Casey's General Stores (CASY) Proxy Filing summary

Executive summary

• Achieved record financial results in FY25: $15.9B revenue, $546.5M net income, $1.2B EBITDA, and 30.9% share price increase compared to FY24.

• Expanded footprint by building/acquiring 270 stores, including the Fikes Wholesale/CEFCO acquisition.

• Maintained strong shareholder returns with a 120% TSR over three years, ranking at the 94th percentile of the S&P 500.

• Fifth consecutive year of record performance, with significant growth in stores, revenue, and profitability.

Voting matters and shareholder proposals

• Election of eleven directors for one-year terms.

• Ratification of KPMG LLP as independent auditor for FY26.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2025 Stock Incentive Plan, replacing the 2018 plan with 1,650,000 shares available.

• Shareholder proposal requesting a timeline for Scope 3 GHG reduction targets, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; 45% female, 36% racially/ethnically diverse.

• Lead Independent Director role with robust duties; annual evaluation of Board leadership structure.

• Annual election of directors, majority voting in uncontested elections, and proxy access for shareholders.

• Regular board and committee self-assessments, director over-boarding limits, and age/tenure limits.

• Active shareholder engagement, with over 60% of outstanding shares represented in direct engagement.