors at eight until September 29, 2009, at which time the number of directors will be reduced to seven. Due to ill health, Dr. Triplett will not stand for re-election to the Board of Directors. Unless otherwise specified, proxies will be voted FOR the election of the seven 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 seven nominees listed below. All nominees presently serve as directors of the Company.

Nominees for Directors

The table below sets forth certain information regarding the nominees for election to the Board of Directors:

Name	Age	Tenure and Business Experience

Fred R. Adams, Jr. (1) (3) Chairman of the Board of Directors, Chief Executive Officer and Director	77	Fred R. Adams, Jr. has served as the Chief Executive Officer and director of the Company since its formation in 1969 and as the Chairman of its Board of Directors since 1982. He is currently a director of the Mississippi Poultry Association and is past director of National Egg Company, United Egg Producers, U. S. Egg Marketers and Egg Clearinghouse, Inc. Mr. Adams is the father-in-law of Mr. Baker.

Richard K. Looper Vice Chairman of the Board of Directors and Director	82	Richard K. Looper served as President and Chief Operating Officer of the Company from 1983 to January 1997. Previously, he had 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) President, Chief Operating Officer and Director	52	Adolphus B. Baker was elected President and Chief Operating Officer in 1997. He was serving as Vice President and 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 and is past chairman of American Egg Board, United Egg Producers, and Egg Clearinghouse, Inc. Mr. Baker is currently a director of Mississippi Poultry Association, United Egg Producers, Eggland’s Best, Inc., and Trustmark Corporation, Jackson, Mississippi. Mr. Baker is Mr. Adams’ son-in-law.

James E. Poole (2)(3) Director	60	Mr. Poole is a Certified Public Accountant and a principal with Grantham & Poole of Jackson, Mississippi. He has served as a director of the Company since 2004.

Steve W. Sanders (2) Director	63	Mr. Sanders has served as a director of the Company since July 23, 2009. He is a Certified Public Accountant and is a Lecturer at the Adkerson School of Accountancy, Mississippi State University, where he has taught accounting and auditing courses since May 2003. He retired as the managing partner of the Jackson, Mississippi office of Ernst & Young LLP, certified public accountants, after over 30 years with that firm. He is a director of Valley Services, Inc., a privately-held food services company.

Letitia C. Hughes (2) Director	57	Ms. Hughes has served as a director of the Company since 2001. Since 1974 Ms. Hughes has been associated with Trustmark National Bank, Jackson, Mississippi, in managerial positions. She is presently serving as Senior Vice-President, Manager, Private Banking. Mr. Baker is a director of Trustmark Corporation, the parent of Trustmark National Bank.

Name	Age	Tenure and Business Experience

Timothy A. Dawson (1) Vice President, Chief Financial Officer and Director	55	Mr. Dawson joined the Company in 2005 as Vice President and Chief Financial Officer. He has served as a director since 2005. He is also Secretary and Treasurer of the Company. Mr. Dawson served as Senior Vice President and Chief Financial Officer of Mississippi Chemical Corporation from 1999 until the sale of that company to Terra Industries, Inc. in December 2004.

(1)	Member of the Executive Committee

(2)	Member of the Audit Committee

(3)	Member of the Compensation Committee

The Company's executive officers serve at the pleasure of the Board. None of the officers or directors have been convicted in a criminal proceeding during the past five years (excluding traffic violations or a similar misdemeanor). None of the executive officers or directors have been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Board and Committee Meetings

The Board of Directors of the Company held four regular meetings and one special meeting in the fiscal year ended May 30, 2009. The Executive Committee of the Board presently consists of Messrs. Adams, Baker and Dawson. The Board also has a Compensation Committee consisting of Mr. Adams, Mr. Poole and Dr. Triplett, and an Audit Committee consisting of Ms. Hughes, Mr. Poole, Dr. Triplett and Mr. Sanders. The Board does not have a nominating committee. 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 an agreement of merger or consolidation, the recommendation to stockholders of the 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, and the Committee, pursuant to Delaware law, took action by unanimous written consent on 20 occasions. The full Board of Directors took no action by written consent during the last fiscal year.

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 two times during the last fiscal year.

The Audit Committee, which is composed of four independent directors, meets with management, internal auditors, and the Company's independent auditors to determine the adequacy of internal controls, to recommend auditors for the Company and other financial matters. The Audit Committee held four regular and no special meetings during the last fiscal year.

With the exception of Dr. Triplett, each member of our Board of Directors attended 75 percent or more of the total meetings of the Board and all committees of the Board on which he or she served during the last fiscal year. As a result of ill health, Dr. Triplett missed five meetings of the Board of Directors, four meetings of the Audit Committee, and two meetings of the Compensation Committee.

