SEC Form DEF 14A filed by Casey's General Stores Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒      Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Dear Shareholders:

I am pleased to invite you to attend the annual meeting of shareholders of Casey’s General Stores, Inc., to be held at 8:30 a.m. Central Time on August 28, 2024. The annual meeting will be held online in virtual format only, via live audio webcast at:

www.virtualshareholdermeeting.com/CASY2024

The Notice of Annual Meeting and Proxy Statement describe the matters to be considered and voted upon. At the virtual annual meeting, you will have an opportunity to vote and submit your questions through the webcast site.

Whether or not you attend the virtual annual meeting, it is important that your shares are represented. If you request a paper copy of the proxy materials, please promptly complete and return the proxy card or voter instruction form. Alternatively, you may vote by telephone or through the Internet as described below in the Proxy Statement.

On behalf of the Board of Directors and Casey’s leadership team, thank you for your support.

Sincerely,

 

Darren M. Rebelez

Board Chair, President and Chief Executive Officer

July 17, 2024

August 28, 2024

8:30 a.m. Central Time

www.virtualshareholdermeeting.com/CASY2024

The 2024 annual shareholders’ meeting (the “Annual Meeting”) of Casey’s General Stores, Inc. will be held as follows:

At the meeting, the following items will be considered and acted upon, as described further in the Proxy Statement:

Your vote is important. It is important that your shares be represented and voted, whether or not you plan to attend the Annual Meeting. You can vote by any of the following methods:

By Order of the Board of Directors,

 

Scott Faber

Vice President, Deputy General Counsel and

Corporate Secretary

July 17, 2024

 

TABLE OF CONTENTS

 

PROXY STATEMENT SUMMARY

2024 FISCAL YEAR FINANCIAL SUMMARY

Casey’s is the third largest convenience store retailer in the United States – highlights include:

Casey’s once again delivered exceptional performance for its shareholders during the 2024 fiscal year – highlights include (as compared to the 2023 fiscal year-end):

2024 ANNUAL MEETING DETAILS

VOTING ROADMAP

Proposal 1 Summary: Election of Directors

**The Board recommends a vote FOR all director nominees**

Proposal 2 Summary: Ratify Independent Registered Public Accounting Firm

**The Board recommends a vote FOR ratification of KPMG**

Proposal 3 Summary: “Say on Pay”

**The Board recommends a vote FOR its NEO compensation**

**The Board recommends a vote AGAINST both shareholder proposals**

Why am I receiving these materials?

The Company’s Board of Directors, through the Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting of Shareholders, this Proxy Statement and the proxy card, is soliciting your vote on matters being submitted for shareholder approval at the Company’s 2024 annual shareholders’ meeting (the “Annual Meeting”) and any adjournments or postponements thereof.

When is the Annual Meeting?

The 2024 Annual Meeting will be held at 8:30 a.m. Central Time on August 28, 2024.

Is the Annual Meeting being held in a virtual only format?

Yes. Due to strong virtual shareholder participation last year, and to provide the opportunity for shareholders in a broader geography to attend, the Annual Meeting will be virtual only, via live audio webcast at www.virtualshareholdermeeting.com/CASY2024. There is no in-person option to attend the Annual Meeting. We encourage you to access the webcast prior to the start time of 8:30 am Central Time. If you encounter any difficulties accessing the virtual meeting, please call: (844) 976-0738 (toll-free), or (303) 562-9301 (international).

Do I need anything to attend the Annual Meeting?

Yes. To participate in the Annual Meeting, you will need Internet access and the 16-digit control number included on your Notice, proxy card or voting instruction form. When accessing the meeting website, insert the control number where indicated.

Can I vote my shares at the virtual Annual Meeting format?

Yes. You will be able to vote your shares electronically during the Annual Meeting by following the voting prompts at www.virtualshareholdermeeting.com/CASY2024.

Can I ask questions through the virtual Annual Meeting format, and are there any rules for questions?

