8-K

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): September 5, 2018

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)	(IRS Employer Identification No.)
One SE Convenience Blvd., Ankeny, Iowa	50021
(Address of principal executive Offices)	(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 CF 240.14d-2(b))

• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ¨

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 7.01.    Regulation FD Disclosure.

On September 5, 2018, Casey’s General Stores, Inc. (the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”). The prepared portion of remarks delivered by the Board Chair, President and Chief Executive Officer and Chief Financial Officer of the Company at the Annual Meeting are attached hereto as Exhibit 99.1, and incorporated by reference. The accompanying slide deck presented at the Annual Meeting is attached hereto as Exhibit 99.2, and incorporated by reference.

The information contained in this Item is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Transcript of the prepared portion of remarks presented at the Annual Meeting on September 5, 2018
99.2	Slide deck presented at the Annual Meeting on September 5, 2018

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.

		CASEY'S GENERAL STORES, INC.
Date: September 5, 2018	By:	/s/ William J. Walljasper
		William J. Walljasper
		Senior Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Annual Shareholders’ Meeting

Casey’s General Stores, Inc.

September 5, 2018

Good morning ladies and gentlemen, and welcome. I’m Lynn Horak, Board Chair for Casey’s General Stores and I am pleased to welcome you to our 2018 annual shareholders meeting. I will now call this meeting to order.

The entire Casey’s team appreciates you coming to learn more about the results for fiscal 2018 and the Company’s expectations for fiscal 2019 and beyond.

At this time, let me introduce the other members of your board of directors. Our board provides valuable guidance and energy each year that helps Casey’s continue to build shareholder value. Will each of the nominees and board members please stand as I call your name and remain standing until all are introduced.

Diane Bridgewater - Diane is the Executive Vice President/ Chief Financial and Administrative Officer of Life Care Companies.

Don Frieson – Don is the Executive Vice President Supply Chain of Lowe’s Companies.

Cara Heiden – Cara is the retired Co-President of Wells Fargo Home Mortgage.

Terry Handley - Terry is our President and Chief Executive Officer.

David Lenhardt – David is the former President and Chief Executive Officer of PetSmart, Inc.

Larree Renda - Larree is the retired Executive Vice President of Safeway Inc.

Judy Schmeling – Judy is the former Chief Operating Officer of HSN, Inc. and former President of Cornerstone Brands.

Allison Wing – Ali is the former Chief Marketing Lead Officer and Executive Vice President of Digital Channels of Ascena Retail Group.

I would also like to remember Johnny Danos, who passed away on March 18, 2018. Johnny served on the Casey’s Board since 2004. We will miss his dedication and passion for our business.

Please join me in thanking our board who work very hard representing the best interests of our shareholders.

There are some special guests with us this morning who also work very hard on our behalf. Please stand when I call your name and remain standing until all are introduced.

Sean Vicente—Sean is the managing partner of KPMG’s Des Moines office, the independent public accounting firm which audits Casey’s.

Bill Noth—Bill is our securities counsel and is of counsel to the Ahlers & Cooney firm.

Ginger Lawrence—Ginger is representing our transfer agent and registrar, Computershare Trust Company, and is serving as inspector of the election.

Thank you all for your assistance.

The Secretary has reported receipt of Computershare’s affidavit that notice of this annual meeting, the proxy statement, the form of proxy and the annual report were made available to shareholders on July 27, 2018.

In addition, our Secretary has reported that a certified list of the holders of the Company’s common stock, at the close of business on July 17, 2018, the record date for this meeting, was prepared and certified by Computershare. The list of shareholders and these other documents will be filed with the records of the Company.

At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all votes entitled to be cast at the meeting shall constitute a quorum. We have been advised by Computershare that a quorum is present at this meeting. I therefore declare this meeting open for business.

As set forth in the notice sent to each of the shareholders of the Company, the business of this meeting includes six items:

1.) To elect three Class II directors for terms ending in 2021;

2.) To ratify the appointment of KPMG LLP as the independent auditors of the Company for the fiscal year ending April 30, 2019;

3.) To approve, on an advisory basis, the compensation of our named executive officers;

4.) To approve the Casey’s General Stores, Inc. 2018 Stock Incentive Plan.

