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): June 1, 2023

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 June 1, 2023, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) unanimously elected Darren M. Rebelez, the Company’s President, CEO and a current director, to the additional role of Board Chair, and unanimously elected director Judy A. Schmeling to serve as Lead Independent Director, each effective June 2, 2023. As Board Chair, Mr. Rebelez succeeds director H. Lynn Horak, who along with director Diane Bridgewater, will retire from the Board as of the Company’s annual shareholders’ meeting on September 6, 2023, and will not stand for re-election. Mr. Horak and Ms. Bridgewater’s retirement is not the result of a disagreement with the Company on any matters related to its operations, policies, practices or otherwise.

Item 7.01. Regulation FD Disclosure

The information set forth in Item 5.02 is incorporated herein by reference. A copy of the Company’s press release is attached as Exhibit 99.1 and is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Casey's General Stores, Inc. dated June 6, 2023
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: June 6, 2023	By:	/s/ Stephen P. Bramlage, Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Casey's Board of Directors Elects President and CEO Darren M. Rebelez as Board Chair

ANKENY, Iowa, June 6, 2023 – (Business Wire) – Casey’s General Stores, Inc., (“Casey’s” or the “Company”) (Nasdaq: CASY) today announced that its Board of Directors (the “Board”) unanimously elected Darren M. Rebelez, the Company’s President, CEO and a current director, to the additional role of Board Chair, effective June 2, 2023. Mr. Rebelez succeeds H. Lynn Horak as Board Chair, who along with Diane Bridgewater, are retiring from the Board on September 6, 2023.

The Company also announced that the Board unanimously elected Judy A. Schmeling, a director since 2018, to the role of Lead Independent Director, also as of June 2, 2023. As part of the Board leadership transition, which was the result of a comprehensive evaluation process, the Board also enhanced its Lead Independent Director duties, which are set forth in the Company’s Corporate Governance Guidelines (available on its website under the “Investor Relations” tab).

“On behalf of the Board, we are pleased to appoint Darren as Board Chair, in addition to his continuing role as President and CEO,” said Mr. Horak. “Darren has made a significant impact on the Company since he joined in 2019 and the Board believes his strategic vision and proven leadership capabilities make him the right person to lead the Company into the future. The Board is also pleased that Judy, with her decades of leadership both as an executive and in the boardroom, has stepped into the role of Lead Independent Director.”

“I am honored by the confidence the Board has placed in me to serve as its Chair, and I look forward to working closely with Judy, as our new Lead Independent Director, for years to come,” said Mr. Rebelez. “On behalf of the Board and the entire Casey’s team, I also want to extend a sincere thank you to both Lynn and Diane for their combined 30 years of distinguished service and leadership on the Board. They helped build Casey’s into the great organization it is today and we wish them nothing but the best in their retirement from the Board come September.”

About Casey’s

Casey’s is a Fortune 500 company (Nasdaq: CASY) operating over 2,500 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	Jun. 06, 2023
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	Jun. 01, 2023