Casey's General Stores (CASY) Proxy Filing summary

Executive summary

• Achieved record financial results in FY24: $14.9B revenue, $1.06B EBITDA, $501.9M net income, and 12.4% EPS growth compared to FY23.

• Added 154 stores, entered Texas, and increased rewards members to 7.9 million.

• Stock price rose 39.7% over the year, reflecting strong shareholder value creation.

• Fourth consecutive record-breaking year, with significant long-term value delivered over the past three years.

Voting matters and shareholder proposals

• Shareholders to elect eleven directors, ratify KPMG as auditor, and hold advisory vote on executive compensation.

• Two shareholder proposals: require an independent board chair and request a GHG emissions reduction report; Board recommends voting against both.

• Board recommends voting for all director nominees, auditor ratification, and say-on-pay.

Board of directors and corporate governance

• Board expanded to eleven members, 91% independent, with 45% female and 36% racial/ethnic diversity.

• Board Chair and CEO roles combined in 2023; robust Lead Independent Director role established.

• Annual board and committee self-assessments, director over-boarding limits, and strong governance guidelines.

• Proxy access, majority voting, and single-class voting structure in place.