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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): September 3, 2025
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 2.02. Results of Operations and Financial Condition.
On September 8, 2025, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2025 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 3, 2025, the Company held its 2025 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:
At the Meeting, the following eleven director nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):
| | | | | | | | | | | | | | |
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Sri Donthi | 30,598,460 | 229,084 | 27,631 | 3,433,525 |
| Donald E. Frieson | 30,608,982 | 220,529 | 25,664 | 3,433,525 |
| Cara K. Heiden | 30,592,128 | 238,280 | 24,767 | 3,433,525 |
| David K. Lenhardt | 30,326,580 | 504,839 | 23,756 | 3,433,525 |
| Maria Castañón Moats | 30,602,265 | 228,012 | 24,898 | 3,433,525 |
| Darren M. Rebelez | 29,770,869 | 1,061,017 | 23,289 | 3,433,525 |
| Larree M. Renda | 30,238,026 | 593,558 | 23,591 | 3,433,525 |
| Judy A. Schmeling | 30,511,449 | 320,179 | 23,547 | 3,433,525 |
| Michael Spanos | 30,603,848 | 226,576 | 24,751 | 3,433,525 |
| Gregory A. Trojan | 30,604,302 | 226,528 | 24,345 | 3,433,525 |
| Allison M. Wing | 30,594,977 | 237,077 | 23,121 | 3,433,525 |
At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2026, was as follows (Proposal #2):
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 33,424,315 | 833,546 | 30,839 | 0 |
At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 30,127,765 | 596,858 | 130,552 | 3,433,525 |
At the Meeting, the vote to approve the Casey’s General Stores, Inc. 2025 Stock Incentive Plan was as follows (Proposal #4):
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 30,228,232 | 550,245 | 76,698 | 3,433,525 |
At the Meeting, the vote on the shareholder proposal regarding Scope 3 greenhouse gas reduction targets was as follows (Proposal #5):
| | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 2,050,371 | 28,510,419 | 294,385 | 3,433,525 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 99.1 | Press Release issued by Casey's General Stores, Inc. dated September 8, 2025 |
| 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: September 8, 2025 | By: | /s/ Stephen P. Bramlage Jr. |
| | Stephen P. Bramlage Jr. |
| | Chief Financial Officer |
