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 29, 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 July 29, 2011, the Board of Directors of Casey’s General Stores, Inc. authorized the amendment of Sections 6 and 10 of Article II (the “Amendments”) of the Second Amended and Restated Bylaws (the “Bylaws”) to clarify that abstentions will not be taken into account in determining whether shareholders have approved an action. Briefly, the Amendments (i) delete language to the effect that shareholder action, to be approved, generally must receive the affirmative vote of the holders of a majority of shares represented at a shareholders’ meeting and entitled to vote on the subject matter, and (ii) add a new subparagraph (b) to Article II, Section 10, providing that directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present, and further providing that, if a quorum exists, action by the shareholders (other than the election of directors) generally is approved if the votes cast favoring the action exceed the votes cast opposing the action, as Sections 490.725 and 490.728 of the Iowa Business Corporation Act now provide.

The Amendments are being filed as Exhibit 3.2(a) 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 exhibit accompanying this report is 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: August 2, 2011	By:	/s/ William J. Walljasper
		William J. Walljasper
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.2(a)	Amendments to Second Amended and Restated By-Laws of Casey’s General Stores, Inc.

EX-3.2A

Exhibit 3.2(a)

AMENDMENTS

TO

SECOND AMENDED AND RESTATED

BYLAWS

OF

CASEY’S GENERAL STORES, INC.

Pursuant to Minutes of Action by Unanimous Consent of the Board of Directors of Casey’s General Stores, Inc. effective as of July 29, 2011, the Second Amended and Restated Bylaws of Casey’s General Stores, Inc., in the form adopted on June 10, 2009 and amended on May 19, 2011, are hereby amended by deleting present Article II, Sections 6 and 10, and by inserting, in lieu thereof, the following provisions as new Article II, Sections 6 and 10:

Section 6. Quorum. Except as otherwise provided by law or by the Restated Articles, the holders of a majority of the votes entitled to be cast by the shareholders entitled to vote generally, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the shareholders.

* * *

Section 10. Voting of Shares. (a) Unless otherwise provided by law or by the Restated Articles, each shareholder of record of the Common Stock of the Corporation shall be entitled at each meeting of shareholders to one vote for each share of such stock, in each case, registered in such shareholder’s name on the books of the Corporation (i) on the date fixed pursuant to Section 6 of Article VI of these By-laws as the record date for the determination of shareholders entitled to notice of and to vote at such meeting or (ii) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) Unless otherwise provided in the Restated Articles, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders do not have the right to cumulate their votes for directors unless the Restated Articles so provide. If a quorum exists, action on a matter, other than the election of directors, by the shareholders is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Restated Articles or the Iowa Business Corporation Act require a greater number of affirmative votes.

(c) Unless required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including the election of directors, need not be by written ballot. In the case of a vote by written ballot, each ballot shall be signed by the shareholder voting, or by such shareholder’s proxy, and shall state the number of shares voted.

The foregoing amendments shall be in full force and effect from and after July 29, 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