DEF 14A of Caseys General Stores Inc, Jul 26, 2023

DEF 14A of Caseys General Stores Inc

Filed Jul 26, 2023 · FY20230001140361-23-036246

Open on EDGAR

  1. Proposal 1 Summary: Election of Directors

    Proposal 1 Summary: Election of Directors

  2. **The Board recommends a vote FOR all director nominees**

    **The Board recommends a vote FOR all director nominees**

  3. **The Board recommends a vote FOR all director nominees**

    | Nominees | | Div. | Age | Director Since | Current Committees | | | Nominee Composition* / Highlights | | | | | | | A | NCG | C/HC | | | | Darren M. Rebelez Board Chair President and CEO, Casey’s General Stores, Inc. | ✔ | 57 | 2019 | | | | Gender Diversity = 4 of 10 female (40%) Racial/Ethnic Diversity = 3 of 10 diverse (30%) Average Age = 60 years Average Tenure = 4.3 years | | | Judy A. Schmeling (I) Lead Independent Director Former COO, HSN, Inc. and President, Cornerstone Brands | ✔ | 63 | 2018 | | M | | | | | Sri Donthi (I) Executive VP and Chief Technology Officer, Advance Auto Parts, Inc. | ✔ | 56 | 2022 | M | | | Governance Practices ✔ Annual election of directors ✔ Majority voting in uncontested elections ✔ Robust Lead Independent Director duties ✔ All directors independent other than CEO ✔ All committee members are independent ✔ Regular executive sessions ✔ Meaningful stock ownership requirements ✔ Proxy access (3/3/20/20) ✔ Single voting class of securities ✔ Robust code of conduct/ethics ✔ Regular board/committee self-assessments ✔ Director over-boarding limits ✔ Strong corporate governance guidelines ✔ ESG oversight by the Nom./Gov. Committee | | | Donald E. Frieson (I) Executive VP, Supply Chain, Lowe’s Companies, Inc. | ✔ | 65 | 2018 | | M | M | | | | Cara K. Heiden (I) Retired Co-President, Wells Fargo Home Mortgage | ✔ | 67 | 2017 | C* | | | | | | David K. Lenhardt (I) Former President and CEO, PetSmart, Inc. | | 54 | 2018 | M* | C | | | | | Larree M. Renda (I) Retired Executive VP, Safeway, Inc. | ✔ | 65 | 2014 | | | C | (I) = Independent Div. = Diversity (gender, race, or ethnicity) C = Chair M = Member A = Audit * = Audit Committee Financial Expert NCG = Nominating and Corporate Gov. C/HC = Compensation and Human Capital | | | Michael Spanos (I) COO, Delta Air Lines, Inc. | | 58 | 2022 | | | M | | | | Gregory A. Trojan (I) Former CEO, BJ’s Restaurants, Inc. | | 64 | 2021 | | | M | *Nominee stats do not include H. Lynn Horak and Diane Bridgewater, who are directors currently serving through, but retiring as of, the Annual Meeting, and are not standing for re-election. Subject to, and effective as of, re-election at the Annual Meeting, Mr. Spanos will move from the Compensation and Human Capital Committee to the Audit Committee. | | | Allison M. Wing (I) CEO, Oobli, Inc. | ✔ | 56 | 2018 | | | M | |

  4. What vote is required for Proposal 1 – election of directors?

    What vote is required for Proposal 1 – election of directors? For Proposal 1, every shareholder has the right to vote each share of Common Stock owned by such shareholder on the Record Date for as many persons as there are directors to be elected. Cumulative voting is not permitted. The Company’s Articles of Incorporation provide for a majority voting standard in uncontested elections, meaning that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee (a “Majority Vote”). Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the vote for Proposal 1.

  5. What if a director nominee does not receive a Majority Vote?

    What if a director nominee does not receive a Majority Vote? The Company’s Corporate Governance Guidelines provide that any director in an uncontested election who does not receive a Majority Vote is expected to tender his or her resignation as a director. All of the current directors have tendered irrevocable resignations to the Company that will be effective if that director does not receive a Majority Vote and the Board accepts such resignation.

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  7. Director Nominee Selection Process

    Director Nominee Selection Process To ensure the Board is comprised of highly-talented and experienced individuals, the Nominating and Corporate Governance Committee (the “NCG Committee”) annually assesses the competencies and skills possessed by each director. The NCG Committee also considers the skills and competencies the Board as a whole should possess in order to provide effective oversight of the Company’s business. Based on that assessment and as otherwise deemed appropriate, the NCG Committee may establish search criteria for Board candidates, select suitable candidates for interviews and recommend appropriate candidates to the Board for consideration. Board candidates are considered based on various criteria, including relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of shareholders and relevant regulatory guidelines. These considerations are made in light of the needs of the Board at the particular point in time. The director nominees have a broad skillset across areas that are directly relevant to the long-term success of the Company:

  8. Director Nominee Selection Process

    | DIRECTOR NOMINEE SKILLS MATRIX (this summary is not intended to be an exhaustive list of a expertise or contributions to the Board) | Sri Donthi | Donald E. Frieson | Cara K. Heiden | David K. Lenhardt | Darren M. Rebelez | Larree M. Renda | Judy A. Schmeling | Michael Spanos | Gregory A. Trojan | Allison M. Wing | | Senior Business Operations Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Consumer Products, Retail | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Real Estate, Development, Construction | | ✔ | | ✔ | ✔ | ✔ | | | ✔ | | | Digital Marketing, E-Commerce | ✔ | | | | | ✔ | ✔ | ✔ | | ✔ | | Marketing and Brand Management | | | ✔ | | ✔ | ✔ | | ✔ | ✔ | ✔ | | Supply Chain, Logistics and Distribution | | ✔ | | | | | | ✔ | | | | Capital Markets, Investment Banking, Asset Management and Investor Relations | | | | ✔ | | | ✔ | ✔ | | | | M&A | | | ✔ | ✔ | ✔ | | ✔ | | ✔ | ✔ | | IT and Security | ✔ | | | | | | | | | ✔ | | Public Policy, Government Affairs, Regulatory, Compliance, Legal | | | ✔ | | | ✔ | | ✔ | | | | Finance, Accounting and Financial Reporting | | | ✔ | ✔ | | | ✔ | ✔ | ✔ | | | Risk Management | | | ✔ | ✔ | | ✔ | ✔ | ✔ | | | | Restaurant and Food Service | | | | | ✔ | | | | ✔ | |