We are committed to ensuring that shareholders be afforded the same rights and opportunities to participate as they would at an in-person meeting, which includes the ability to ask questions of our Board, senior leadership team and a representative from our independent registered public accounting firm, KPMG LLP, during the allotted question and answer session that follows adjournment of the formal business of the Annual Meeting. The Board Chair (or designee) may exercise discretion as to the order in which questions are asked and the amount of time devoted to any one question, and we reserve the right to edit or reject questions we deem profane or otherwise inappropriate. In addition, we will not entertain questions that are (i) not pertinent to meeting matters or the business of the Company, (ii) related to material non-public information of the Company, (iii) related to personal grievances, (iv) derogatory references to individuals or that are otherwise in bad taste, (v) repetitious of statements made by another shareholder, or (vi) related to pending or threatened litigation (see the Annual Meeting rules and procedures on the meeting website).

To submit your question the day of the Annual Meeting, beginning at 8:15 a.m. Central Time, log into www.virtualshareholdermeeting.com/CASY2024, click on the Q&A button, type your question into the “Submit a Question” field, and click “Submit”. If time does not allow for all questions, or a shareholder has a question after the annual meeting, please direct those questions to Brian J. Johnson, Senior VP – Investor Relations and Business Development, Casey’s General Stores, Inc., One SE Convenience Blvd., Ankeny, Iowa 50021.

Do I need to be a shareholder to attend the Annual Meeting?

No. The Annual Meeting will be accessible to anyone who is interested by visiting www.virtualshareholdermeeting.com/CASY2024; however, non-shareholders will not be permitted to vote or submit questions through the meeting website.

What is the record date for the Annual Meeting?

The record date for the Annual Meeting is June 26, 2024 (the “Record Date”).

What is the mailing date for the Annual Meeting?

This Proxy Statement and the proxy card are first being provided and/or made available on or about July 17, 2024, to each holder of record of common stock, no par value per share (“Common Stock”), of the Company at the close of business on the Record Date.

How many shares of Common Stock were issued and outstanding on the Record Date?

There were 37,111,457 shares of Common Stock issued and outstanding on the Record Date. Each share of Common Stock will be entitled to one vote on all matters.

What are the agenda items for the Annual Meeting?

At the Annual Meeting, shareholders will vote on the following matters (i) to elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified; (ii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025; (iii) to hold an advisory vote on our named executive officer compensation; (iv) to vote on two shareholder proposals, if properly presented at the Annual Meeting, and (v) to transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Are there any other items of business to be conducted at the Annual Meeting?

The Board is not aware as of this date of any other matters proposed to be presented at the Annual Meeting other than those set forth herein. However, the persons named on the proxy card will have discretionary authority to vote on any other matter that is properly presented at the meeting, according to their best judgment.

Who is entitled to vote at the Annual Meeting?

The only securities eligible to vote at the Annual Meeting are shares of Common Stock. Only holders at the close of business on the Record Date of June 26, 2024, are entitled to vote. Each share represents one vote, and all shares vote together as a single class. A list of shareholders entitled to notice of the Annual Meeting is on file at the Company’s office located at One SE Convenience Blvd., Ankeny, Iowa 50021, and will be available electronically to shareholders on the virtual meeting website during the Annual Meeting.

How many shares are required for a quorum?

The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum. Shareholders are entitled to one vote per share. Shares held by shareholders abstaining from voting but otherwise present at the meeting in person or by proxy (“abstentions”), and broker shares that are not voted on a particular proposal because the broker does not have discretionary voting power for that proposal and have not received voting instructions from the beneficial owner (“broker non-votes”), are included in determining whether a quorum is present.

What vote is required for Proposal 1 – election of directors?

For Proposal 1, every shareholder has the right to vote each share of Common Stock owned by such shareholder on the Record Date for as many persons as there are directors to be elected. Cumulative voting is not permitted. The Company’s Articles of Incorporation provide for a majority voting standard in uncontested elections, meaning that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee (a “Majority Vote”). Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the vote for Proposal 1.