While the Board of Directors does not have a specific policy as to directors’ attendance at the Annual Meeting of Shareholders, such attendance is encouraged. With the exception of Dr. Triplett and Mr. Sanders (Mr. Sanders was not a director at the time), all directors attended the meeting of shareholders held on October 2, 2008.

The independent directors of the Company met in executive session without any representatives of management being present on at least one occasion during the last fiscal year.

Report of the Audit Committee

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. A copy of the Charter of the Audit Committee is attached as Appendix A. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with Frost, PLLC, independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent auditors the auditors' independence from management and the Company including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of nonaudit services with the auditors' independence.

The Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended May 30, 2009, filed with the Securities and Exchange Commission.

All members of the Audit Committee are deemed by the Board of Directors to be financial experts.

Letitia C. Hughes, Audit Committee – Chairperson

James E. Poole, Audit Committee Member

Steve W. Sanders, Audit Committee Member

R. Faser Triplett, M.D., Audit Committee Member

Certain Corporate Governance Matters

The Securities and Exchange Commission approved amendments to the NASDAQ stock market qualitative listing standards to require that a majority of a listed company's directors be independent and that a compensation committee and nominating committee of the Board composed solely of independent directors be established. The new standards are not applicable to any company where more than 50 percent of the voting power is held by one individual or group. Fred R. Adams, Jr., Chairman of the Board and Chief Executive Officer of the Company, owns capital stock of the Company entitling him to 54.2 percent of the total voting power. Accordingly, the Company is exempt from those NASDAQ listing standards. However, a NASDAQ listing standard requiring the independent directors of the board to have regularly scheduled meetings at which only independent directors are present is applicable to the Company. At least one such meeting was held during the fiscal year ended May 30, 2009.

NASDAQ qualitative listing standards require companies to adopt a code of business conduct and ethics applicable to all directors, officers and employees that is in compliance with certain provisions in the Sarbanes-Oxley Act of 2002. The Board of Directors adopted a code in 2004. Our Code of Ethics is posted on our web site.

The listing standards also require all related party transactions to which the Company's directors or officers are parties be reviewed for potential conflicts of interests on an ongoing basis by, and all such transactions be approved by, the Company's Audit Committee or another independent committee of the Board of Directors. During the fiscal year ended May 30, 2009, no related party transactions took place.

Additional NASDAQ listing standards approved by the Securities and Exchange Commission require that the Audit Committee (i) be composed solely of independent directors; (ii) be directly responsible for the appointment, compensation, retention and oversight of the independent auditor, which must report directly to the audit committee; (iii) establish procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls and auditing matters, including procedures for employees' confidential, anonymous submissions of concerns regarding questionable accounting or auditing matters; (iv) have the authority to engage independent counsel and other advisors when the committee determines such outside advice is necessary; and (v) be adequately funded by the Company. Our Audit Committee is in compliance with these standards.

The Board of Directors does not have a separate standing nominating committee. The Executive Committee of the Board of Directors fulfills this function. Messrs. Adams, Baker and Dawson are the members of the Executive Committee. The Executive Committee does not have a charter that addresses the nominating function. As a “controlled company,” the independence requirements of NASDAQ Rule 4350(c) do not apply to the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10 percent of a registered class of our 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 us with copies of all forms they file under this regulation. To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, for the fiscal year ended May 30, 2009, all Section 16(a) reports applicable to its directors and executive officers were filed.

Certain Transactions

The Company owns approximately 29.1 percent of the non-voting stock of Eggland’s Best, Inc. (“Eggland’s Best”), a specialty egg marketing firm. During the fiscal year ended May 30, 2009, the Company paid approximately $14,759,700 to Eggland’s Best for merchandising services. Mr. Baker, President, Chief Operating Officer and director of the Company, is a director of Eggland’s Best.

COMPENSATION DISCUSSION AND ANALYSIS

We are the only publicly held company in the United States, insofar as we can determine, whose primary business is the commercial production, processing, and sale of shell eggs. While a few of our competitors are divisions of public companies, in each such case the shell egg division does not constitute the primary business of the company. Accordingly, there is little, if any, public information available relative to the compensation paid by our competitors. It is our intent to compensate our employees at a level that will appropriately reward them for their performance, minimize the number of employees leaving our employment because of compensation issues, and enable us to attract needed talent as our business expands. Even though we have not lost many management level employees to our competitors, we believe our management is not the highest paid management group in the egg business. Our philosophy is to provide compensation to our management that falls in the upper middle range of industry compensation.

As more than 50 percent of our voting stock is owned by members of the Adams Family, we are a controlled company as defined in Rule 4350(c)(5) of the NASDAQ Rules. As such, we are not required to have the compensation of our named executive officers determined by a majority of our independent directors or a Compensation Committee composed entirely of the independent directors. However our independent directors, who constitute two of the three members of the Compensation Committee, do play a significant role in determining the compensation of our named executive officers. We divide our executive officers into two categories for compensation purposes. The first are members of the Executive Committee of our Board of Directors which is composed of Messrs. Adams, Baker and Dawson. The compensation of the members of the Executive Committee is primarily determined by the Executive Committee which submits its recommendation to the Compensation Committee for approval. The compensation for other executives or officers, including named executive officers not members of the Executive Committee, is determined by the Compensation Committee.