  9. Director Nominee Selection Process

    The Company is proud of its long-standing and ongoing commitment to diversity on its Board:

  10. Director Nominee Selection Process

    | Board Diversity Matrix (as of July 26, 2023)* | | | | | | Total Numbers of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part 1: Gender Identity | | | | | | Directors | 5 | 7 | — | — | | Part 2: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | 1 | — | — | | Native Hawaiian or Pacific Islander | — | | — | — | | White | 5 | 4 | — | — |

  11. Director Nominee Selection Process

    | Notice & Proxy Statement | 9 | |

  12. Director Nominee Selection Process

    | Board Diversity Matrix (as of July 26, 2023)* | | | | | | Total Numbers of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  13. Director Nominee Selection Process

    | * The Board Diversity Matrix is as of July 26, 2023, and as such, includes H. Lynn Horak (male, white) and Diane Bridgewater (female, white), who are directors currently serving through, but retiring as of, the Annual Meeting in September, and are not standing for re-election. To see our Board Diversity Matrix from last year, as of July 19, 2022, please see page 8 of our proxy statement filed with the SEC on July 19, 2022. |

  14. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The NCG Committee has recommended, and the Board has nominated, each of the ten director nominees below to stand for election at the Annual Meeting, each for an annual term expiring in 2024. The Board believes that each nominee has demonstrated outstanding achievement in their careers, possesses personal and professional integrity and independent judgment, and has the necessary skills and qualifications to provide effective oversight, strategic guidance and contribute to the future success and growth of the Company. It is intended that all proxies, unless contrary instructions are given thereon, will be voted FOR the election of the ten director nominees. In the event of death or disqualification of any nominee, or the refusal or inability of any nominees to serve as a director, the proxy may be voted with discretionary authority for the election of a substitute nominee approved by the Board. *THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES*

  15. Nominees for Election at the Annual Meeting

    | Notice & Proxy Statement | 12 | |

  16. Nominees for Election at the Annual Meeting

    | Information About the Director Nominees | | I = Independent, A = Audit Committee, * = Audit Committee Financial Expert, NCG = Nominating and Corporate Governance Committee, C/HC = Compensation and Human Capital Committee |

  17. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Darren M. Rebelez, 57 Board Chair President and CEO, Casey’s General Stores, Inc. | Casey’s General Stores, Inc. President/CEO (2019-Present) IHOP Restaurants (unit of Dine Brands Global) President (2015-2019) 7-Eleven, Inc. EVP/COO (2007-2014) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Marketing, Brand Management ⯀ M&A ⯀ Restaurant and Food Service | | Mr. Rebelez, the Company’s President, CEO and Board Chair, brings a wealth of experience as an executive in the convenience store and restaurant industries, most recently as the President of IHOP Restaurants, a unit of Dine Brands Global, Inc., which franchises and operates restaurants under the Applebee’s and IHOP brands. Prior to joining Dine Brands, Mr. Rebelez was employed by 7-Eleven, Inc., a convenience store chain, as Executive VP and COO. Before 7-Eleven, Mr. Rebelez held numerous management roles within ExxonMobil. In 2020, Mr. Rebelez was named by CSN as its Retailer Executive of the Year. His wide-ranging experience enables Mr. Rebelez to provide important insights to the Board regarding operations, marketing, digital engagement, product development, management and strategic planning. | | | | | Director since: 2019, Committees: None, Other public boards: Genuine Parts Company (since 2023), Globe Life (2010-February 2023) | | | |

  18. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Judy A. Schmeling, 63 (I) Lead Independent Director Former COO, HSN, Inc. and Former President, Cornerstone Brands | HSN, Inc. COO (2013-2017) EVP/CFO (2008-2017) EVP/CFO (2002-2008; when known as IAC Retailing) Financial/leadership positions (1994-2002) Cornerstone Brands (a division of HSN) President (2016-2017) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management | | Ms. Schmeling, the Company’s Lead Independent Director, is a seasoned executive, bringing over 20 years of financial, operational and leadership experience with her from HSN, a leading interactive multichannel retailer and the first television shopping network. She has also served in various roles through multiple corporate transitions, including the spin-off of HSN from IAC and HSN’s integration of additional businesses. Throughout her career as an executive and a director at other public companies, Ms. Schmeling has been at the forefront of new and emerging industries and has developed extensive expertise in accounting/finance, and has significant experience with operations, treasury functions, tax, investor relations and corporate strategy. Ms. Schmeling was also named to the 2020 NACD Directorship 100, a list of directors who promote exemplary board leadership and oversight. | | | | | Director since: 2018, Committees: NCG, Other public boards: Constellation Brands, Inc. (since 2013), Canopy Growth (since 2018) | | | |

