Casey's

On July 6, 2021, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Gregory A. Trojan to fill the vacancy created by the expansion of the Board. Mr. Trojan, the current Chief Executive Officer and a director of BJ’s Restaurants, Inc. (Nasdaq: BJRI), will also stand for election at the Company’s 2021 annual shareholders’ meeting (the “Annual Meeting”). The Board has not appointed Mr. Trojan to any committees as of the date hereof. As a non-employee director, Mr.

2021 Fiscal Year Annual Incentive Payouts On June 2, 2021, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized payment to the Company’s NEOs under the 2021 fiscal year Annual Incentive Plan. Based on the Company's performance in its 2021 fiscal year, the payouts equal 200% of the “target” for each NEO (which “target” is represented by a percentage of their 2021 fiscal year base salary), resulting in the following payments: (i) Darren M. Rebelez, President/CEO, $2,600,000; (ii) Stephen P. Bramlage, Jr., CFO, $941,625; (iii) Julia L. Jackowski, Chief Legal Officer and Secretary, $786,500; and (iv) John C. Soupene, Senior VP - Operational Excellence, $653,800. 2022 Fiscal Year Long-Term Equity Incentive Awards On June 2, 2021, the Committee (and June 3, 2021, the Board, acting on a recommendation of the Committee with regard to Mr.

On May 3, 2021, Casey’s General Stores, Inc. (the “Company”) eliminated the position of Chief Marketing Officer in connection with a management reorganization, and as a result, Chris Jones departed the Company as of May 3, 2021 (the “Departure Date”). Subject to the execution, effectiveness and compliance with a general release in favor of the Company, which includes certain confidentiality, non-competition and non-solicitation covenants, Mr. Jones will be eligible to receive severance benefits under the Company’s previously filed Officer Severance Plan, and the outstanding RSUs and PSUs granted to him and scheduled to vest on June 15, 2021 will continue to vest as scheduled pursuant to the applicable award agreements. Mr. Jones will forfeit all other equity-based awards that have not yet vested as of the Departure Date.

2020 Fiscal Year Annual Incentive Payouts On June 2, 2020, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized payment to the Company’s NEOs under the 2020 fiscal year Annual Incentive Plan. Based on the Company's performance in its 2020 fiscal year, the payouts equal 113% of the “target” for each NEO (which “target” is represented by a percentage of their 2020 fiscal year base salary), resulting in the following payments: (i) Darren M. Rebelez, President/CEO, $1,073,500; (ii) William J. Walljasper, former CFO (retired effective May 31, 2020), $484,883; (iii) Julia L. Jackowski, Chief Legal Officer and Secretary, $435,191; (iv) John C. Soupene, Senior VP - Operational Excellence, $358,481.

On May 13, 2020, Casey’s General Stores, Inc. (the “Company”) announced that Ena Williams has been appointed as the Company’s Chief Operating Officer, effective June 1, 2020 (the “Effective Date”). Ms. Williams, age 51, most recently served as Chief Executive Officer of National HME, Inc. (“NHME”), a position she held through March 2020. Prior to joining NHME, Ms. Williams was employed by 7-Eleven, Inc. from 2008 to 2018, where she held numerous senior management roles, most recently Senior Vice President and Head of International. Before 7-Eleven, Ms. Williams held management roles within ExxonMobil, and before that, at Mobil Oil Corporation. She holds a Master’s of Business Administration degree from the Wharton School of the University of Pennsylvania and a Bachelor of Arts degree in Economics and African-American Studies from the University of Virginia. In addition, Ms.

On May 13, 2020, Casey’s General Stores, Inc. (the “Company”) announced that Steve Bramlage has been appointed as the Company’s Chief Financial Officer, effective June 1, 2020 (the “Effective Date”). Mr. Bramlage will succeed William J. Walljasper, whose retirement was announced earlier this year. After the Effective Date, Mr. Walljasper will remain with the Company as an Executive Advisor through a transition period. Mr. Bramlage, age 49, served as Executive Vice President and Chief Financial Officer of Aramark (NYSE: ARMK) from 2015 to 2020. Prior to joining Aramark, Mr. Bramlage was employed by Owens-Illinois (NYSE: OI) from 2006 to 2015, where he held numerous senior management roles, most recently Senior Vice President and Chief Financial Officer. Before Owens-Illinois, Mr. Bramlage held management roles within PPG Industries, Inc.

On February 11, 2020, Casey’s General Stores, Inc. (the “Company”) announced that Bill Walljasper will retire from his position as the Company’s Senior VP and Chief Financial Officer later this year, after 30 years of service to the Company, including the past 16 years as its CFO. The effective date of retirement has not yet been determined, however, Mr. Walljasper plans to remain as CFO through the completion of the Company’s fiscal 2020 year-end reporting and oversee a transition period with his successor, for whom a search will begin immediately. The Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 23, 2019, the the Board of Directors (the "Board") of Casey’s General Stores, Inc. (the “Company”) approved a special strategic grant of performance-based restricted stock units (“PSUs”) to the Company’s President and Chief Executive Officer, Darren M. Rebelez, in respect of 5,000 shares of the Company’s common stock, and the Company entered into an award agreement (the “Award Agreement”) with Mr. Rebelez to reflect the terms of the PSUs. The PSUs are subject to vesting based on both achievement by the Company of the performance goals described below and Mr. Rebelez’s continued service until the relevant vesting dates. The performance goals relate to the Company’s performance during calendar year 2020 in respect of certain elements of the Company’s current three-year strategic plan.

