8-K – 2025-09-08 – casy-20250903.htm

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casy-20250903 0000726958 false 0000726958 2025-09-03 2025-09-03

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