Elements of Compensation

Our total compensation package which we provide to each of our named executive officers consists of a base salary, a cash bonus, equity compensation, automobiles, company paid insurance and dues. Additionally, the named executive officers participate in deferred compensation plans and are eligible for an enhanced health plan.

Bonus Plans

Our named executive officers, with the exception of the members of the Executive Committee (Messrs. Adams, Baker and Dawson), are covered by our general bonus program. The amount of bonus which can be earned by our named executive officers is an amount equal to 50 percent of the total of their base salary plus such officer’s prior year’s bonus. However, for the fiscal year ended May 30, 2009, each of our named executive officers received bonuses in excess of such amount as a result of action taken by our Compensation Committee on July 24, 2008. In recognition of the fact that our Company had enjoyed the most profitable year in its history, the Compensation Committee unanimously voted to pay an additional bonus to each bonus recipient in an amount equal to 50 percent of the amount of the bonus earned under our bonus program.

Of the potential bonus that can be earned by a named executive officer, 50 percent is based on our profitability. If we earn a minimum profit, on a pre-tax basis, of five cents per dozen eggs produced, each named executive officer will earn the full portion of his bonus attributable to our profitability. If our profit is less than five cents per dozen eggs produced, the officer’s bonus is reduced by a corresponding percentage.

The remaining bonus that can be earned by a named executive officer is based on such officer’s performance as evaluated by our President.

There is constant contact and interplay among our President and the various named executive officers. This contact gives our President an ongoing opportunity to be aware of the overall efficiency, cooperativeness, enthusiasm, judgment and attitude that each named executive officer brings to the performance of his duties. Our President’s observation of these elements forms a basis of his opinion as to how such named executive officer is performing.

However, in addition to the direct observation and interplay between our President and the named executive officers, other criteria are also utilized in evaluating a named executive officer’s entitlement to the performance section of the bonus.

The General Managers under the supervision of the named executive officers also have a bonus program. This bonus program has sixteen elements that can be considered by the named executive officer in determining the bonus of his General Managers. All sixteen elements are not utilized each year. Typically at the beginning of each year the named executive officer will sit down with his General Managers and, of the available criteria, they will select six or seven elements upon which they will concentrate in evaluating the General Manager’s performance and bonus eligibility.

An example of some, but not all, of the sixteen elements considered by the named executive officer are the profitability of the segment under the General Manager’s control, the efficiency of the flocks under the General Manager as to feed conversion, livability, the status of accounts receivable, percent of eggs hatched, percent of Grade A eggs produced and other operational criteria. The significance or importance of each criteria available for evaluation will vary from location to location. Inasmuch as a General Manager’s performance is the responsibility of a specific named executive officer, how the General Managers perform under their performance program and in meeting the established criteria is a significant element considered by our President in evaluating the performance segment of a named executive officer’s bonus.

For members of our Executive Committee the bonus program is essentially subjective, rather than utilizing objective criteria. The Executive Committee agrees on bonuses for its members which are then given as a recommendation to the Compensation Committee for final approval. Normally, the Compensation Committee accepts the Executive Committee’s recommendation. The most significant item in determining the amount of each Executive Committee member’s bonus is the profitability of our Company.

Year-to-year variations in the level of compensation for our named executive officers result primarily from changes in bonuses and other compensation other than base salary such as stock options and stock appreciation rights. Their salaries remain relatively fixed with modest increases from time to time. A primary variable factor in the named executive officers’ compensation is the value of the shares of our stock in relation to which the officer has options. On occasion during the recent past, the compensation of some of the named executive officers attributable to stock options and stock appreciation rights has exceeded their base salary and bonus.

The tables which follow give details as to the compensation of each of our named executive officers.

General Matters

None of our named executive officers has an employment contract.

Messrs. Baker, Scott, Dawson and Wyatt each participate in the Deferred Compensation Plan described below.

In December 2006 our Board adopted a Deferred Compensation Plan in which all our officers are eligible to participate. The Plan will establish an account for each officer selected by the Board. Each year the Board may elect to make a contribution for each participant ranging from zero to whatever the Board determines. Each participant’s account will be credited with investment earnings equal to a fund selected by the Board to serve as an index. At the time of initial participation, each participant must elect how he wishes his account to be distributed to him. All contributions to each officer’s account will vest when made. The Board will determine what contributions, if any, will normally be made during December of each year.

Messrs. Scott and Wyatt participate in older deferred compensation plans in which the employee earns a stipulated deferred compensation for each year worked after a designated date. Some participants have earned their maximum deferred compensation while others continue to accrue such benefit.