What if a director nominee does not receive a Majority Vote?

The Company’s Corporate Governance Guidelines provide that any director in an uncontested election who does not receive a Majority Vote is expected to tender his or her resignation as a director. All of the current directors have tendered irrevocable resignations to the Company that will be effective if that director does not receive a Majority Vote and the Board accepts such resignation.

What vote is required for Proposal 2 – ratification of independent registered public accounting firm?

Proposal 2 requires the affirmative vote of the majority of the votes cast on the proposal, meaning that the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal. Abstentions will not be counted as votes cast and will have no effect on the results of the vote for Proposal 2. Broker non-votes are not expected for Proposal 2.

What vote is required for Proposal 3 – advisory vote on named executive officer compensation (“say-on-pay”)?

Proposal 3 requires the affirmative vote of the majority of the votes cast on the proposal, meaning that the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the vote for Proposal 3.

What vote is required for Proposals 4 and 5 – shareholder proposals?

Proposals 5 and 6 each require the affirmative vote of the majority of the votes cast on the proposal, meaning that the number of shares voted “FOR” each proposal must exceed the number of shares voted “AGAINST” each proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the vote for either Proposal 4 or 5.

How do I vote my shares?

You may vote at the Annual Meeting through the virtual meeting website at www.virtualshareholdermeeting.com/CASY2024 or by submitting a completed proxy.

What is a proxy?

By submitting a proxy, you are legally authorizing another person to vote your shares. The proxy card designates Darren M. Rebelez and Judy A. Schmeling to vote your shares in accordance with the voting instructions you indicate on your proxy card. If you submit your proxy card designating Mr. Rebelez and Ms. Schmeling as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, your shares will be voted by these individuals in accordance with the Board’s recommendations, which are described in this Proxy Statement. If any matters, other than those in this Proxy Statement, are properly raised at the Annual Meeting, these individuals will have the authority to vote your shares on those matters in accordance with their discretion and judgment.

How do I vote by submitting a completed proxy?

Mail: You can vote your shares by mail by requesting a paper copy of the proxy materials by following the instructions on the Notice and promptly returning your completed proxy card in the envelope provided. For your proxy to be validly submitted and your shares to be voted in accordance with your instructions, mail your proxy card in time for it to be received by the morning of August 28, 2024.

Telephone: You can vote your shares by calling the toll-free number indicated on your proxy card at any time on a touch-tone telephone and following the recorded instructions. If you vote by telephone, you may submit your voting instructions until 11:59 pm Eastern Time on August 27, 2024. If you are a beneficial owner, or you hold your shares in “street name,” contact your bank, broker or other holder of record to determine whether you will be able to vote by telephone.

Internet (prior to the Annual Meeting): You can vote your shares on the Internet by going to the website indicated on your proxy card and following the steps outlined. If you vote on the Internet, you may submit your voting instructions until 11:59 pm Eastern Time on August 27, 2024. If you are a beneficial owner, or you hold your shares in “street name,” contact your bank, broker or other holder of record to determine whether you will be able to vote on the Internet.

What if I hold shares through the Company’s 401(k) Plan?

If you hold shares through the Company’s 401(k) Plan (the “401K Plan”), the shares are not registered in your name, and your name will not appear in the Company’s register of shareholders. Instead, your shares are registered in the name of a trust, administered by Principal Trust Company (the “Trustee”). Only the Trustee will be able to vote your shares, even if you attend the Annual Meeting. You can direct the voting of the shares allocated to your account—including changing or revoking a previously submitted vote—on the Internet, by telephone or by mail on a proxy instruction card, but cannot direct the voting of your 401K Plan shares at the meeting. If voting instructions for shares in the 401K Plan are not returned, those shares will be voted by the Trustee in the same proportion as the shares for which voting instructions are returned by the other 401K Plan participants. To allow time for the Trustee to tabulate the vote of the 401K Plan shares, participant instructions must be received before 11:59 pm Eastern Time on August 25, 2024.