On December 13, 2019, Casey’s General Stores, Inc. (the “Company”) provided notice of non-renewal under its “change of control” employment agreements (the “Existing Agreements”) to all its officers who have entered into Existing Agreements, including William J. Walljasper (Senior Vice President and Chief Financial Officer), Julia L. Jackowski (Senior Vice President - Corporate General Counsel and Secretary) and John C. Soupene (Senior Vice President - Operations) (the “NEOs”). As a result of such non-renewal, the Existing Agreements with the NEOs will expire in accordance with their terms as follows: Mr. Walljasper and Ms. Jackowski on May 27, 2021, and Mr. Soupene on June 10, 2021. However, in the event that a change of control of the Company occurs prior to the applicable expiration date, the Existing Agreements will remain in effect in accordance with their terms.

On September 5, 2019, the Board of Directors (the "Board") of Casey’s General Stores, Inc. (the "Company") approved an Officer Severance Plan covering certain Senior Vice Presidents and Vice Presidents of the Company, including William J. Walljasper (Senior Vice President and Chief Financial Officer), Julia L. Jackowski (Senior Vice President - Corporate General Counsel and Secretary) and John C. Soupene (Senior Vice President - Operations) (the "NEOs").

On August 26, 2019, Casey’s General Stores, Inc. (the “Company”) provided a separation agreement and general release (the “Separation Agreement”) to Cindi W. Summers, Senior Vice President - Human Resources of the Company, in connection with her resignation effective as of August 26, 2019. Subject to the effectiveness and irrevocability of the release of claims set forth in the Separation Agreement, the Separation Agreement provides that Ms. Summers will receive a lump sum cash payment equal to 12 months base salary and an amount equal to 12 months of Ms. Summer’s monthly COBRA premiums. Ms. Summers will forfeit any equity-based awards that have not yet vested as of the date of her separation. In addition, the Separation Agreement provides that Ms. Summers will be subject to confidentiality, non-competition and non-solicitation covenants.

2019 Fiscal Year Annual Incentive Plan Payments On June 4, 2019, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) authorized payment to the Company’s named executive officers under the 2019 fiscal year Annual Incentive Plan (the “2019 Annual Plan”). Based on the Company’s performance during the 2019 fiscal year, the payments are equal to 128.7% of the “target” payout under the 2019 Annual Plan for each named executive officer (which “target” is represented by a percentage of their 2019 fiscal year base salary), resulting in the following payments: (i) Terry W. Handley, President and Chief Executive Officer, $1,190,475; (ii) William J. Walljasper, Senior Vice President and Chief Financial Officer, $536,036; (iii) Julia L. Jackowski, Senior Vice President-Corporate General Counsel and Secretary, $495,656; (iv) John C.

On June 5, 2019, Casey’s General Stores, Inc. (the “Company”) announced that its Board of Directors (the “Board”) elected Darren M. Rebelez as President and Chief Executive Officer and as a member of the Board, in each case, effective as of June 24, 2019 (the “Effective Date”). Mr. Rebelez will succeed Terry W. Handley, who will be retiring as President and Chief Executive Officer of the Company and as a member of the Board, in each case, effective as of June 23, 2019. Mr. Rebelez, age 53, is currently serving as President of IHOP Restaurants, a unit of Dine Brands Global, Inc. (NYSE:DIN) (“Dine Brands”), a position he has held since 2015. Prior to joining Dine Brands, Mr. Rebelez was employed by 7-Eleven, Inc. from July 2007 to October 2014, where he served as Executive Vice President and Chief Operating Officer. Before 7-Eleven, Mr.

Director or officer change (Item 5.02). Open the filing for details.

On June 8, 2018, the Compensation Committee of the Board of Directors of Casey's General Stores, Inc. (the “Board”) approved long-term equity incentive awards to fifteen officers, consisting of the Chief Executive Officer, five Senior Vice Presidents, and nine Vice Presidents. The awards, made under the terms of the 2009 Stock Incentive Plan of the Company, are equal to a percentage (ranging from 90% to 150%) of the officer’s base salary for FY2019, and consist of three types of restricted stock units: Time-Based Units (comprising 25% of the award amount); ROIC Units (comprising 37.5% of the award amount); and TSR Units (comprising 37.5% of the award amount).

Newly Elected Director - Judy A. Schmeling On March 29, 2018, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) elected Judy A. Schmeling as a Class III director, effective immediately, to fill the vacancy caused by the death of Johnny Danos, who passed away on March 18, 2018. Ms. Schmeling is, most recently, the former Chief Operating Officer of HSN, Inc. (“HSN”), an interactive multichannel retailer, and the former President of Cornerstone Brands, a division of HSN. She also currently serves on the Board of Directors of Constellation Brands, Inc. The Board has appointed Ms. Schmeling to serve on its Audit Committee and its Nominating and Corporate Governance Committee, in each case effective March 29, 2018. As a non-employee director, Ms.