Joe M. Wyatt participates in a plan under which he earns the right to deferred compensation. Pursuant to the agreement, Mr. Wyatt earned 10 years of compensation payments when he reached age 65. The incentive compensation payments are made monthly, beginning immediately after the officer’s 65th birthday, unless the employee elects to defer receipt of such payments, which are $20,000 per year for Mr. Wyatt who has elected to so defer. The agreement provides that once payments begin or have been earned, any remaining payments will continue to be made to Mr. Wyatt’s estate after his death. Mr. Wyatt has earned 15 years compensation and will earn an additional year for each year worked hereafter until his retirement period.

Bobby L. Scott participates in a plan under which he earns the right to deferred compensation. Pursuant to the agreement, Mr. Scott earned 10 years of compensation payments when he reached age 65. The incentive compensation payments are made monthly, beginning immediately after the officer’s 65th birthday, unless the employee elects to defer receipt of such payments, which are $20,000 per year for Mr. Scott who has elected to so defer. The agreement provides that once payments begin or have been earned, any remaining payments will continue to be made to Mr. Scott’s estate after his death. Mr. Scott has earned 14 years compensation and will earn an additional year for each year worked hereafter until his retirement period.

Mr. Adams does not participate in any stock option, stock appreciation, deferred compensation, or similar plans. The remainder of our named executive officers do participate in our 1993 and 2005 stock option plans.

No named executive officer is entitled to receive any severance or change in control payment.

We do not have any pension plan but we do have an Employee Stock Ownership Plan (“ESOP”) to which we contribute an amount not less than three percent of the participant’s base salary and bonus subject to statutory limitations. All employees, including our named executive officers, are members of the ESOP. We also sponsor an elective 401(k) plan, but we make no contributions directly to the 401(k) plan on behalf of the participants. All of our named executive officers have elected to have 401(k) plans.

Each of our named executive officers participates in an enhanced health plan pursuant to which we reimburse the participating officer for any eligible health expense not covered by our primary health plan, up to $10,000 per calendar year.

We have a plan under which officers who meet minimum tenure qualifications will be provided health coverage after their retirement. The coverage we provide will be secondary to their Medicare coverage.

Each of our executive officers named in the table below is provided one automobile for which we pay the operating and maintenance costs. In addition to an automobile, Mr. Adams is provided a pickup truck.

Summary compensation table – Fiscal 2009, 2008 and 2007

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)				(i)		(j)
												Individual Plans		2006 Plan
Fred R.	2009		250,000		375,000		-0-		-0-		-0-		-0-		-0-		223,137		848,137
Adams, Jr. CEO	2008		250,000		250,000		-0-		-0-		-0-		-0-		-0-		228,597		728,597
	2007		250,000		200,000		-0-		-0-		-0-		-0-		-0-		217,348		667,348
Adolphus	2009		243,461		352,500		-0-		-0-		-0-		-0-		-12,349		489,599		1,073,211
B. Baker, COO	2008		223,461		215,000		-0-		-0-		-0-		-0-		-257		749,711		1,187,915
	2007		206,446		135,000		-0-		-0-		-0-		-0-		N/A		37,740		379,186
Timothy A.	2009		179,346		259,500		-0-		-0-		-0-		-0-		-8,082		584,230		1,014,994
Dawson, CFO	2008		167,230		163,000		-0-		-0-		-0-		-0-		-195		260,295		590,330
	2007		157,230		60,000		-0-		-0-		-0-		-0-		N/A		14,028		231,258
Bobby L.	2009		118,619		170,575		-0-		-0-		-0-		6,795		-1,879		260,532		554,642
Scott, Vice President	2008		114,978		104,834		-0-		-0-		-0-		7,339		-45		95,888		322,994
	2007		111,396		64,366		-0-		-0-		-0-		7,946		N/A		16,690		200,398
Joe Wyatt,	2009		126,535		151,116		-0-		-0-		-0-		6,402		-1,930		468,611		750,734
Vice President	2008		118,028		81,108		-0-		-0-		-0-		6,913		-46		108,088		314,091
	2007		114,351		45,912		-0-		-0-		-0-		7,486		N/A		20,257		188,006

Mr. Adams’ “other compensation” for fiscal year 2009 included life insurance premiums in the amount of $201,507 on policies where members of his family are beneficiaries, country club dues of $5,173, contributions to the ESOP for his account of $6,900 and medical reimbursements in the amount of $9,557. For fiscal year 2008, his “other compensation” included life insurance premiums in the amount of $201,507 on policies where members of his family are beneficiaries, country club dues of $5,061, contributions to the ESOP for his account of $7,357 and medical reimbursements in the amount of $14,672. For fiscal year 2007, his “other compensation” included life insurance premiums in the amount of $201,507 on policies where members of his family are beneficiaries, country club dues of $4,616, contributions to the ESOP for his account of $6,714 and medical reimbursements in the amount of $4,511.