Can I change my vote?

Yes. If you have previously submitted a proxy card, you may change any vote you may have cast by following the instructions on the proxy card to vote by telephone or on the Internet, or by completing, signing, dating and returning a new proxy card, or by attending the Annual Meeting and voting your shares. If your shares are registered in the “street name” of a bank, broker or other holder of record, please contact the applicable bank, broker or record holder for instructions on how to change or revoke your vote.

Is my proxy revocable?

Yes. Your proxy is revocable. If you are a shareholder of record, you may revoke it by mail before the Annual Meeting by sending a written notice to Scott Faber, Corporate Secretary, Casey’s General Stores, Inc., One SE Convenience Blvd., Ankeny, Iowa 50021. If you wish to revoke your submitted proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting instructions. Please mail any new proxy card in time for it to be received by the

morning of August 27, 2024. If you are a shareholder of record and you voted your proxy card by telephone or on the Internet, you may revoke your submitted proxy and/or submit new voting instructions by that same method, which must be received by 11:59 pm Eastern Time on August 27, 2024. You also may revoke your proxy card by attending the Annual Meeting and voting your shares. Attending the Annual Meeting without taking one of the actions above will not revoke your proxy. If you are a beneficial owner, or you hold your shares in “street name” as described below, please contact your bank, broker or other holder of record for instructions on how to change or revoke your vote.

What if I hold my shares in “street name” through a bank or broker?

If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “Nominee”), your name will not appear in the Company’s register of shareholders. Your Nominee, as the record holder of your shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your Nominee, your Nominee will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items—those shares are treated as broker non-votes. Proposal 1—election of directors, Proposal 3—executive officer compensation, and Proposals 4 and 5—shareholder proposals, are “non-discretionary” items for any Nominee holding shares on your behalf. As a result, if your shares are held in “street name” and you do not provide instructions as to how your shares are to be voted, your Nominee will not be able to vote your shares on these proposals. Note that even if you attend the virtual Annual Meeting, you cannot vote the shares that are held by your Nominee unless you have a proxy from your Nominee. If you do not provide instructions to your Nominee and your Nominee does not vote your shares on your behalf with respect to Proposal 2—ratification of the selection of the independent registered public accounting firm, which is a “discretionary” item, your shares will not be counted in determining whether a quorum is present for the Annual Meeting. If your Nominee exercises its “discretionary” authority to vote your shares on Proposal 2, your shares will be counted in determining whether a quorum is present for all matters presented at the Annual Meeting. We urge you to provide instructions to your Nominee so that your votes may be counted on these important matters. Please contact your Nominee for the deadlines for submission of your vote and for instructions on how to change or revoke your vote.

What is the Company’s mailing address?

The Company’s principal executive office mailing address is One SE Convenience Blvd., Ankeny, Iowa 50021.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominee Selection Process

To ensure the Board is comprised of highly-talented and experienced individuals, the Nominating and Corporate Governance Committee (the “NCG Committee”) annually assesses the competencies and skills possessed by each director. The NCG Committee also considers the skills and competencies the Board as a whole should possess in order to provide effective oversight of the Company’s business. Based on that assessment and as otherwise deemed appropriate, the NCG Committee may establish search criteria for Board candidates, select suitable candidates for interviews and recommend appropriate candidates to the Board for consideration. Board candidates are considered based on various criteria, including relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of shareholders and relevant regulatory guidelines. These considerations are made in light of the needs of the Board at the particular point in time.

The director nominees have a broad skillset across areas that are directly relevant to the long-term success of the Company:

The Company is proud of its long-standing and ongoing commitment to diversity on its Board:

 

Board Structure

The Board may consist of between seven and twelve persons, and individuals may be elected by the Board to fill any vacancies or to occupy any new directorships. The person filling a vacancy or a newly-created directorship serves until the next annual shareholders’ meeting following their election and until their successor is elected and qualified. All director nominees stand for annual election.