5.) To approve an amendment to the Company’s Articles of Incorporation to implement majority voting in uncontested director elections.

6.) To approve an amendment to the Company’s Articles of Incorporation to provide that the number of directors constituting the Board of Directors shall be determined by the Board of Directors.

The Company is nominating the three directors listed in our proxy statement. They are Don Frieson, Cara Heiden and Terry Handley. The Company has not received notice of any other nominees, and therefore I declare the nominations closed.

We will also vote at the same time on the proposal to ratify appointment of the Company’s independent auditors, on the advisory votes concerning executive compensation, on the 2018 Stock Incentive Plan, on the amendment to the Company’s articles for majority voting in uncontested director elections, and on the amendment to the Company’s articles for the size of the Board to be determined by the Board. The Company has not received any shareholder proposals.

I now declare the polls open for voting. As a reminder, if you have already voted by internet, phone, or mail, you do not need to vote again by ballot unless you wish to change your vote.

If anyone has not voted by proxy or wishes to change their vote, please raise your hand to request a ballot. If there are any questions about any of these procedures or proceedings, we will be happy to help. Please raise your hand if you have a question.

Again, has anyone present not voted by proxy or does anyone want to change a vote and need a ballot? (If people need ballots, have Ginger distribute them) Once your ballot is completed, please pass your ballots to the end of each aisle so Ginger can collect them.

The time is XX:XX, and I now declare that the polls are closed.

As usual, the remainder of the meeting consists of a brief presentation from some of our executive officers followed by a question and answer session in which shareholders are invited to participate. I would now like to turn the meeting over to Terry Handley, President and CEO. Terry.

Thanks Lynn. Before we begin, I will remind you that certain statements made by us during this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include any statements relating to our possible or assumed future results of operations, business strategies, growth opportunities and performance improvements at our stores. There are a number of known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from any future results expressed or implied by those forward-looking statements, which are described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC and available on our website. Any forward-looking statements made during this presentation reflect our current views as of today with respect to future events, and Casey's disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

You have already met Bill. Now I would also like to introduce the rest of our management team.

Julie Jackowski - Senior V.P. – Corporate General Counsel & Secretary

Brian Johnson - Senior V.P. – Store Development

Chris Jones – Senior V.P. – Chief Marketing Officer

Jay Soupene - Senior V.P. – Operations

Cindi Summers - Senior V.P. – Human Resources

Darryl Bacon - V.P. – Food Service

Jay Blair - V.P. – Transportation & Distribution

Hal Brown - V.P. – Support Services

Bob Ford - V.P. – Store Operations

Deborah Grimes - V.P. – Fuel Procurement

Kirk Haworth - V.P. – Real Estate

Sam James – V.P. - Finance

James Pistillo - V.P. – Accounting & Treasurer

Mike Richardson - V.P. – Marketing

Rich Schappert - VP – Information Technology

Please join me in applauding this outstanding group of leaders.

The management team and I will be glad to answer any other questions you may have.

If there are no further questions, I will now to turn the meeting back over to Lynn for closing remarks. Lynn.

Thank you, Terry. Prior to adjourning, I am pleased to share that, based on the preliminary vote count provided by Computershare Trust Company, our shareholders have elected all three of the director nominees.

Don, Cara and Terry, congratulations.

In addition, the ratification of the appointment of KPMG as independent auditor, and the compensation of our named executive officers has also been approved. A majority of the votes have been cast to approve the 2018 Stock Incentive Plan, and the amendment to the Articles of Incorporation to implement majority voting in uncontested director elections has received more than the required two-thirds of shares entitled to vote.

The final item allowing the Board of Directors to determine the number of directors constituting our Board did not pass shareholder approval.

If there is no further business to come before this meeting, I declare we are adjourned.

On behalf of our Board and all Casey’s employees, thank you for attending today and we look forward to seeing you again next September.