Mr. Baker’s “other compensation” for fiscal year 2009 includes country club dues of $12,158, insurance of $46,250, automobile reimbursement of $546, ESOP contributions of $6,900, medical reimbursements in the amount of $3,372, and deferred compensation of $3,173. For fiscal year 2008, his “other compensation” includes country club dues of $11,746, insurance of $7,123, automobile reimbursement of $546, ESOP contributions of $7,357, medical reimbursements in the amount of $9,360, and deferred compensation of $38,700. For fiscal year 2007, his “other compensation” includes country club dues of $10,976, ESOP contributions of $6,714 and medical reimbursements in the amount of $12,382 (paid in fiscal 2007, but which reimbursed certain expenses from calendar 2006), insurance of $7,123, and automobile reimbursement of $546.

Mr. Dawson’s “other compensation” includes $6,785 for personal use of an automobile, country club dues of $5,173, insurance premium of $1,613, medical reimbursement of $7,039 and ESOP contribution of $6,900, and deferred compensation of $31,140. For fiscal year 2008, his “other compensation” includes $7,460 for personal use of an automobile, country club dues of $5,061, insurance premium of $1,613, medical reimbursement of $5,364 and ESOP contribution of $7,357, and deferred compensation of $29,340. For fiscal year 2007, his “other compensation” includes $6,500 for personal use of an automobile, country club dues of $801, insurance premium of $1,613, medical reimbursement of $3,755 and ESOP contribution of $1,359.

Mr. Scott’s “other compensation” for fiscal 2009 includes $2,600 for personal use of an automobile, $7,036 deferred compensation, ESOP contribution of $6,900, and medical reimbursements of $4,596. For fiscal year 2008, his “other compensation” includes $2,600 for personal use of an automobile, deferred compensation of $6,792, and medical reimbursement of $10,558 and ESOP contribution of $7,358. For fiscal year 2007, his “other compensation” includes $2,600 for personal use of an automobile, medical reimbursement of $8,689, and ESOP contribution of $5,401.

Mr. Wyatt’s “other compensation” for fiscal year 2009 includes country club dues of $5,173, insurance premium of $730, deferred compensation of $7,223, $4,347 medical reimbursement, automobile reimbursement of $1,378, and ESOP contribution of $6,900. For fiscal year 2008, his “other compensation” includes country club dues of $5,061, insurance premium of $730, deferred compensation of $6,978, $8,176 medical reimbursement, automobile reimbursement of $1,066, and ESOP contribution of $7,359. For fiscal year 2007, his “other compensation” includes country club dues of $4,616, insurance premium of $730, $8,805 medical reimbursement, automobile reimbursement of $1,066, and ESOP contribution of $5,040.

Compensation includes option exercises as shown in the table on page 15.

Plan-based awards

No named executive officer received any plan-based compensation during fiscal 2009.

Outstanding equity awards at fiscal year-end

Option Awards

Stock Awards

Name

Number

of Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

or Units

of Stock

That

Have

Not

Vested

(#)

Market

Value of

Shares or

Units of

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Fred R. Adams, Jr., CEO

-0-

N/A

-0-

Adolphus B. Baker, COO

6,000

32,000

-0-

5.93

8-17-2015

N/A

Timothy A. Dawson, CFO

-0-

16,000

-0-

5.93

8-17-2015

N/A

Bobby L. Scott, Vice President

-0-

12,000

-0-

5.93

8-17-2015

N/A

Joe Wyatt, Vice President

-0-

12,000

-0-

5.93

8-17-2015

N/A

Option exercises and stock vested

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized On Vesting ($)

(a)	(b)		(c)		(d)		(e)
Fred R. Adams, Jr., CEO		-0-		-0-		-0-		-0-
Adolphus B. Baker, COO		10,000		417,200		-0-		-0-
Timothy A. Dawson, CFO		14,000		525,580		-0-		-0-
Bobby L. Scott, Vice President		6,000		239,400		-0-		-0-
Joe Wyatt, Vice President		12,000		442,860		-0-		-0-

Pension benefits

No named executive officer participates in any pension plan.