On June 5, 2024, the Board, based on a recommendation of the NCG Committee, increased the number of directors from ten to eleven, and appointed Ms. Castañón Moats to the Board effective July 1, 2024. Ms. Castañón Moats, who brings a wealth of public accounting, governance and leadership experience to the Board, is standing for annual election by the shareholders for the first time at the Annual Meeting – her detailed biography is set forth below.

Board Leadership

The Board has no fixed policy with respect to the combination of the positions of Board Chair and CEO, as the Board believes that it is in the best interests of the Company and its shareholders for the Board to assess the Board leadership structure in light of the circumstances then existing. If the Board Chair is not an independent director, the independent directors will designate a lead independent director, selected from the independent directors, who will carry out those duties as set forth in the Company’s Corporate Governance Guidelines (the “Guidelines”).

Over the course of its 2023 fiscal year, the NCG Committee and the Board conducted a detailed analysis and thoroughly discussed the relative benefits of combining the Board Chair and CEO roles versus retaining separate roles. After considering the perspectives of our independent directors, peer company practices and governance considerations, the Board unanimously elected Mr. Rebelez, our President and CEO, as Board Chair effective June 2, 2023, in anticipation of the approaching retirement of the Company’s prior Board Chair, H. Lynn Horak. The Board believes that Mr. Rebelez’s inclusive leadership style, exceptional track record of success since his appointment as President and CEO in 2019, and deep understanding of the Company’s business, growth opportunities and challenges, makes him uniquely qualified to provide strong and effective leadership to the Board, foster a collaborative relationship between the Board and management, and promote alignment of the Company’s long-term strategic plan with its operational and financial execution.

In addition, the independent directors reaffirmed the Board’s commitment to empowered and active independent Board leadership by unanimously electing Ms. Schmeling as Lead Independent Director (“LID”), also effective June 2, 2023. Ms. Schmeling was elected after a detailed, thorough and formal evaluation and selection process, led by the NCG Committee. The NCG Committee determined that her exceptional mix of strategic management skills and executive and outside board leadership experience (including outside board chair experience) was ideal for the role and responsibilities of LID and to serve as the primary liaison between the Board and management going forward.

The position of LID at Casey’s will be evaluated by the NCG Committee, and elected by the independent directors, on an annual basis, taking into consideration the needs of the Board and the Company at such time. The role itself has a clear mandate, significant authority and well-defined and robust responsibilities/duties under the Guidelines, which were significantly enhanced as part of the analysis and evaluation process set forth above. The LID responsibilities/duties, as set forth in the Guidelines, include the following:

Board Leadership

Board Culture

Internal Communication

Stakeholder Engagement

Succession Planning, Performance Evaluations, Compensation and Development

Nominees for Election at the Annual Meeting

The NCG Committee has recommended, and the Board has nominated, each of the eleven director nominees below to stand for election at the Annual Meeting, each for an annual term expiring in 2025. The Board believes that each nominee has demonstrated outstanding achievement in their careers, possesses personal and professional integrity and independent judgment, and has the necessary skills and qualifications to provide effective oversight, strategic guidance and contribute to the future success and growth of the Company.

It is intended that all proxies, unless contrary instructions are given thereon, will be voted FOR the election of the eleven director nominees. In the event of death or disqualification of any nominee, or the refusal or inability of any nominees to serve as a director, the proxy may be voted with discretionary authority for the election of a substitute nominee approved by the Board.

*THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF

EACH OF THE ELEVEN DIRECTOR NOMINEES*

*THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF

EACH OF THE ELEVEN DIRECTOR NOMINEES*

GOVERNANCE OF THE COMPANY

The Company is committed to strong corporate governance, which we believe promotes the long-term interests of our shareholders, strengthens Board and management accountability and fosters strong Company performance.