1

EX-99.2

Annual Shareholders’ Meeting Fiscal Year Ended April 30, 2018

Board of Directors  H. Lynn Horak  David Lenhardt Chair of Casey’s General Stores, Inc. Former President and Chief Executive Officer of PetSmart, Inc.  Diane Bridgewater  Larree Renda Executive Vice-President/Chief Financial and Administrative Former Executive Vice President of Safeway, Inc. Officer of LCS   Judy Schmeling Don Frieson Former Chief Operating Officer of HSN, Inc. and former President of Executive Vice President Supply Chain, Lowe’s Companies Cornerstone Brands  Cara Heiden  Allison Wing Former Co-President of Wells Fargo Home Mortgage Former Chief Marketing Lead Officer and Executive Vice President of Digital Channels of Ascena Retail Group  Terry Handley President and CEO of Casey’s General Stores, Inc.

Special Guests  Sean Vicente Partner, KPMG LLP  Bill Noth Securities Counsel, Ahlers & Cooney Firm  Ginger Lawrence Transfer Agent and Registrar, Computershare Trust Company

Annual Shareholders’ Meeting

Forward-Looking Statements This presentation contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include any statements relating to our possible or assumed future results of operations, business strategies, growth opportunities and performance improvements at our stores. There are a number of known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from any future results expressed or implied by those forward-looking statements, which are described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC and available on our website. Any forward-looking statements made in this presentation reflect our current views as of the date of this presentation with respect to future events, and Casey's disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. This presentation is dated as of September 5, 2018 and speaks as of that date.

Casey’s Mission  To provide quality products at competitive prices with courteous service in clean stores at convenient locations.  To provide a work environment where employees are treated with respect, dignity and honesty and where high performance is expected and rewarded.  To provide shareowners with a fair return on investment. Our Purpose Our Values To make the daily lives of our Positive, Polite, customers & communities better. Professional and Proud

Fuel Gallons Sold  Same-store Gallons Sold Fuel Gallons Sold (in Millions)  Fiscal 2018 Actual 2,199 2,062 2.3% 1,952 1,817  Fiscal 2019 Guidance 1,666 1.5% - 3.0% 2014 2015 2016 2017 2018 Fiscal Year

Fuel Gross Profit  Average Margin Fuel Gross Profit (in Millions)  Fiscal 2018 Actual $407 $382 $378 18.5 cpg $351  Fiscal 2019 Guidance $268 18.5 – 20.5 cpg 2014 2015 2016 2017 2018 Fiscal Year

Grocery & Other Merchandise Revenue  Same-store Sales Grocery & Other Merchandise  Fiscal 2018 Actual Revenue (in Millions) $2,184 $2,087 1.9% $1,974 $1,795  Fiscal 2019 Guidance $1,583 1.5% - 3.0% 2014 2015 2016 2017 2018 Fiscal Year

Grocery & Other Merchandise Gross Profit  Average Margin Grocery & Other Merchandise  Fiscal 2018 Actual Gross Profit (in Millions) $694 $657 31.8% $629 $576 $508  Fiscal 2019 Guidance 31.5% - 32.5% 2014 2015 2016 2017 2018 Fiscal Year

Prepared Food & Fountain Revenue  Same-store Sales Prepared Food & Fountain  Fiscal 2018 Actual Revenue (in Millions) $1,006 $953 1.7% $881 $781  Fiscal 2019 Guidance $659 1.5% - 3.5% 2014 2015 2016 2017 2018 Fiscal Year

Prepared Food & Fountain Gross Profit  Average Margin Prepared Food & Fountain  FY 2018 Actual Gross Profit (in Millions) $614 $594 61.0% $550 $466  FY 2019 Guidance $403 60.0% - 62.0% 2014 2015 2016 2017 2018 Fiscal Year

Fiscal 2019 Guidance Same-store Sales Average Margin Fuel (gallons and cpg) 1.5% - 3.0% 18.5 - 20.5 Grocery and other merchandise 1.5% - 3.0% 31.5% - 32.5% Prepared food & fountain 1.5% - 3.5% 60.0% - 62.0% Other Guidance Operating expenses (including the Value Creation Plan) 8.5% - 10.5% Depreciation and amortization 14.0% - 16.0% New Store Construction 60 Stores Acquisitions 20+ Stores