  19. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Sri Donthi, 56 (I) Executive VP and Chief Technology Officer, Advance Auto Parts, Inc. | Advance Auto Parts, Inc. EVP, CTO (2018-Present) PepsiCo, Inc. SVP/CIO, Frito-Lay, Global e-Commerce (2017-2018), AMENA, Global e-Commerce (2014-2017), Corporate Functions, Global Groups and Technology Services (2011-2014) CIO, PepsiCo Int’l Transformation (2008-2011) Global CTO (2006-2008) VP, Global Infrastructure Management (2004-2006) Motorola Information Technology Management/leadership positions (1994-2004) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ IT, Security | | Mr. Donthi is a seasoned technology executive, bringing more than 20 years of experience leading and developing technology functions and IT infrastructure, and overseeing cybersecurity programs, in the retail and consumer products industries. He has served as Executive VP, Chief Technology Officer of Advance Auto Parts, Inc. a leading automotive aftermarket parts provider, since 2018, where he is responsible for its overall IT organization, technology platforms and related strategic initiatives. Previously, he worked at PepsiCo, Inc. for 14 years in a number of leadership roles, most recently as SVP, CIO – Frito-Lay where his team led a comprehensive effort to digitize their core business, and SVP, CIO – PepsiCo Asia, Middle East and North Africa, where he was responsible for all IT-related services. Before PepsiCo, Mr. Donthi spent 10 years at Motorola in various IT leadership and operational roles. | | | | | Director since: 2022, Committees: Audit, Other public boards: None | | | |

  20. Nominees for Election at the Annual Meeting

    | Notice & Proxy Statement | 13 | |

  21. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Donald E. Frieson, 65 (I) Executive Vice President, Supply Chain, Lowe’s Companies, Inc. | Lowe’s Companies, Inc. EVP, Supply Chain (2018-Present) Sam’s Club (division of Walmart) EVP, Operations (2014-2017) SVP, Replenishment, Planning & Real Estate (2012-2014) Massmart Holdings (subsidiary of Walmart) Chief Integration Officer (2011-2012) Walmart, Inc. SVP, Supply Chain Eastern U.S. (2010) President, Central Division (2007-2010) Operational/management positions (1999-2007) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Supply Chain, Logistics, Distribution | | Mr. Frieson is Executive VP, Supply Chain, of Lowe’s Companies, Inc., the world’s second largest home improvement retailer, responsible for its distribution centers, logistics, replenishment and planning, transportation and delivery services. Mr. Frieson brings over 30 years of operations, logistics and supply chain experience, including 19 years within the Walmart organization. While at Walmart, he was Executive VP of Operations at Sam’s Club, responsible for all club operations, including supply chain, for more than 650 locations in the U.S. and Puerto Rico, and Senior VP of Supply Chain, where he led more than 30 distribution centers that supplied nearly 1,600 stores, supercenters and neighborhood markets. | | | | | Director since: 2018, Committees: C/HC, NCG, Other public boards: None | | | |

  22. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Cara K. Heiden, 67 (I) Retired Co-President, Wells Fargo Home Mortgage | Wells Fargo Home Mortgage Co-President (2004-2011) Head of National Consumer Lending (1998-2004) Head of Loan Administration (1994-1997) VP/CFO (1992-1994) Wells Fargo Bank Iowa SVP/CFO (1988-1992) Financial leadership positions (1981-1988) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Marketing and Brand Management ⯀ M&A ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management | | Ms. Heiden has over 20 years of executive leadership experience in the financial services industry, serving in both regional and national roles in the Wells Fargo organization. Her successful financial services career led to her being named multiple times to U.S. Banker magazine’s list of “25 Most Powerful Women in Banking,” and she was elected to the Iowa Business Hall of Fame in 2019. Ms. Heiden’s extensive financial, strategy, marketing, operational, and consumer policy expertise will provide the Board with valuable insight in those key areas. | | | | | Director since: 2017, Committees: A* (Chair), Other public boards: None | | | |

  23. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | David K. Lenhardt, 54 (I) Former President and Chief Executive Officer, PetSmart, Inc. | PetSmart, Inc. President/CEO (2013-2015) President/COO (2012-2013) Management/leadership positions (2000-2012) Bain & Company, Inc. Manager (1996-2000) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management | | Mr. Lenhardt spent over 14 years at PetSmart, a specialty provider and retailer for pets, including three years as President and two years as CEO. During this time, he developed its e-commerce and digital business, including through the acquisition of online retailer Pet 360 and deployment of PetSmart’s order online/pick-up in-store capabilities. Mr. Lenhardt also successfully completed PetSmart’s strategic review process in 2014, which resulted in the sale of PetSmart to BC Partners for $8.7 billion in 2015, representing the highest equity valuation in its history. Prior to PetSmart, Mr. Lenhardt served as manager of Bain & Company, Inc., where he led consulting teams for retail, technology and e-commerce clients. | | | | | Director since: 2018, Committees: A*, NCG (Chair), Other public boards: None | | | |

  24. Nominees for Election at the Annual Meeting

    | Notice & Proxy Statement | 14 | |

  25. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Larree M. Renda, 65 (I) Retired Executive VP, Safeway, Inc. | Safeway, Inc. EVP (1999-2015) SVP (1994-1999) Management/leadership positions (1974-1994) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Risk Management | | Ms. Renda is a distinguished, 40-year veteran of the retail grocery industry, including over two decades in senior and executive leadership positions at Safeway, a U.S. supermarket chain. Her diverse responsibilities included retail strategy, labor relations, public affairs, communications, government relations, health initiatives, human resources, corporate social responsibility and sustainability, philanthropy, IT, construction and real estate. In her early career at Safeway, Ms. Renda earned the distinction of being the youngest store manager, district manager and retail operations manager in Safeway’s history. She was also the first female and youngest person promoted to Senior VP, and subsequently became Safeway’s first female Executive VP. Ms. Renda was twice voted as one of the “50 Most Influential Women in Business” by Fortune magazine. | | | | | Director since: 2014, Committees: C/HC (Chair), Other public boards: International Speedway (2015-2019), Ross Stores, Inc. (since 2020) | | | |