To help ensure the Company meets this commitment, the Board has approved the Guidelines to address key governance practices and identify the framework for the operations of the Board and its committees. The Guidelines are reviewed on an annual basis and were most recently revised in June 2023, which included significant enhancements to our Lead Independent Director responsibilities/duties. A copy of the Guidelines is posted on the Company’s website (www.caseys.com) under the “Investor Relations” link, and the Lead Independent Director responsibilities/duties are set forth above in the section entitled “Proposal 1: Election of Directors–Board Leadership.”

The NCG Committee monitors developments in law and governance practices and recommends to the Board appropriate changes to the Guidelines and other governance practices. The NCG Committee also maintains Board-level oversight of ESG (environmental, social, governance) issues as they relate to the Company’s business and industry.

Certain highlights of our corporate governance practices include the following:

 

 

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Members of the Board are kept informed of the Company’s business through discussions with the Board Chair/CEO, the Company’s senior leadership team and other executives and key employees, by reviewing comprehensive materials provided to them, and by participating in regular Board and committee meetings, including closed and executive sessions. Between meetings, directors are provided with information regarding the Company’s strategy, operations and performance, and are frequently consulted on an informal basis by the Board Chair/CEO and the Company’s senior leadership team with respect to ongoing matters.

Directors are expected to attend all Board meetings, meetings of the committees on which they serve, and each annual shareholders’ meeting. The Board held five meetings during the 2024 fiscal year. Each director attended 100% of the Board and applicable committee meetings during their service throughout the 2024 fiscal year and all directors attended last year’s annual shareholders’ meeting.

Director Independence

In making independence determinations, the Board observes the independence criteria in the Nasdaq Listing Standards. Consistent with these criteria, the Board considers all relationships and material transactions between the Company and the director-nominees (and any affiliated companies), and has affirmatively determined that all current directors, other than Mr. Rebelez as the President/CEO, and all committee members, are “independent”. As such, a substantial majority of the Board is independent, as so defined.

Board Committees

The Bylaws provide for three standing committees of the Board: Audit, Compensation and Human Capital Committee, and Nominating and Corporate Governance. In addition, the Bylaws authorize the Board to establish other committees for selected purposes, none of which were in existence during the 2024 fiscal year.

The Board’s Role in Risk Oversight

Risk assessment and risk management are primarily the responsibility of the CEO and the Company’s management. The Board retains oversight responsibility over the Company’s key strategic risks, information security risks, food safety risks, and regulatory compliance risks. The Board meets regularly with the Company’s senior leadership to discuss strategy and risks facing the Company, and regularly receives detailed presentations and other information from the senior leadership team and other key leaders and employees on business operations, financial results and strategic issues, including the identification, assessment and management of critical risks and management’s risk mitigation strategies. In addition, the Company’s extended leadership team holds strategic planning sessions to discuss strategies, key challenges and risks and opportunities for the Company.

Shareholder Communications

It is the general policy of the Board that management speaks for the Company. To the extent shareholders would like to communicate with a Company representative, they may do so by contacting Brian J. Johnson, Senior VP – Investor Relations and Business Development, Casey’s General Stores, Inc., One SE Convenience Blvd., Ankeny, Iowa 50021, (515) 446-6587.

Any shareholder wishing to communicate with one or more Board members should address a written communication to Darren M. Rebelez, Board Chair, or Judy A. Schmeling, Lead Independent Director, at One SE Convenience Blvd., Ankeny, Iowa 50021. Mr. Rebelez or Ms. Schmeling, as applicable, will forward such communication to all members of the Board, to the extent such communications are deemed appropriate for consideration by the Board.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The Company currently has six executive officers:

PRINCIPAL SHAREHOLDERS

The following table contains information with respect to each person, including any group, known to the Company to be the beneficial owner of more than 5% of the Common Stock as of June 26, 2024 (based on 37,111,457 shares of Common Stock outstanding as of such date). Except as otherwise indicated, the persons listed in the table have the voting and investment powers with respect to the shares indicated.

BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of July 1, 2024 (other than with respect to the 401K Plan shares, which are as of April 30, 2024, as discussed in Footnote 2 below), the beneficial ownership of shares of Common Stock, the only class of capital stock outstanding, by the current directors (including the Board’s nominees for election to the Board of Directors), the executive officers named in the Summary Compensation Table, and all current directors, director-nominees, and executive officers as a group (based on 37,111,457 shares of Common Stock outstanding as of such date). Except as otherwise indicated, the shareholders listed in the table have sole voting and investment powers with respect to the shares indicated.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (“CD&A”) provides a detailed overview of the Company’s compensation philosophy, objectives and programs for its named executive officers (“NEOs”) for the 2024 fiscal year:

EXECUTIVE SUMMARY

2024 Fiscal Year Business and Financial Highlights

Casey’s 2024 fiscal year was its fourth record-breaking year in a row, starting its new three-year strategic plan by exceeding $1 billion in EBITDA for the first time in the company’s history, which as described throughout the CD&A, is reflected in the compensation earned by, and awarded to, the NEOs.

Financial and operating highlights from the 2024 fiscal year that are linked to NEO compensation include (as compared to the 2023 fiscal year and its year-end, as applicable, unless otherwise noted):

Highlighting the significant long-term value created by the Company during the three-year performance period covering the Company’s Long-Term Incentive Program ending at fiscal 2024 year-end (discussed in detail below), the following are the exceptional results delivered to our shareholders by Mr. Rebelez, the other NEOs and their teams (as compared to the 2021 fiscal year-end):

2024 Fiscal Year Compensation Highlights and Alignment of Pay with Performance

As discussed below, these incredibly strong performance results in general, and with respect to EBITDA (both for the AIP and LTIP) and same-store sales, yielded above target payouts on the AIP (157% of target) and the LTIP for fiscal years 2022-24 (200%). As demonstrated, both our AIP and LTIP are strongly aligned with meaningful operating and strategic metrics, including those outlined in the Company’s long-term strategic plan, and place the majority of NEO compensation at-risk and dependent upon the Company’s performance. In fact, Mr. Rebelez has 88% of his target compensation at-risk, with the other NEOs averaging 76%. We believe this structure and these payout results are highly motivational and strongly aligned with creating shareholder value, as our stock price increased almost 40% during the 2024 fiscal year.

The Compensation and Human Capital Committee (in the CD&A, the “Committee”), with the support of its compensation consultant, Pay Governance, LLC, conducts an annual analysis of the alignment between the realizable pay for our CEO and CFO and our TSR performance relative to the results of our peers. Realizable pay differs from target pay opportunities used to make pay decisions, and results required to be reported in the proxy’s compensation tables, in that it focuses on the compensation actually earned, or which could be earned, by our executives. For the five-year period from fiscal years 2019 to 2023 (latest data available), this analysis indicated the CEO’s realizable pay equaled the 64^th percentile of our peer group, which was highly aligned with our TSR results versus the group (72^nd percentile).

Our “say-on-pay” vote at the 2023 annual shareholders’ meeting received 97.6% support, which the Committee views as evidence of shareholder support of our executive compensation decisions and policies. The Committee firmly believes the program was designed well and that the Company performed exceptionally well and delivered outstanding returns to shareholders, and the NEOs were rewarded accordingly.

For the 2024 fiscal year, the Committee modified AIP goals to two metrics, EBITDA and inside same-store sales. For reference, the 2023 fiscal year included a third metric, fuel gross profit dollars, which was eliminated. This eliminates overweighting fuel profits, which are included within EBITDA, improves the simplicity of the program, and removes some of the uncontrollable volatility created by the inclusion of a specific fuel metric, providing a more accurate measure of Company performance.

EXECUTIVE COMPENSATION PHILOSOPHY AND BEST PRACTICES

In designing the executive compensation program, the Committee’s philosophy is straightforward – attract, motivate and retain talented and diverse executives, emphasize pay-for-performance, and focus on long-term success and shareholder alignment:

As noted, the Committee’s philosophy supports good governance and discourages excessive risk-taking:

EXECUTIVE COMPENSATION PROCESS