Value Creation Plan Digital Engagement Continued Price Focus on Optimization Operating Value Expenses Creation Plan Fleet Card Capital Program Allocation Board and Governance

Board and Governance – Elected Independent Chair – Added 5 Highly Qualified Independent Directors • 8 of 9 Directors are Independent • 5 Female and 4 Male Directors • Geographic Diversity Among Directors • Average Director Tenure is Four Years – Adopted Proxy Access – Implemented Director Age Limit – Implemented Director Tenure Limit – Adopting Majority Voting in Director Elections (Subject to Shareholder Approval) – Based on Recent Iowa Law Change Will Begin a Phased Declassification of the Board Starting in 2019

Fleet Card Program  Opportunity to dramatically Customer improve Casey’s fleet sales Data based on comparison of current program with industry Repeat benchmarks Purchases and Increased  Partnered with FLEETCOR, a Customer Fleet Card Fuel Sales leading global provider of Loyalty commercial payment solutions Higher  Casey’s locations and in-store In-store offerings are ideally aligned Sales with third-party study of fleet driver preferences Fuel and In-Store Sales Benefits Expected by Q3 Fiscal 2019

Price Optimization Transforming our Marketing Process Through New Technology Price Optimization Roadmap » Rules Based Pricing / Everyday Optimization  » Promotion Optimization Partnered with Impact 21 for implementation Q3 FY 2018 » Markdown Optimization  Vetted potential solutions providers Q3 FY 2018  Established roadmap for implementation Q3 FY 2018  Vendor selection for both inside categories and Q4 FY 2018 fuel Fuel In-Store  Next Steps  Optimized Data integration and staff organization Q1 FY 2019 Centralized fuel product pricing pricing strategy  Rule development, testing, and promotion Q2 FY 2019 and assortment driven by local across all optimization market dynamics Q3 FY 2019 categories  Optimization of fuel and key products representing up to 20% of our inside categories Q1 FY 2020 Price Optimization provides visibility  Expansion to up to 80% of our inside and precision to drive our pricing and categories promotion strategy

Digital Engagement Identify and Provide Seamless Understand Convenience for Digital Journey Customers  Customers Partnered with Deloitte Digital team to develop FY 2018 Digital detailed business case and roadmap Strategy Objectives  New CMO who will lead digital implementation  Website enhancement design phase FY 2019  Enterprise and services integration Implement Personalized  In-store technology design, build and pilot Marketing and Rewards  Integrated commerce platform  Enhanced customer analytics and digital – Seamless: A frictionless e-commerce engagement experience across all customer facing  Mobile app redesign and pilot FY 2020- touchpoints 2021  Mobile app launch – Agile: Exceed customer expectations  Loyalty program through technology and organizational  capabilities In-store technology integration  Expansion of online products and services – Intelligent: Know every one of our customers (through CRM analytics) – Proactive: Acquire and continually delight our customer (through CRM analytics, Expect to begin realizing significant loyalty, digital marketing) benefits in FY 2020

Continued Focus on Operating Expenses Cost Reduction Measures Operating Expenses at Unchanged Stores* – Discontinued Automatic Pay Raises for Q4 FY 2017 6.6% Store Employees at 90 Days 5.7% – Refined Store Scheduling Q4 FY 2017 – Adjusted Merit Pay Budget Q1 FY 2018 4.5% 4.2% – Adjusted Shift Differential Hours Q3 FY 2018 3.7% – Limited Shift Overlap Q3 FY 2018 – Completed Pizza Delivery Actions and Q3 FY 2018 Enhanced System for Ongoing Review – 24 Hour Store Hours Adjustment and Q4 FY 2018 Enhanced System for Ongoing Review – New Fleet Management System Q3/Q4 FY 2018 – Adjusted Merit Pay Budget Q1 FY 2019 2014 2015 2016 2017 2018 – Continued evaluation of alternatives to Ongoing optimize distribution related to Fiscal Year anticipated additional sales volume * Stores not impacted by recent growth programs.