  26. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Michael Spanos, 58 (I) COO, Delta Air Lines, Inc. | Delta Air Lines, Inc. COO (2023-Present) Six Flags Entertainment, Inc. President/CEO (2019-2021) PepsiCo, Inc. CEO, Asia, Middle East and North Africa (2018-2019) President/CEO, Greater China Region (2014-2018) SVP/CCO, North America Beverages (2011-2014) Management/leadership positions (1993-2011) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ Supply Chain, Logistics, Distribution ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management | | Mr. Spanos, currently COO of Delta Air Lines, Inc., one of the world’s largest airlines, is a seasoned global executive, bringing over 28 years of frontline leadership, strategy, operations, and retail consumer products experience to the Board. From 2019-2021, Mr. Spanos was the President and CEO of Six Flags Entertainment, Inc., a leading entertainment provider, where he guided the company through the pandemic and a digital and customer-focused transformation. Prior to Six Flags, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Europe, Asia, and the Middle East. | | | | | Director since: 2022, Committees: C/HC, Other public boards: Six Flags Entertainment (2019-2021) | | | |

  27. Nominees for Election at the Annual Meeting

    | Notice & Proxy Statement | 15 | |

  28. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Gregory A. Trojan, 64 (I) Former CEO, BJ’s Restaurants, Inc. | BJ’s Restaurants, Inc. CEO (2013-2022) President (2012-2018) Guitar Center, Inc. President/CEO (2010-2012) President/COO (2007-2010) House of Blues Entertainment, Inc. CEO (1998-2006) President (1996-1998) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Restaurant and Food Service ⯀ Real Estate, Development, Construction ⯀ Marketing, Brand Management ⯀ M&A ⯀ Finance, Accounting, Financial Reporting | | Mr. Trojan has over 25 years of experience leading national restaurant, retail and consumer products companies. He most recently served as CEO, and is currently a director of, BJ’s Restaurants, Inc., the owner and operator of over 200 casual dining restaurants throughout the U.S., where he also served as President from 2012 through 2018. Mr. Trojan was previously employed by Guitar Center, Inc., a leading retailer of musical instrument products, where he served as President, CEO and director from 2010 to 2012 and as President, COO and director from 2007 to 2010. From 1998 to 2006, Mr. Trojan served as CEO of House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, having served as President from 1996 to 1998. Prior to that, he held various positions with PepsiCo, Inc. from 1990 to 1996, including service as CEO of California Pizza Kitchen, Inc. when it was owned by PepsiCo. Earlier in his career, Mr. Trojan was a consultant at Bain & Company, the Wharton Small Business Development Center and Arthur Andersen & Company. | | | | | Director since: 2021, Committees: C/HC, Other public boards: Domino’s Pizza, Inc. (2010-2017), BJ’s Restaurants, Inc. (Since 2012) | | | |

  29. Nominees for Election at the Annual Meeting

    | Nominee | | Career Highlights | Relevant Board Skills | | | Allison M. Wing, 56 (I) CEO, Oobli, Inc. (formerly Joywell Foods) | Oobli, Inc. (formerly Joywell Foods, Inc.) CEO (2021-Present) Bright Health Chief Consumer Officer (2019-2021) Chief Marketing/Digital Officer (2018-2019) Ascena Retail Group, Inc. CMO and EVP, Digital (2014-2017) giggle, Inc. Founder, CEO and Chairperson (2004-2014) | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ M&A ⯀ IT, Security | | Ms. Wing is an experienced retail and brand marketing executive, bringing years of digital, retail and customer insights experience to the Board. She is currently CEO of Oobli, Inc. (formerly Joywell Foods), a food technology company, and prior thereto was Chief Consumer Officer of Bright Health, a health insurance company. Previously, at Ascena Retail Group, a national specialty retailer of women’s apparel, Ms. Wing successfully launched its loyalty program, developed its first customer insights data production platform and launched its e-commerce platform. Ms. Wing was also an entrepreneur as CEO and founder of giggle, Inc., a multichannel retailer, wholesaler and licenser of baby products. She started her career at Nike and spent several years in Silicon Valley working for online, software and e-commerce companies. Ms. Wing has been recognized by Women’s, Inc. among its Top 100 Corporate Board of Directors. | | | | | Director since: 2018, Committees: C/HC, Other public boards: Bazaarvoice, Inc. (2017-2018), Christopher & Banks Corporation (2019-2021) | | | |

  30. Nominees for Election at the Annual Meeting

    *THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES*

  31. Nominees for Election at the Annual Meeting

    | Notice & Proxy Statement | 16 | |

  32. GOVERNANCE OF THE COMPANY

    GOVERNANCE OF THE COMPANY The Company is committed to strong corporate governance, which we believe promotes the long-term interests of our shareholders, strengthens Board and management accountability and fosters strong Company performance. To help ensure the Company meets this commitment, the Board has approved the Guidelines to address key governance practices and identify the framework for the operations of the Board and its committees. The Guidelines are reviewed on an annual basis and were most recently revised in June 2023. A copy of the Guidelines is posted on the Company’s website (www.caseys.com) under the “Investor Relations” link. The NCG Committee monitors developments in law and governance practices and recommends to the Board appropriate changes to the Guidelines and other governance practices. The NCG Committee also maintains Board-level oversight of ESG (environmental, social, governance) issues as they relate to the Company’s business and industry. Certain highlights of our corporate governance practices include the following:

  33. GOVERNANCE OF THE COMPANY

    | BOARD COMPOSITION – DIRECTOR NOMINEES* | | | | | | 9 of 10 Director Nominees Independent | 40% Female Director Nominees | 30% Racial/Ethnic Diversity of Nominees | Comprehensive Board Refreshment | Robust Lead Independent Director Duties | | Only non-independent director is Darren M. Rebelez, President/CEO | 4 of 10 director nominees female, including Audit and Comp./Human Capital Chairs and Lead Independent Director | 3 of 10 director nominees with racial/ethnic diversity, including Board Chair | 8 new directors since 2018, including Mr. Donthi and Mr. Spanos in fiscal 2023 | Significantly enhanced LID responsibilities/duties, as set forth in the Guidelines (see the “Board Leadership” section, above) | | Additional Information | | | | | | Gender Diversity: The Company has a long history of gender diversity on its Board and has been recognized several times by the Women’s Forum of New York as a leader in Board gender diversity. Board Refreshment: During the 2023 fiscal year, the Board added Mr. Donthi and Mr. Spanos as independent directors. Board Chair: The Board has no fixed policy with respect to the combination of the positions of Board Chair and CEO, as the Board believes that it is in the best interests of the Company and its shareholders for the Board to assess the Board leadership structure in light of the circumstances then existing. If, in the future, the Board Chair is not an independent director, the independent directors will designate a Lead Director, selected from the independent directors, who will carry out those duties as set forth in the Guidelines. Over the course of the past year, the NCG Committee, and the full Board, conducted a detailed analysis and thoroughly discussed the relative benefits of combining the Board Chair and CEO roles versus retaining separate roles. After considering the perspectives of our independent directors, peer company practices and governance considerations, the Board unanimously elected Mr. Rebelez, our President and CEO, as Board Chair effective June 2, 2023. The Board believes that Mr. Rebelez’s inclusive leadership style, exceptional track record of success since his appointment as President and CEO in 2019, and deep understanding of the Company’s business, growth opportunities and challenges makes him uniquely qualified to provide strong and effective leadership to the Board, foster an important unity of leadership between the Board and management, and promote alignment of the Company’s long-term strategic plan with its operational and financial execution. In addition, the independent directors reaffirmed the Board’s commitment to empowered and active independent Board leadership by unanimously electing Ms. Schmeling as LID. Ms. Schmeling was elected after a detailed, thorough and formal evaluation and selection process, led by the NCG Committee, determined that her exceptional mix of strategic management skills and executive and outside board leadership experience (including outside board chair experience) was ideal for the Board leadership transition and the relationship of the Board and management going forward. For more information on the Board leadership transition, see the “Board Leadership” section, above. | | | | |

  34. GOVERNANCE OF THE COMPANY

    | * Nominee demographics do not include H. Lynn Horak and Diane Bridgewater, who are directors currently serving through, but retiring as of, the Annual Meeting in September, and are not standing for re-election. |

  35. GOVERNANCE OF THE COMPANY

    | Notice & Proxy Statement | 17 | |

  36. GOVERNANCE OF THE COMPANY

    | SHAREHOLDER RIGHTS | | | | | | Annual Elections | Majority Voting in Uncontested Elections | Proxy Access | Annual Say-On-Pay Advisory Vote | Single Voting Class of Securities | | All nominees stand for annual election | Nominees are subject to a majority voting standard | 3/3/20/20 proxy access structure | Last year’s say-on-pay received 97% approval | No dual class or other preferred voting | | Additional Information | | | | | | Mandatory Resignation Policy/Contested Elections: The Guidelines provide that any nominee in an uncontested election who does not receive more votes cast “for” than “against” election/re-election (a “Majority Vote”) is expected to tender his or her resignation as a director. In order to be nominated, candidates must agree to tender irrevocable resignations that will be effective upon (i) the failure to receive a Majority Vote at the next annual meeting at which they face re-election, and (ii) Board acceptance of such resignation. If an incumbent director fails to receive a Majority Vote, the NCG Committee will act on an expedited basis to determine whether to accept the resignation and will submit such recommendation for prompt consideration by the Board. Each of the NCG Committee and the Board may consider any factors they deem relevant. Thereafter, the Board will promptly disclose its decision-making process and decision regarding the resignation offer on a Form 8-K furnished to the SEC. In a contested election (i.e. the Company receives a notice that a shareholder has nominated a person for election to the Board in compliance with the requirements set forth in the Company’s Bylaws (the “Bylaws”), and such nomination has not been withdrawn on or prior to the day next preceding the date the Company first mails its notice for such meeting to the shareholders) directors will be elected by a plurality of the votes cast. Proxy Access: A shareholder or a group of up to 20 eligible shareholders owning 3% or more of the Company’s outstanding shares of Common Stock continuously for at least three years may nominate and include in the Company’s annual meeting proxy materials, for any annual meeting of shareholders at which directors are to be elected, director nominees constituting up to the greater of (i) 20% of the total number of directors of the Company, or (ii) two individuals; provided that the nominating shareholder(s) and nominee(s) satisfy the requirements described in the Bylaws. | | | | |

  37. GOVERNANCE OF THE COMPANY

    | ACCOUNTABILITY | | | | | Strong Anti-Hedging and Pledging Policy | Compensation Recovery Policy | Meaningful Stock Ownership Requirements | Robust Code of Conduct/Ethics | | Hedging and pledging of Company stock is prohibited | Shall seek reimbursement of incentive payments in the case of certain financial restatements | Director: 5x cash retainer CEO: 5x base salary Chief/SVP: 3x base salary VP: 2x base salary | All directors and officers bound by a robust Code of Business Conduct and Ethics | | Additional Information | | | | | Hedging/Pledging: Directors, officers, designated key employees and those designated as “insiders” (including their spouses or other family members residing in their households) may not engage in any hedging or monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Further, such persons may not engage in short-term or speculative transactions in the Company’s securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct, including short-term trading, short sales, and publicly-traded options. In addition, the Company prohibits all pledging of Company stock or holding it in a margin account. Compensation Recovery (“Clawback”) Policy: In addition to any other remedies available under law, the Company shall recoup, in all appropriate circumstances and in accordance with applicable law, any incentive payment made to an executive officer or former executive officer whenever (i) the payment was based upon achieving certain financial results that were subsequently the subject of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (other than changes to historical financial statements that do not represent error corrections including a restatement caused by a change in applicable accounting rules or interpretations), and (ii) a lower payment would have been made to the executive officer or former executive officer based on the restated financial results. The Company will, to the extent practicable, recoup from the executive officer the amount by which the incentive payments for the recoverable period exceeded the lower payment that would have been made based on the restated financial results. Stock Ownership: Within five years of joining the Board, directors must accumulate share holdings of at least five times the annual cash retainer for non-Board Chair directors (excluding committee retainers) (the retainer for the 2023 fiscal year was $90,000). Within five years of hire or promotion to their respective positions, the CEO and other officers must accumulate share holdings of a multiple of their base salary, as follows: CEO, 5x base salary; Chief/SVP, 3x base salary; and VP, 2x base salary. Restricted stock, unvested service-based restricted stock units (RSUs) and vested 401K Plan shares count towards the requirement, however performance-based restricted stock units (PSUs) and stock options do not count. As of the Record Date, all of the NEOs had met their respective ownership requirement. | | | |