Director compensation

Name	Fees Earned or Paid in Cash ($)		Gain on Exercise of Stock Appreciation Rights ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Letitia C. Hughes		26,000		155,765		-0-		-0-		-0-		-0-		181,765
James E. Poole		26,000		78,800		-0-		-0-		-0-		-0-		104,800
R. Faser Triplett, M.D.		25,000		256,240		-0-		-0-		-0-		-0-		281,240

Director Compensation

The Company's non-employee directors are each entitled to receive $15,000 annually as compensation for their services as a director. Directors also may be compensated for any services performed in addition to their normal duties as a director of the Company. Ms. Hughes currently has options to purchase 19,200 shares of common stock at an exercise price of $2.125 per share under our 1993 Stock Option Plan discussed below. All options expire 10 years after grant. Employee-directors receive no additional compensation for their services as directors of the Company. Share information reflects an earlier stock split. As set forth in the discussion of our Stock Appreciation Rights Plan below as of May 30, 2009, Dr. Triplett held 22,000 SARs, Ms. Hughes held 19,000 SARs, Mr. Poole held 18,000 SARs. Dr. Triplett, Mr. Poole, Mr. Sanders and Ms. Hughes are independent directors. For the fiscal year ended May 30, 2009, each director received a bonus of $10,000 and $1,000 for each extra meeting attended. Mr. Sanders was elected to the board on July 23, 2009.

Compensation plans

Employee Stock Ownership Plan

We maintain a payroll-based ESOP. Pursuant to the ESOP, originally established in 1976, all full time employees over age 21 with one or more years of service, participate. Its assets, which currently consist primarily of common stock of the Company, are managed by a trustee designated by the Board. Contributions by us 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 percent 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 for calendar year 2008 (up to $230,000 per employee), of all participating employees for calendar year 2008. Company contributions vest immediately upon the commencement of an employee's participation in the ESOP.

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. Our contributions to the ESOP amounted to approximately $1,212,726 in calendar year 2008. For calendar year 2008, our contributions to the ESOP on behalf of each of the executive officers named in the Summary Compensation Table were: Mr. Adams – $6,900; Mr. Baker – $6,900; Mr. Dawson – $6,900; Mr. Scott – $6,900; and Mr. Wyatt – $6,900.

1993 Stock Option Plan

Our 1993 Amended and Restated Stock Option Plan was adopted on May 25, 1993, and amended and restated on October 10, 1996. This Plan was approved by our shareholders on May 25, 1993. A total of 1,000,000 shares of our common stock was reserved for issuance under this Plan.

Inasmuch as 10 years have passed since the adoption of this Plan, by its terms no more options may be granted thereunder.

The exercise price for shares of stock subject to options under the Plan were not less than 100 percent of fair market value of our common stock on the date of grant of the options. The shares under this Plan are subject to adjustment to prevent dilution. There are currently options outstanding under this Plan for a total of 19,200 shares. All must be exercised within 10 years of grant. The exercise price is $2.125 (reflects stock split).

Shares subject to the 1993 Plan have been registered under the Securities Act of 1933.

1999 Stock Option Plan

Our 1999 Stock Option Plan was adopted on April 15, 1999, and approved by the shareholders on October 11, 1999. Under the 1999 Plan, 1,000,000 shares of Common Stock were reserved for issuance upon the exercise of options that could be granted under the 1999 Plan. Options granted under the 1999 Plan are accompanied by tandem stock appreciation rights ("SARs"). Options for 1,000,000 shares were awarded on December 13, 1999 by the Board of Directors.

No options are presently outstanding under the 1999 Plan. Shares subject to the 1999 Plan have been registered under the Securities Act of 1933.

2005 Incentive Stock Option Plan

Our 2005 Incentive Stock Option Plan was adopted by our Board of Directors on August 15, 2005, and ratified by our shareholders on October 13, 2005. Under the 2005 Plan, 500,000 shares of common stock were reserved for issuance upon the exercise of options that could be granted under the 2005 plan.

All options to be granted are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. The options vest at the rate of 20 percent per year.

The exercise price per share for any options granted may not be less than 100 percent of the fair market value of the Common Stock on the date of grant. The number of shares subject to an option and the exercise price may be adjusted in certain circumstances to prevent dilution. The method of payment of the exercise price will be as prescribed by the Board of Directors in the individual stock option agreements.

The options presently outstanding, all of which are held by officers of the Company, total 156,000. The options were granted on August 17, 2005, for an exercise price of $5.93.

Shares subject to the 2005 Plan have been registered under the Securities Act of 1933.

Cal-Maine Foods, Inc. Stock Appreciation Rights Plan

The Cal-Maine Foods Stock Appreciation Rights Plan (the “SARs Plan”) was adopted by our Board of Directors on August 15, 2005, and ratified by our shareholders on October 13, 2005. The SARs Plan covers 1,000,000 shares of common stock and is administered by the Executive Committee of the Board of Directors.

The SARs Plan continues for a period of 10 years from August 15, 2005, unless earlier terminated. SARs vest at the rate of 20 percent per year, are non-transferable and contain anti-dilution provisions. Upon exercise, the Company will pay the holder of the SARs an amount in cash equal to the difference between the fair market value on the date of grant and the fair market value as of the date of exercise.

As of August 1, 2009, employees and directors hold a total of 233,250 SARs with a base price of $5.93 per share, 9,000 SARs with a base price of $6.71 per share, and 12,000 SARs with a base price of $6.93 per share. Shares of common stock are not issued under the SARs Plan, but only serve as the measure for determining the amount to be paid by the Company.

