Description of Registrant's Securities Registered Under Section 12 of the Exchange Act

EX-4.1 2 calm2021x10kex41.htm EX-4.1 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

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

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

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

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

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).

the

event

any

Class A Common

Stock,

operation

law

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

Immediate

Family

Members

Permitted

Transferees,

Immediate

Family

Member

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

otherwise

unable

manage

his

her

own

affairs

court

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

class,

Common

Stock

or Class

A Common

Stock

may

not

subdivided, combined

or reclassified unless

the shares of

the other class

are concurrently therewith

proportionately subdivided,

combined

reclassified

manner

that

maintains

the

same

proportionate

equity

ownership

between

the

holders

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

Common Stock

shall have the

right to receive,

or the right

to elect to

receive, the

same form and

amount of

consideration on

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

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

sunset

provision

pursuant

which

all

the

outstanding

Class

Common

Stock

will

automatically

convert

Common

Stock

if:

(a)

less

than

4,300,000

Class A

Common

Stock,

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

those

that

would

otherwise

require

that

majority

listed

company’s

directors

independent

and

that

compensation

committee

and

nominating

committee

the

board

directors

composed

solely

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

transaction

involving

the

Company,

which

requires

stockholder

vote,

cannot

effected

without

the

approval

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

Immediate

Family

Members

may

adversely

affect

the

market

price

our

Common

Stock,

due

part

lack

speculation that there may be a change in control.

Delaware Anti-Takeover Law

are subject

to Section

203 (“Section

203”) of

the Delaware

General

Corporation

Law.

Under

this provision,

we may

not

engage

any

“business

combination”

with

any

interested

stockholder

for

period

three

years

following

the

date

the

stockholder became an interested stockholder, unless:

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;

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:

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

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.

general,

Section 203

defines

“interested

stockholder”

any

entity

person

beneficially

owning

15%

the

outstanding voting

stock of the

corporation and

any entity or

person affiliated

with or controlling

or controlled

by the entity

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.