Date of Report (Date of earliest event reported): August 28, 2024
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
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:
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 September 4, 2024, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2024 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 28, 2024, the Company held its 2024 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:
At the Meeting, the following eleven nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):
NOMINEE
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Sri Donthi
31,362,897
97,763
51,630
2,740,556
Donald E. Frieson
31,173,123
288,932
50,235
2,740,556
Cara K. Heiden
31,400,437
60,903
50,950
2,740,556
David K. Lenhardt
31,064,087
397,167
51,036
2,740,556
Maria Castañón Moats
31,393,894
69,073
49,323
2,740,556
Darren M. Rebelez
30,727,016
735,244
50,030
2,740,556
Larree M. Renda
31,252,648
209,952
49,690
2,740,556
Judy A. Schmeling
31,074,730
388,119
49,441
2,740,556
Michael Spanos
31,393,027
67,717
51,546
2,740,556
Gregory A. Trojan
31,398,911
62,139
51,240
2,740,556
Allison M. Wing
31,402,795
77,359
32,136
2,740,556
At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2025, was as follows (Proposal #2):
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
33,591,302
604,606
56,938
0
At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
30,749,195
671,054
92,041
2,740,556
At the Meeting, the vote on the shareholder proposal regarding independent board chair policy was as follows (Proposal #4):
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
6,396,742
25,028,680
86,868
2,740,556
At the Meeting, the vote on the shareholder proposal regarding greenhouse gas emissions reporting was as follows (Proposal #5):
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.