As of August 1, 2009, our independent directors, Dr. Triplett and Ms. Hughes, each hold 15,000 and 16,250 SARs, respectively, while Mr. Poole holds 15,000 SARs all with a base price of $5.93.

Shares covered by the SARs Plan are registered under the Securities Act of 1933. The settlement of awards in cash resulted from an amendment to the SARs Plan on August 24, 2006, as permitted by its terms.

Savings and Retirement Plan

Since 1985, we have 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 after having attained age 21 and after one year of full time service. The Retirement Plan permits participants to contribute up to the maximum allowed by the IRS regulations. Participating employees are 100 percent vested in their account balances under the Retirement Plan. We may make discretionary contributions. At the present time, we do not make discretionary contributions. The Retirement Plan is intended to comply with the Employee Retirement Income Security Act of 1974, as amended.

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.

Compensation Committee Interlocks and Insider Participation

In 1996, the Board of Directors established a Compensation Committee. As indicated above, the members of the Committee are Mr. Adams, Chairman of the Board of Directors and Chief Executive Officer, Mr. Poole, and Dr. Triplett, independent directors of the Company. Only Mr. Adams is an employee of the Company.

PROPOSAL OF THE HUMANE SOCIETY OF THE UNITED STATES

Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, a shareholder of the Company meeting prescribed eligibility standards may request that the Company include in its proxy statement a proposal from such eligible shareholder. The Humane Society of the United States (the “Humane Society”) has requested its proposal for a resolution to be adopted by the shareholders of the Company be included in this proxy statement.

The Humane Society has furnished evidence of its eligibility to request its proposed resolution be included in this proxy statement. The full name and address of the requesting shareholder is The Human Society of the United States, 2100 L Street NW, Washington, D.C. 20037. The Humane Society beneficially owns 476 shares of the Company’s common stock.

The full text of the resolution submitted by the Humane Society for consideration by the shareholders of the Company is as follows:

RESOLVED, that the shareholders of Cal-Maine Foods (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

Monetary and non-monetary political contributions and expenditures not deductible under section 162(e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax-exempt organization that is used for an expenditure or contribution if made directly by the corporation would not be deductible under section 162(e)(1)(B) of the Internal Revenue Code. The report shall include the following:

An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above.

Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and

The report shall be presented to the board of directors’ audit committee or other relevant oversight committee and posted on the Company’s website to reduce costs to shareholders.

The Humane Society submitted the following statement in support of its proposed resolution:

As long-term shareholders of Cal-Maine Foods, we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

Disclosure is consistent with public policy, in the best interest of the Company and its shareholders, and critical for compliance with recent federal ethics legislation. Absent a system of accountability, company assets can be used for policy objections that may be inimical to the long-term interests of and may pose risks to the Company and its shareholders.

However, relying on publicly available data does not provide a complete picture of the Company’s political expenditures. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In many cases, even management does not know how trade associations use their Company’s money politically. The proposal asks the Company to disclose all of its political contributions, including payments to trade associations and other tax-exempt organizations and donations made in support or opposition to ballot measures. This would bring our Company in line with a growing number of leading companies, including Pfizer, Aetna and American Electric Power, that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

The Board of Directors recommends a vote “AGAINST” the adoption of the resolution proposed by the Humane Society.

*$100 invested on 5/31/04 in stock or index, including reinvestment of dividends.

Fiscal year ending May 31.

INDEPENDENT AUDITORS

The Audit Committee selected the firm of Frost, PLLC of Little Rock, Arkansas, to serve as independent auditors for the four years beginning with fiscal 2007 and recommends a vote FOR ratification of such appointment. There have been no controversies, disputes or differences of opinion with Frost, PLLC.

Proposals were received from four independent accounting firms to serve as our auditors. Frost, PLLC has extensive experience in serving the poultry and egg industries, and the Audit Committee felt they would be particularly responsive to our needs.

Representatives of Frost, PLLC will attend the annual meeting and will be available to respond to questions and make any statement they desire.

The Board unanimously recommends a vote “FOR” the ratification of the appointment of Frost, LLC as Independent Auditors of the Company.

Fees

The fees paid to Frost, PLLC during fiscal 2009 were:

Fee	Amount			Percent of Total Payments
	$
Audit Fees (2009)		201,300			87

Audit Related Fees (2009)		30,200			13

Tax Fees (2009)		[-0-	]

Other Fees (2009)		[-0-	]

All services provided by external audit firms require pre-approval by the Audit Committee or its designee. All of the services for the fiscal year ended May 30, 2009, were approved by the Audit Committee.

Fees for audit services include fees associated with the annual audit and the reviews of the Company’s quarterly reports on Form 10-Q. Audit-related fees principally included employee benefit plan audits and internal control reviews in the fiscal year ended May 30, 2009.

