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): May 19, 2011

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 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))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2011, the Board of Directors (“Board”) of Casey’s General Stores, Inc. (“Company”) adopted Articles of Amendment (“Articles of Amendment”) to the Restatement of the Restated and Amended Articles of Incorporation (“Articles of Incorporation”) of the Company, and a conforming amendment to Second Amended and Restated Bylaws (“Bylaw Amendment”). The Articles of Amendment and Bylaw Amendment implement the provisions of Section 490.806A, subsection 1 (“Act”), of the Iowa Business Corporation Act (“IBCA”), which was enacted as part of Senate File 325 during the 2011 session of the Iowa General Assembly.

The Articles of Amendment add a new Article IX to the Articles of Incorporation, providing for the staggering of the terms of directors of the Company required by the Act. Three classes of directors have been established, referred to “class I directors”, “class II directors”, and “class III directors”. By separate action of the Board required under the Act, two members of the Board (Mr. Myers and Ms. Bridgewater) have been designated as class I directors; three members of the Board have been designated as class II directors (Mr. Kimball, Mr. Haynie and Mr. Wilkey); and three members of the Board have been designated as class III directors (Mr. Danos, Mr. Horak and Mr. Lamberti).

As required under the Act, the class I directors shall continue in office until the next annual shareholders’ meeting, expected to be held in September 2011 (“Next Annual Meeting”), and until their successors are elected. The class II directors shall continue in office until one year following the Next Annual Meeting, and until their successors are elected. The class III directors shall continue in office until two years following the Next Annual Meeting, and until their successors are elected. At each annual shareholders’ meeting, commencing with the Next Annual Meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term of three years following the meeting and until their successors are elected.

Under Section 490.1005A of the IBCA (also enacted as part of Senate File 325), the Articles of Amendment are required to be adopted without shareholder approval.

Copies of the Articles of Amendment and Bylaw Amendment are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The exhibits accompanying this report are listed in the Exhibit Index attached hereto.

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: May 19, 2011	By:	/s/ William J. Walljasper
		William J. Walljasper
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Articles of Amendment to the Restatement of the Restated and Amended Articles of Incorporation
99.2	Amendment to Second Amended and Restated Bylaws

EX-99.1

Exhibit 99.1

ARTICLES OF AMENDMENT

TO THE RESTATEMENT

OF THE

RESTATED AND AMENDED

ARTICLES OF INCORPORATION

OF

CASEY’S GENERAL STORES, INC.

To the Secretary of State of the State of Iowa:

Pursuant to the provisions of Section 490.1005A of the Iowa Business Corporation Act, which was enacted as part of Senate File 325 during the 2011 session of the Iowa General Assembly, the undersigned corporation hereby amends its Restatement of the Restated and Amended Articles of Incorporation (the “Articles of Incorporation”), and for that purpose, submits the following statement:

1. The name of the corporation is Casey’s General Stores, Inc. (the “Company”).

2. On May 19, 2011, the Company adopted an amendment to its Articles of Incorporation, the text of which is attached hereto as Annex A.

3. The amendment was duly adopted by the Board of Directors without shareholder approval, as required by Section 490.1005A of the Iowa Business Corporation Act.

Dated: May 19, 2011

	CASEY’S GENERAL STORES, INC.
By:	/s/ Robert J. Myers
Name:	Robert J. Myers
Title:	President and Chief Executive Officer

ANNEX A

Article IX of the Restatement of the Restated and Amended Articles of Incorporation is hereby amended to delete the word “Reserved” and to provide as follows:

ARTICLE IX

A. The Corporation is subject to Section 490.806A, subsection 1 (the “Act”), of the Iowa Business Corporation Act, which was enacted as part of Senate File 325 during the 2011 session of the Iowa General Assembly.

B. The terms of directors of the Corporation shall be staggered by dividing the number of directors into three groups, as nearly equal in number of possible. The first group shall be referred to as “class I directors”, the second group shall be referred to as “class II directors”, and the third group shall be referred to as “class III directors”.

C. On or before the date on which the Corporation first convenes an annual shareholders’ meeting following the time the Corporation became subject to the Act, the Board of Directors of the Corporation shall by majority vote designate from among its members directors to serve as class I directors, class II directors, and class III directors.

D. The terms of directors serving in office on the date that the Corporation became subject to the Act shall be as follows:

(1) class I directors shall continue in office until the first annual shareholders’ meeting following the date that the Corporation became subject to the Act, and until their successors are elected. The shareholders’ meeting shall be conducted not less than eleven months following the last annual shareholders’ meeting conducted before the Corporation became subject to the Act.

(2) class II directors shall continue in office until one year following the first annual shareholders’ meeting described in subparagraph (1), and until their successors are elected.

(3) class III directors shall continue in office until two years following the first annual shareholders’ meeting described in subparagraph (1), and until their successors are elected.

E. At each annual shareholders’ meeting of the Corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term of three years following such meeting and until their successors are elected.

EX-99.2

Exhibit 99.2

AMENDMENT

TO

SECOND AMENDED AND RESTATED

BYLAWS

OF

CASEY’S GENERAL STORES, INC.

Pursuant to action of the Board of Directors of Casey’s General Stores, Inc. on May 19, 2011, the Second Amended and Restated Bylaws of Casey’s General Stores, Inc., in the form adopted on June 10, 2009, are hereby amended by deleting present Article III, Section 2 thereof and by inserting, in lieu thereof, the following provision as a new Article III, Section 2:

Section 2. Tenure and Qualifications. The Board of Directors shall be divided into three classes as set forth in Article IX of the Restated Articles, and directors shall hold office for the terms provided in said Article IX. A vacancy on the Board of Directors, including but not limited to a vacancy resulting from an increase in the number of directors, shall be filled solely by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board, and the person filling such vacancy or newly-created directorship shall serve out the remainder of the term of the vacated directorship or, in the case of a new directorship, the term designated for the particular director. The directors need not be residents of the State of Iowa or shareholders of the Corporation.

The foregoing amendment shall be in full force and effect from and after May 19, 2011, the date of the Board of Directors’ approval thereof.

		CASEY’S GENERAL STORES, INC.
(SEAL)	By:	/s/ Brian J. Johnson
		Brian J. Johnson, Vice President-Finance and Corporate Secretary