  38. GOVERNANCE OF THE COMPANY

    | Notice & Proxy Statement | 18 | |

  39. GOVERNANCE OF THE COMPANY

    | BOARD PRACTICES | | | | | | Regular Board and Committee Self-Assessments | Director Over-Boarding Limits | Strong Corporate Governance Guidelines | Regular Executive Sessions | Meaningful Director Age/Tenure Limits | | Comprehensive self-assessments during the 2023 fiscal year | May not serve on more than two other public company boards | Key governance practices/framework for the Board and committees | The Board held five executive sessions during the 2023 fiscal year | Absent good reason, tenure limit of 15 years and age limit of 75 years | | Additional Information | | | | | | Over-Boarding: Under the Guidelines, directors may not serve on more than two other public company boards. In addition, service on the boards of not-for-profit organizations or other entities that may require a similar time commitment must be disclosed and be acceptable to the Board. In addition, outside board service is required to be disclosed to the Board Chair and NCG Committee Chair prior to acceptance in order to comply with these limits and avoid any conflicts of interest. Executive Sessions: The Guidelines require a minimum of two executive sessions, in which only the independent directors are present, to be held each year in conjunction with regularly scheduled Board meetings. It is the Board’s current practice to hold an executive session in conjunction with every regularly scheduled Board meeting. Age/Tenure Limits: Individual directors will generally not stand for re-election after completing 15 years of service on the Board or after reaching 75 years of age, subject to extension at the discretion of the Board. | | | | |

  40. GOVERNANCE OF THE COMPANY

    | SHAREHOLDER ENGAGEMENT | | | | Regular and Direct Shareholder Engagement | Regular Investor Conference Attendee and Participant | Director Attendance at the Annual Meeting | | During the 2023 fiscal year, the Company directly engaged with shareholders representing over 50% of our outstanding shares | Participation and presentations are made available to the public via live webcast | All directors are required to attend the annual shareholders’ meeting and be available to answer questions | | Additional Information | | | | Engagement The Company embraces shareholder engagement as an important tenet of good corporate governance, which promotes the long-term interests of our shareholders. As part of this commitment, the Company regularly and actively engages with shareholders and other investors and stakeholders to solicit input, better understand their viewpoints, answer questions and discuss our performance and strategic plan. In addition, during the 2023 fiscal year, the Company directly engaged with the ESG/sustainability groups at certain shareholders to discuss and solicit feedback on the Company’s ESG efforts, its ongoing carbon/GHG emissions calculations and its general ESG disclosure process and timeline. Director Attendance at Annual Meetings: The Company is committed to ensuring that shareholders be afforded the same rights and opportunities to participate at the virtual Annual Meeting as they would at an in-person meeting. As such, shareholders are able to submit questions to the Board during the Annual Meeting by following the question prompts on the meeting website and typing the question into the space provided therefor. | | |

  41. GOVERNANCE OF THE COMPANY

    | Notice & Proxy Statement | 19 | |

  42. GOVERNANCE OF THE COMPANY

    | ESG (ENVIRONMENTAL, SOCIAL, GOVERNANCE) | | | | Third Annual ESG Report Published in July 2023 | Board-Level Oversight of ESG | ESG Committee | | The Company published its third annual sustainability report in July 2023 which outlines our current environmental, social and governance initiatives, practices and objectives | Under its written charter, the NCG Committee has Board-level oversight responsibilities for the Company’s ESG efforts and reporting | Cross-functional ESG committee that meets on a quarterly basis to discuss and strategize the Company’s ESG efforts and disclosures | | Additional Information | | | | FY23 Highlights: The Company has taken several steps forward along our ESG journey this past year, highlighted by the following: ⯀ Published our third annual sustainability report on July 26, 2023 – available on the Company’s website (www.caseys.com) under the “Investor Relations” link – prepared in accordance with the standards published by the Sustainability Accounting Standards Board (SASB), which also identified the United Nations Sustainable Development Goals (SDGs) that we believe best align with our business activities and key priority areas. ⯀ Continued comprehensive data collection of our energy usage and associated greenhouse gas (GHG) emissions – Scope 1 and 2 emissions data are disclosed in this year’s report; material Scope 3 emissions data will be disclosed in next year’s report. ⯀ Management-led cross-functional “ESG Committee” continues to meet on a quarterly basis to discuss and strategize sustainability efforts and disclosures. ⯀ Neared completion of a robust electric vehicle (EV) charging strategy, already having 138 charging stations installed to-date. ⯀ Installed over 30 solar panels on our refrigerated trailers to provide an alternative source of energy, with plans to install an additional 60 over the next 18 months (also, solar panels are planned to be standard on all new refrigerated trailers moving forward). ⯀ Neared completion of a supplier code of conduct (i.e., Supplier Handbook) under the direction of a team of cross-functional leaders who manage various aspects of Casey’s supply chain. The Supplier Handbook will more formally centralize our current and planned responsible sourcing practices on topics such as business ethics and compliance, data security and customer privacy, supplier diversity, onboarding and ongoing audits, food safety and quality assurance, transportation logistics, recall/withdrawal requirements and protocols, and environmental standards. The 2023 sustainability report, as published, incorporates five areas fundamental to our business, as follows: | | |