Capital Allocation $150 million+ Anticipated Incremental Capital Available in FY 2019 vs. FY 2018 Capital Allocation Priorities – Anticipated tax reform benefits – Invest in high return growth and profitability – Reduced capital requirements for store upgrades initiatives • Since FY 2009, store base has been significantly upgraded, addressing targeted locations • Digital Engagement • Based on a holistic analysis of market and store • Price Optimization characteristics, future capital requirements for replacements and remodels will be limited – Disciplined store growth – Strategic acquisition opportunities 1,500 ~65% of total stores have been 65% replaced, remodeled, acquired or 61% – Return capital to shareholders newly constructed since FY 2009 53% 45% 1,000 39% 34% 26% 21% 500 7% 2% Number of of Stores Number 0 2009 2010 2011 2012 2013 2014Fiscal2015 Year 2016 2017 YTD 2018 Major Remodels Replacements Acquisitions New Store Constructions % of Total Store Count

Capital Allocation – Store Growth Fiscal New Acquired Store Count Year Builds Stores 2014 44 28 2,073 1,978 2015 45 36 1,931 1,878 2016 51 5 1,808 2017 48 22 2018 85 26 2019 Guidance: Build 60 stores, Acquire 20+ stores 2014 2015 2016 2017 2018 Fiscal Year

Capital Allocation – Capital Expenditures Budget Fiscal 2019 Budget New Store Construction & Acquisitions $318 million Replacements $33 million Maintenance $54 million Transportation & Information Systems $61 million Total Capital Expenditures $466 million

Capital Allocation – Dividends & Share Repurchases Dividends Share Repurchases – 18 Consecutive – Completed Initial $1.04 Years of $300 Million $0.96 Dividend Authorization in $0.88 Increases May 2018 $0.80 – Board Approved $0.72 – New $300 Million A Quarterly Authorization Dividend Through Fiscal 2020 Increase to $0.29 Per Share at June 2018 Meeting 2014 2015 2016 2017 2018 Fiscal Year

Cash Flows and Balance Sheet April 30, 2018 Operating cash flows $420 million Capital expenditures $615 million Cash and cash equivalents $54 million Long-term debt (net of current maturities) $1.3 billion Total shareholders’ equity $1.3 billion Debt : EBITDA 2.8x Financial covenants (Debt : EBITDA) 3.5x Additional debt capacity $356 million

Diluted Earnings Per Share Diluted Earnings Per Share  17% total increase in last 5 years $5.73 $4.62 $4.48 $3.81 $3.26  127% total increase in last 10 years 2014 2015 2016 2017 2018* Fiscal Year * Excludes one-time tax benefit from the Tax Cuts and Jobs Act of 2017.

CASY Share Price $150 $114.17 $120 $112.00 $112.07 $96.60 $90 $82.18 $68.66 $57.91 $60 $30 CASY CASY Closing Share Price $0 2013 2014 2015 2016 2017 2018 Current* April 30, * As of market close August 31, 2018

Total Shareholder Return $250 $199 $201 $207 $200 $175 $145 $150 $120 $100 $100 Investment $50 $0 2013 2014 2015 2016 2017 2018 Current* April 30, The graph assumes a $100 investment in the Company’s Common Stock on April 30, 2013 and reinvestment of all * As of market close August 31, 2018 dividends. The total shareholder return shown is not intended to be indicative of future returns.

Annual Shareholders’ Meeting

Management Team  Terry Handley  Cindi Summers  Kirk Haworth President and Chief Executive Officer Senior VP – Human Resources VP – Real Estate  Bill Walljasper  Darryl Bacon  Sam James Senior VP, Chief Financial Officer VP – Food Service VP – Finance  Julie Jackowski  Jay Blair  James Pistillo Senior VP, Corporate General Counsel & Secretary VP – Transportation & Distribution VP – Accounting & Treasurer  Brian Johnson  Hal Brown  Mike Richardson Senior VP – Store Development VP – Support Services VP – Marketing  Chris Jones  Bob Ford  Rich Schappert Senior VP – Chief Marketing Officer VP – Store Operations VP – Information Technology  Jay Soupene  Deb Grimes Senior VP – Operations VP – Fuel Procurement

Annual Shareholders’ Meeting

Thank you for your investment