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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2024
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
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Iowa |
(State or other jurisdiction of incorporation) |
| | |
001-34700 | | 42-0935283 |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
One SE Convenience Blvd., Ankeny, Iowa
(Address of principal executive offices)
50021
(Zip Code)
515/965-6100
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value per share | CASY | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 2.02. Results of Operations and Financial Condition.
On December 9, 2024, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended October 31, 2024 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On December 5, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of the Company and Darren M. Rebelez, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to Mr. Rebelez’s existing employment agreement dated July 25, 2022, with the Company.
Pursuant to the Amendment: (a) the term of the Agreement was extended to June 24, 2028, unless further extended pursuant to the terms therein; (b) Mr. Rebelez’s annual base salary will be increased to $1,350,000 for the Company’s 2026 fiscal year; (c) beginning with the Company’s 2026 fiscal year, Mr. Rebelez will be eligible to earn a target annual long term incentive award of $9,275,000; and (d) Mr. Rebelez will have the opportunity to use the Company’s aircraft for up to 50 hours of flight time per year, subject to the Company’s policies regarding airplane usage.
This summary is qualified in its entirety by the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
10.1 | |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | CASEY'S GENERAL STORES, INC. |
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Dated: December 9, 2024 | By: | /s/ Stephen P. Bramlage Jr. |
| | Stephen P. Bramlage Jr. |
| | Chief Financial Officer |