On March 7, 2018, Casey’s General Stores, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) disclosing that the Board of Directors of the Company (the “Board”) had appointed Donald E. Frieson, David K. Lenhardt and Allison M. Wing to the Board, effective March 6, 2018. At the time of the Original Filing, the Board had not made any determinations regarding committee assignments for Mr. Frieson, Mr. Lenhardt or Ms. Wing. The Company is filing this Form 8-K/A to report that on March 13, 2018, the Board assigned Mr. Frieson to serve on its Nominating and Corporate Governance Committee and Risk Committee, Mr. Lenhardt to serve on its Compensation Committee and Audit Committee, and Ms. Wing to serve on its Compensation Committee and Risk Committee, in each case effective March 13, 2018.

Retiring Directors On March 1, 2018, Robert J. Myers, William C. Kimball and Jeffrey M. Lamberti notified the Board of Directors (the "Board") of the Company of their decision to retire and resign from the Board, effective March 6, 2018. At the time of their respective retirements and resignations, (a) Mr. Myers served as Board Chair and Chair of the Board's Executive Committee, (b) Mr. Kimball served as a member of the Board's Executive Committee, Compensation Committee, Nominating and Corporate Governance Committee and Succession Planning Committee, and (c) Mr. Lamberti served as Chair of the Board's Risk Committee and a member of the Board's Executive Committee and the Succession Planning Committee. Newly Elected Directors To fill the vacancies created by, and effective upon, such retirements and resignations, the Board elected Donald E. Frieson, David K. Lenhardt and Allison M.

On July 19, 2017, Casey's General Stores, Inc. (the “Company”) filed a Current Report on Form 8-K announcing the election of Cara Heiden to the Board of Directors (“Board”) on July 19, 2017. At that time, Ms. Heiden had not been appointed to serve on any committees of the Board. On September 15, 2017, Ms. Heiden was appointed to be a member of the Audit Committee, the Compensation Committee and the Risk Committee of the Board.

On July 19, 2017, the Board of Directors of the Company elected Cara Heiden as a Class II director on the Board of Directors, filling the existing vacancy left by the death of Richard Wilkey in April of this year. Ms. Heiden is the retired Co-President of Wells Fargo Home Mortgage (“WFHM”), a Wells Fargo company and provider of residential mortgages. She began her career with Norwest Bank Iowa/Wells Fargo in 1981 and held a number of executive leadership positions in Wells Fargo companies during her tenure, including vice president and chief financial officer of WFHM and head of National Consumer Lending. She became Co-President of WFHM in 2004 and served in that position until her retirement in 2011. The Board of Directors has not appointed Ms.

On July 14, 2017, the Compensation Committee (“Committee”) of the Board of Directors of Casey's General Stores, Inc. (the "Company") approved long-term equity incentive awards to fifteen officers, consisting of the Chief Executive Officer, the five Senior Vice Presidents, and the nine Vice Presidents. The awards, made under the terms of the 2009 Stock Incentive Plan of the Company, are equal to a percentage (ranging from 90% to 150%) of the officer’s base salary for FY2018, and consist of three types of restricted stock units: Time-Based Units (comprising 25% of the award amount); ROIC Units (comprising 37.5% of the award amount); and TSR Units (comprising 37.5% of the award amount).

On June 2, 2017, the Board of Directors of the Company approved base salaries and the annual short-term incentive plan arrangements for the Company's executive officers and Vice Presidents for the fiscal year ending April 30, 2018. Further information concerning such arrangements is described in Exhibit 99.2 and is incorporated herein by reference.

On June 2, 2016, the Compensation Committee of the Board of Directors authorized the award of restricted stock units to each of the Company's executive officers, Vice Presidents and other key employees under the terms of the 2009 Stock Incentive Plan. The awards will vest in full on June 2, 2019. On that same date, the Compensation Committee also authorized the payment of awards to the executive officers and Vice Presidents under the fiscal 2016 annual incentive plan (described in the Form 8-K filed on June 8, 2015 and the proxy statement filed on August 7, 2015). The awards are equal to 100% of the officer's base salary, and each award is payable in cash (30%) and shares of restricted stock (70%). The shares so acquired are subject to a three-year holding period requirement.

On April 12, 2016, the Board of Directors of Casey's General Stores, Inc. (the "Company") approved and authorized the execution of an Employment Agreement (the "Agreement") with Terry W. Handley, who will become the President and Chief Executive Officer of the Company effective May 1, 2016. On the same date, the Compensation Committee ("Committee") of the Board approved and authorized an award to Mr. Handley under the 2009 Stock Incentive Plan, consisting of 10,000 restricted stock units ("RSUs") that will vest over a five-year period (the "RSU Award"). Mr. Handley has most recently been serving as President and Chief Operating Officer of the Company. The Agreement generally provides for the employment of Mr. Handley as President and Chief Executive Officer commencing on May 1, 2016 and continuing through April 30, 2019, unless sooner terminated in accordance with the Agreement. Mr.