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 5, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 5, 2024, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) (i) increased the size of the Board from ten to eleven directors, and (ii) appointed Maria Castañón Moats to fill the vacancy created by the expansion of the Board, each effective as of July 1, 2024. Ms. Castañón Moats, who is retiring as a partner from PricewaterhouseCoopers, LLP, on June 30, 2024, will also stand for election at the Company’s 2024 annual shareholders’ meeting (the “Annual Meeting”).

Ms. Castañón Moats has also been appointed to serve on the Audit Committee of the Board, also effective July 1, 2024.

As a non-employee director, Ms. Castañón Moats 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 6, 2023.

Ms. Castañón Moats 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 Ms. Castañón Moats that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On June 11, 2024, the Company issued a press release announcing the expansion of the Board and Ms. Castañón Moats' 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 issued by Casey's General Stores, Inc. dated June 11, 2024
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 11, 2024	By:	/s/ Stephen P. Bramlage, Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Casey’s Announces Public Accounting and Governance Leader

Maria Castañón Moats to Join its Board of Directors on July 1, 2024

ANKENY, Iowa, June 11, 2024 – (Business Wire) – 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 Maria Castañón Moats to its Board of Directors (the “Board”), effective as of July 1, 2024, following her retirement from PricewaterhouseCoopers, LLP (PwC) on June 30, 2024. Her addition to the Board will bring the number of directors from ten to eleven. Ms. Castañón Moats has over 30 years of public accounting experience along with significant leadership roles at PwC in the areas of assurance services and corporate governance.

“We are excited to welcome Maria to the Board in July as she will add deep financial, accounting and governance acumen to our current board capabilities. Her leadership experience in these areas will benefit Casey’s, the Board and its shareholders immensely,” said Darren Rebelez, Casey’s Board Chair, President and CEO.

Ms. Castañón Moats is currently a partner and the leader of PwC’s Governance Insights Center. She held previous leadership roles at PwC as its Vice-Chair, Mexico & US Assurance Leader from 2016 to 2019, where she oversaw PwC’s national assurance practice, and as its Chief Diversity Officer from 2011 to 2016. Throughout her career, Ms. Castañón Moats has regularly provided accounting, financial reporting, investigations and M&A services to both private and public clients across the retail, consumer and industrial products industries.

Ms. Castañón Moats is a Certified Public Accountant (licensed in Texas and New York), is fluent in Spanish and is a graduate of The University of Texas at El Paso with a BBA in Accounting.

About Casey’s

Casey’s is a Fortune 500 company (Nasdaq: CASY) operating over 2,600 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) 446-6587

Brian.johnson@caseys.com

Media Relations Contact:

Katie Petru (515) 446-6772

Katie.petru@caseys.com

XML

Cover Page	Jun. 05, 2024
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. 05, 2024