  43. GOVERNANCE OF THE COMPANY

    | Responsible Business Practices | Our Team | Our Guest Experience | Our Communities | Our Environmental Commitment | | We are committed to sound corporate governance and ethical practices, building long-term value for our shareholders and trust with all stakeholders | We strive to provide an environment where our team members are treated with respect, dignity and integrity, supporting growth and development in their individual roles and as a team | We are passionate about providing an excellent guest experience | Casey’s strives to make life better for communities and guests every day | We are committed to advance environmental practices that reduce the impact of our operations |

  44. GOVERNANCE OF THE COMPANY

    | Notice & Proxy Statement | 20 | |

  45. BY DIRECTORS AND EXECUTIVE OFFICERS

    BY DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth, as of June 30, 2023 (other than with respect to the 401K Plan shares, which are as of April 30, 2023, as discussed in Footnote 2 below), the beneficial ownership of shares of Common Stock, the only class of capital stock outstanding, by the current directors (including the Board’s nominees for election to the Board of Directors), the executive officers named in the Summary Compensation Table, and all current directors, director-nominees, and executive officers as a group (based on 37,390,022 shares of Common Stock outstanding as of such date). Except as otherwise indicated, the shareholders listed in the table have sole voting and investment powers with respect to the shares indicated.

  46. BY DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Direct Ownership | Shares Subject to Vested Options and RSUs that Vest Within 60 Days(1) | 401K Plan Shares(2) | Total Amount and Nature of Beneficial Ownership(3) | Percent of Class | | H. Lynn Horak(4) | 15,724 | — | — | 15,724 | * | | Diane C. Bridgewater | 11,417 | — | — | 11,417 | * | | Sri Donthi | 111 | — | — | 111 | * | | Donald E. Frieson | 3,470 | — | — | 3,470 | * | | Cara K. Heiden(5) | 7,959 | — | — | 7,959 | * | | David K. Lenhardt | 3,470 | — | — | 3,470 | * | | Larree M. Renda | 10,597 | — | — | 10,597 | * | | Judy A. Schmeling | 3,404 | — | — | 3,404 | * | | Michael Spanos | 454 | — | — | 454 | * | | Gregory A. Trojan | 675 | — | — | 675 | * | | Allison M. Wing | 2,916 | — | — | 2,916 | * | | Darren M. Rebelez | 62,768 | — | 367 | 63,135 | * | | Stephen P. Bramlage, Jr. | 19,006 | — | 240 | 19,246 | * | | Ena Williams | 13,004 | — | 251 | 13,255 | * | | Thomas P. Brennan | 8,805 | — | 231 | 9,036 | * | | Chad M. Frazell | 7,993 | — | 228 | 8,221 | * | | All executive officers, directors and director-nominees as a group (17 persons) | 172,650 | — | 1,351 | 173,956 | * |

  47. BY DIRECTORS AND EXECUTIVE OFFICERS

    | * Less than 1% |

  48. BY DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Each non-employee director holds 612 RSUs that will cliff-vest on September 6, 2023, which is 67 days after June 30, 2023, subject to continued service as a director through the vesting date. |

  49. BY DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Consisting of shares allocated to the 401K Plan account of the respective individual as of April 30, 2023, over which the individual exercises voting power. Under the trust agreement creating the 401K Plan, the shares of Common Stock held by the Trustee are voted by the Trustee in accordance with the participants’ directions or, if no directions are received, in the same manner and proportion as the Trustee votes shares for which the Trustee does receive timely instructions. |

  50. BY DIRECTORS AND EXECUTIVE OFFICERS

    | (3) Except as otherwise indicated, the amounts shown are the aggregate numbers of shares attributable to the individual’s direct ownership of shares and 401K Plan shares. |

  51. BY DIRECTORS AND EXECUTIVE OFFICERS

    | (4) Includes 200 shares held by Mr. Horak in a separately managed Individual Retirement Account. |

  52. BY DIRECTORS AND EXECUTIVE OFFICERS

    | (5) Includes 4,000 shares owned jointly by Ms. Heiden and her spouse, under shared voting and dispositive power. |

  53. BY DIRECTORS AND EXECUTIVE OFFICERS

    | Notice & Proxy Statement | 27 | |

  54. 2023 Fiscal Year Compensation Highlights and Alignment of Pay with Performance

    | Annual Incentive Compensation Program (“AIP”) | Long-Term Incentive Compensation Program (“LTIP”) | | AIP Summary: At-risk performance-based pay, ranging from 0% to 200% of target, that delivers annual cash incentives when key financial/operating goals are met or exceeded. FY23 Changes: No material changes for the FY23 AIP. FY23 Metrics: ⯀ 50% - EBITDA ⯀ 25% - same store sales growth (inside sales) ⯀ 25% - gross profit dollars (fuel) FY23 Payout: Due to the Company’s strong performance across all AIP metrics during the 2023 fiscal year, including delivering record EBITDA, record fuel gross profit and a same-store inside sales increase of 6.5%, the NEOs achieved an annual incentive payout equal to 178% of their respective AIP target (for reference, the FY22 AIP payout was 188% of target). | LTIP Summary: At-risk equity-based awards (RSUs and PSUs), the latter of which deliver long-term incentives when key financial/operating goals are met or exceeded over a three-year performance period; range from 0% to 200% of target, with a 25% rTSR modifier based on top/bottom quartile of S&P 500. FY23 Changes: No material changes for the FY23 LTIP. FY23 Metrics (FY23-FY25 performance period): The LTIP value is delivered 75% as PSUs and 25% as RSUs. The metrics for the PSUs are split 50% on 3-year cumulative EBITDA and 50% on 3-year average ROIC performance. FY21-FY23 Payout: Due to the continued long-term success of the Company, the LTIP PSU awards granted during the 2021 fiscal year (i.e., June 2020) vested at 200% of target (i.e., max) for the EBITDA PSUs and 200% of target (i.e., max) for the relative ROIC PSUs, resulting in the value of earned PSUs being above target value but appropriately aligned with Company results (for reference, the FY20-FY22 payout was a blended rate of 150% of target). |