SHAREHOLDER PROPOSALS

Shareholder proposals for the 2010 Annual Meeting must be received in writing by the Company no later than April 30, 2010, which is 120 days prior to the date on which we plan to mail proxy materials relating to that meeting, to be considered for inclusion in the Company's proxy materials for the 2010 Annual Meeting, if needed. Shareholder proposals should be addressed to Cal-Maine Foods, Inc., Post Office Box 2960, Jackson, Mississippi 39207, Attention: Secretary.

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.

INCORPORATION BY REFERENCE

The accompanying Annual Report on Form 10-K contains the audited balance sheets of the Company at May 30, 2009, and May 31, 2008, and related consolidated statements of operations, stockholder equity, and cash flows for fiscal years ended May 30, 2009 and May 31, 2008. Such financial statements are incorporated herein by reference.

By order of the Board of Directors,

Timothy A. Dawson

Secretary

Jackson, Mississippi

August 27, 2009

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS OF

CAL-MAINE FOODS, INC.

Purpose

The purpose of the Audit Committee of the Board of Directors of Cal-Maine Foods, Inc. (the Company”) is to assist the Board in carrying out its oversight responsibilities with respect to the Company’s financial reports and compliance obligations, annual independent audit of its financial statements and its internal financial and accounting controls.

Membership

The Committee will consist of not less than three independent members of the Board of Directors. Each Member of the Committee will meet the requirements of the Audit Committee Policy of NASDAQ and, accordingly, (i) will not be an officer or employee of the Company or its subsidiaries and will not have a relationship which, in the Board’s opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and (ii) will be financially literate, or be able to become financially literate within a reasonable period of time after appointment to the Committee. At least one member of the Committee will have accounting or related financial management expertise.

Responsibilities

The Committee’s oversight responsibilities will include the following:

The Committee, subject to any action that may be taken by the full Board of Directors, will have the ultimate authority and responsibility to select (or nominate for shareholder approval), evaluate and, where appropriate, replace the independent auditor. The Committee shall determine the compensation of the independent auditor, determine whether or not the independent auditor shall be retained and shall generally oversee the independent auditor in the performance of its duties and the relationship of such auditor with the Company and management of the Company.

The Committee will review, with management and the auditor, the audited financial statements to be included in the Company’s Annual Report on Form 10-K and review and consider with the auditor the matters required to be discussed by Statement of Auditing Standards No. 61 (“SAS 61”) as in effect at that time.

Either the whole Committee or the Chairperson of the Committee will review with management and the auditor the Company’s quarterly financial statements to be included in the Company’s Quarterly Reports on Form 10-Q and review with the auditor the matters required to be discussed by SAS 61 as in effect at that time.

The Committee will (i) review the annual written report from the auditor discussing all relationships between the auditor and the Company in accordance with Independence Standards Board Standard No. 1 (“ISB”) as in effect at that time; (ii) discuss with the auditor any such disclosed relationships and their impact on the auditor’s independence; and (iii) recommend that the Board of Directors take appropriate action in response to the auditor’s report to satisfy itself of the auditor’s independence.

A-1

The Committee will review the comments from the auditor in the auditor’s annual report to management and the Board relating to the Company’s accounting procedures and systems of internal controls.

The Committee will review with management and the auditor compliance with laws, regulations and internal procedures and contingent liabilities and risks that may be material to the Company.

The Committee will prepare a report each year for inclusion in the Company’s annual proxy statement stating whether (i) the Committee reviewed and discussed the audited financial statements with management, (ii) the Committee discussed with the auditor the matters required to be discussed by SAS 61, (iii) the Committee received the written disclosures from the auditor required by ISB 1, and (iv) the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

The Committee shall adopt and maintain on a current basis a policy to encourage and facilitate free and open communication by employees of the Company with the Committee. The existence and content of such policy shall be communicated to the employees of the Company upon adoption and not less than annually thereafter.

The Committee shall have the authority, at the expense of the Company, to engage independent counsel and other advisors as it deems necessary to carry out its duties.

10.

The Committee shall, at all times, perform its duties in compliance with the Sarbanes-Oxley Act. In any circumstance where the provisions of this Charter are in conflict with the dictates of the Sarbanes-Oxley Act or the listing and governance requirements established by NASDAQ, Sarbanes-Oxley and/or NASDAQ requirements shall control.

11.

The Committee shall take such steps as necessary for the Company to provide appropriate funding, as determined by the Committee, for the payment of :

(a)

Compensation to any registered public accounting firm engaged to prepare or issue an audit report or perform other audit, review or attestation services for the Company;

(b)

Compensation for any advisors employed by the Committee; and

(c)

Ordinary administrative duties of the Committee that are necessary or appropriate in carrying out its functions.

The Committee will review the adequacy of this Charter on an annual basis.

A-2