CASEYS GENERAL STORES INC

For the period ended Aug 28, 2024. Filed Jul 17, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 28, 2024 · Filed Jul 17, 2024

CASY$687.64-0.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Voting Roadmap

Proposal 1 Summary: Election of Directors

The Board recommends a vote FOR all director nominees

Nominees · · · Div. · · · Age · · · Director Since · · · Current Committees · · · Nominee Composition* / Highlights ·
· A · · · NCG · · · C/HC ·
Darren M. Rebelez Board Chair President and CEO, Casey’s General Stores, Inc.	✔	58	2019				Gender Diversity = 5 of 11 female (45%) Racial/Ethnic Diversity = 4 of 11 diverse (36%) Average Age = 61 years Average Tenure = 5 years
Judy A. Schmeling (I) Lead Independent Director Former COO, HSN, Inc. and President, Cornerstone Brands	✔	64	2018		M
Sri Donthi (I) Executive VP and Chief Technology Officer, Advance Auto Parts, Inc.	✔	57	2022	M			Governance Practices ✔ Annual election of directors ✔ Majority voting in uncontested elections ✔ Robust Lead Independent Director duties ✔ All directors independent other than CEO ✔ All committee members are independent ✔ Regular executive sessions ✔ Meaningful stock ownership requirements ✔ Proxy access (3/3/20/20) ✔ Single voting class of securities ✔ Robust code of conduct/ethics ✔ Regular board/committee self-assessments ✔ Director over-boarding limits ✔ Strong corporate governance guidelines ✔ ESG oversight by the Nom./Gov. Committee
Donald E. Frieson (I) Retired Executive VP, Supply Chain, Lowe’s Companies, Inc.	✔	66	2018		M	M
Cara K. Heiden (I) Retired Co-President, Wells Fargo Home Mortgage	✔	68	2017	C*
David K. Lenhardt (I) Former President and CEO, PetSmart, Inc.		55	2018	M*	C
Maria Castañón Moats (I) Retired Partner, PricewaterhouseCoopers, LLP	✔	56	2024	M*			(I) = Independent Div. = Diversity (gender, race, or ethnicity)C = Chair M = Member A = Audit * = Audit Committee Financial Expert NCG = Nominating and Corporate Gov. C/HC = Compensation and Human Capital
Larree M. Renda (I) Retired Executive VP, Safeway, Inc.	✔	66	2014			C
Michael Spanos (I) COO, Delta Air Lines, Inc.		59	2022	M*
Gregory A. Trojan (I) Former CEO, BJ’s Restaurants, Inc.		65	2021			M
Allison M. Wing (I) CEO, Oobli, Inc.	✔	57	2018			M

Notice & Proxy Statement			2

Proposal 2 Summary: Ratify Independent Registered Public Accounting Firm

The Board recommends a vote FOR ratification of KPMG

	Summary Information About KPMG
	The Audit Committee has selected KPMG LLP to act as its independent registered public accounting firm for the fiscal year ending April 30, 2025, and seeks ratification of the selection. KPMG has been the Company’s auditor since 1987.

Proposal 3 Summary: “Say on Pay”

The Board recommends a vote FOR its NEO compensation

FY24 Named Executive Officers	Compensation Governance
	Darren M. Rebelez President and CEO	What We Do – Best Practices ✔ Strong pay for performance ✔ Incentive pay with multiple metrics tied to long-term shareholder value✔ Meaningful stock ownership requirements for officers✔ Double-trigger change of control provisions✔ Independent compensation consultant ✔ Annual “say on pay” vote What We Don’t Do ☒ No guaranteed incentive payments☒ No uncapped incentive compensation opportunities☒ No hedging or pledging of Company stock☒ No tax gross-ups☒ No excessive benefits or perquisites☒ No single-trigger change of control provisions “Say on Pay” Results: 2021: 97.9%, 2022: 97.0%, 2023: 97.6% ⯀ Pay program in FY24 was substantially the same as FY23, which as noted, our shareholders overwhelmingly supported
	Stephen P. Bramlage, Jr. Chief Financial Officer
	Ena Williams Chief Operating Officer
	Thomas P. Brennan Chief Merchandising Officer
	Chad M. Frazell Chief Human Resources Officer

FY24 Direct Compensation Elements
Element	Purpose	FY24 Metrics
Base Salary	Attracts and retains executives by providing competitive fixed annual cash compensation	Evaluated annually based on market and peer group data and individual and Company performance
Annual Incentive Program (“AIP”)	Performance based pay that delivers annual cash incentives when key financial/operating targets are met or exceeded	⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales)
Long-Term Incentive Program (“LTIP”)	Performance and time-based equity compensation to attract, retain and reward executives when key financial/operating targets are met or exceeded over a three-year performance period	⯀ 75% PSUs (1/2 ROIC, ½ EBITDA) (+/- 25% rTSR modifier based on top/bottom quartile TSR) ⯀ 25% time-based RSUs

· FY24 Overall Pay Mix · · · Incentive Highlights ·
· Target Direct Comp. Mix (CEO): · · · FY24 AIP Payout: Due to the exceptional financial performance of the Company during the 2024 fiscal year, including record EBITDA, the 2024 AIP achieved a payout of 157% of target. ·
· · · · · · · · ·
· · · Sal. · · · AIP · · · LTIP · · · = 88% at-risk ·
	12%	19%	69%

· Target Direct Comp. Mix (other NEO avg.): · · · FY22-FY24 LTIP Payout: Due to the continued long-term financial success of the Company, the LTIP PSU awards granted during the 2022 fiscal year vested at 200% of target for the ROIC PSUs and 200% of target for the EBITDA PSUs, for a total LTIP payout at 200% of target. ·
· · · · · · · · ·
· · · Sal. · · · AIP · · · LTIP · · · = 76% at-risk ·
	24%	22%	54%

Notice & Proxy Statement			3

Proposals 4 and 5: Shareholder Proposals

The Board recommends a vote AGAINST both shareholder proposals

	Shareholder Proposal Regarding Independent Board Chair Policy (Proposal 4)Shareholder Proposal Regarding Greenhouse Gas Emissions Reporting (Proposal 5)
	The Board recommends a vote against both shareholder proposals.

Notice & Proxy Statement			4

ContentsView on SEC.gov

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