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): July 6, 2021

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2021, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Gregory A. Trojan to fill the vacancy created by the expansion of the Board. Mr. Trojan, the current Chief Executive Officer and a director of BJ’s Restaurants, Inc. (Nasdaq: BJRI), will also stand for election at the Company’s 2021 annual shareholders’ meeting (the “Annual Meeting”).

The Board has not appointed Mr. Trojan to any committees as of the date hereof.

As a non-employee director, Mr. Trojan will be entitled to receive the same compensation payable to other non-employee directors of the Company, prorated through the date of the Annual Meeting, the most recent description of which is included in the Company's proxy statement (Schedule 14A) for the annual meeting of shareholders that was held on September 2, 2020.

Mr. Trojan was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no transactions between the Company and Mr. Trojan that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On July 8, 2021, the Company issued a press release announcing the expansion of the Board and Mr. Trojan’s appointment thereto. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 8, 2021
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.

		CASEY'S GENERAL STORES, INC.
Dated: July 8, 2021	By:	/s/ Stephen P. Bramlage Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Casey’s Announces Restaurant, Retail and Consumer Products Leader

Greg Trojan Joins its Board of Directors

ANKENY, Iowa (July 8, 2021) -- Casey’s General Stores, Inc. (NASDAQ: CASY), the third largest convenience retailer and fifth largest pizza chain in the United States, today announced the appointment of Gregory A. Trojan to its Board of Directors, bringing the number of directors from nine to ten. Mr. Trojan has over 25 years of experience leading national restaurant, retail and consumer products companies.

“We are excited to welcome Greg to Casey’s Board of Directors as he provides significant restaurant, food service and other expertise to complement our current board capabilities. Casey’s and its shareholders will benefit immensely from his diverse, consumer-focused experience over nearly three decades,” said Lynn Horak, Casey’s Board Chair.

Mr. Trojan currently serves as CEO and a director of BJ’s Restaurants, Inc. (NASDAQ: BJRI), the owner and operator of over 200 casual dining restaurants throughout the United States, where he also served as President from 2012 through 2018. Prior to BJ’s, Mr. Trojan served as COO and then CEO at Guitar Center, Inc., a top retailer of guitars and other musical instruments and equipment, from 2007 to 2012, and CEO of House of Blues Entertainment, Inc., a leading operator of restaurant and music venues, concerts and media properties, starting in 1998.

Earlier in his career, he also held leadership roles with PepsiCo, including service as CEO of California Pizza Kitchen when it was owned by PepsiCo, and was a consultant at Bain & Company, the Wharton Small Business Development Center and Arthur Andersen & Company. Mr. Trojan holds a Master of Business Administration from the University of Pennsylvania’s Wharton School, and a Bachelor’s degree from the University of Virginia.

“Adding Greg to the Casey’s Board of Directors adds strategic expertise in areas that fuel the growth of our business – focusing on the guest, leading an exceptional restaurant caliber foodservice program and being a retail leader. We look forward to leveraging Greg’s unique perspective and industry expertise to help continue Casey’s growth and success,” said Darren Rebelez, President and CEO, Casey’s.

About Casey’s

Casey’s is a Fortune 500 company (NASDAQ: CASY) operating over 2,300 convenience stores. Founded more than 50 years ago, the company has grown to become the third-largest convenience store retailer and the fifth-largest pizza chain in the United States. Casey’s provides freshly prepared foods, quality fuel and friendly service at its locations. Guests can enjoy pizza, donuts, other assorted bakery items, and a wide selection of beverages and snacks. Learn more and order online at www.caseys.com, or in the mobile app.

Investor Relations Contact:

Brian Johnson (515) 965-6587

Brian.johnson@caseys.com

Media Relations Contact:

Katie Petru (515) 446-6772

Katie.petru@caseys.com

XML

Cover Page	Jul. 06, 2021
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	CASEY'S GENERAL STORES, INC.
Entity Incorporation, State or Country Code	IA
Entity File Number	001-34700
Entity Tax Identification Number	42-0935283
Entity Address, Address Line One	One SE Convenience Blvd.
Entity Address, City or Town	Ankeny
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50021
City Area Code	515
Local Phone Number	965-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	CASY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000726958
Amendment Flag	false
Document Period End Date	Jul. 06, 2021