  55. EXECUTIVE COMPENSATION PROCESS

    | Independent Compensation Consultant | CEO/Management | | For fiscal 2023, the Committee again engaged Pay Governance, LLC as its independent compensation consultant, who attended all Committee meetings and advised it on, among other things, the following: ⯀ Incentive compensation practices, including the Company’s incentive plan structure and performance metrics ⯀ CEO competitive pay analysis and analysis of the alignment of the Company’s realizable pay with its performance ⯀ Review of director compensation ⯀ Proxy advisor updates and pay-performance test estimates ⯀ Executive pay risk assessment ⯀ ESG metrics in incentive designs ⯀ Review of Compensation Peer Group ⯀ Review of the proxy statement CD&A ⯀ Fair value calculations of the relative-TSR modifier The Committee assessed the independence of Pay Governance, LLC and did not identify any conflict of interest that would prevent it from independently advising the Committee. | The CEO evaluates the performance of the executive officers (other than himself) and makes specific recommendations to the Committee with respect to the following: ⯀ Base salary increases ⯀ Changes to incentive plan structures, target percentages and goals under the incentive plans ⯀ Pay packages, including salary and incentives, for executive officer candidates and new hires The CEO is assisted in these matters by the CHRO and his team, who also receive input and analysis from management’s separate compensation consultant, which for the 2023 fiscal year was Pearl Meyer & Partners, LLC (who provides market data, benchmarking and other compensation information and analyses). The CFO and his team are also integrally involved with setting the Company’s Operating Plan, which informs the incentive plan performance goals. The CEO is not involved with recommendations as to his own compensation, which is determined by the Committee and the Board. |

  56. Use of Peer Groups

    Use of Peer Groups Compensation: The following 18-company peer group was used to inform certain 2023 fiscal year compensation decisions, including those related to base salaries, annual and long-term incentive structure and metrics and other market-based comparisons (the “Compensation Peer Group”):

  57. Use of Peer Groups

    | Compensation Peer Group | | | | Advance Auto Parts, Inc. AutoZone, Inc. BJ’s Wholesale Club Holdings, Inc. Brinker International, Inc. Core-Mark Holding Company, Inc. Cracker Barrel Old Country Store, Inc. | Darden Restaurants, Inc. Dollar Tree, Inc. Domino’s Pizza Murphy USA, Inc. O’Reilly Automotive, Inc. Papa John’s International, Inc. | Performance Food Group Company Restaurant Brands International, Inc. Sprouts Farmers Market, Inc. Sunoco LP Tractor Supply Company Yum! Brands, Inc. |

  58. Use of Peer Groups

    | Notice & Proxy Statement | 31 | |

  59. Use of Peer Groups

    Factors used in establishing the Compensation Peer Group, which was done during the 2022 fiscal year, and reviewed by the Committee again during the 2023 fiscal year, each with recommendations from Pay Governance, included evaluating companies that operate in a similar business (retail, convenience, multi-outlet) or provide similar products (fuel, prepared foods, alcohol, groceries and other merchandise) and those that reflect the Company’s size and scale, including with respect to revenue (the revenue of the median company at the time of the review was $11.2 billion), market cap, assets, invested capital, employees, and the Company’s performance including EBITDA and EBITDA margins, market cap to revenue, and market cap to EBITDA. In September 2022, as part of the Committee’s regular review of its peer groups, which included recommendations from Pay Governance, the Committee made the following changes: removed four companies including Performance Food Group Company, Core-Mark Holding Company, Inc., Brinker International, Inc. and Cracker Barrel Old Country Store, Inc., and added five companies in their place, including US Foods Holding Corp., United Natural Foods, Inc., Genuine Parts Co., SpartanNash Co. and Arko Corp. The factors used to establish the updated peer group were generally the same as noted above, however, the revenue of the median company at the time of the review was $12.9 billion. TSR Performance: Starting with the 2021 LTIP, the Committee has included relative TSR as a PSU payout modifier (i.e. if the Company ranks in the bottom quartile of the performance-related peer group, the number of PSUs actually awarded will be reduced by 25%; if the Company ranks in the top quartile, the number of PSUs actually awarded will be increased by 25%). In conjunction therewith, the Committee utilizes a performance-related peer group for the TSR modifier that consists of the companies in the S&P 500 (excluding the Company) at the end of each three-year performance period (the “TSR Modifier Peer Group”).

  60. Competitive Compensation Analysis

    Competitive Compensation Analysis In order to attract and retain talented executives, the Committee believes it is important to provide market competitive compensation, and as a result, annually reviews the competitiveness of the executive compensation program. As part of the review, the Committee, with the assistance of Pay Governance, considers a variety of information including the Compensation Peer Group and related survey data, industry benchmark data and recommendations from management (which is informed on such recommendations by data from its separate compensation consultant, Pearl Meyer). From the review, the Committee generally seeks to set target total direct compensation (as well as its individual components) that approximates, or is within a reasonable range of, the market median at the time compensation is set. While the Committee relies on such review and data to inform its determinations with respect to each element of compensation, it does not consider such data sufficient for a full evaluation of appropriate compensation for any individual executive. Accordingly, the Committee has not set a formal “benchmark” to such data for any executive officer, other than as a general goal set forth above, and considers several other factors when setting compensation, including the executive’s individual performance and responsibilities, skill sets and experience, length of service, location and retention.

  61. COMPENSATION PROGRAM ELEMENTS

    | Executive Compensation Elements | | | | | Base Salary | Annual Incentive Compensation Program | Long-Term Incentive Compensation Program | Benefits and Perquisites |

  62. Overall Pay Mix for NEOs

    | Sal. | AIP | LTIP | | 13% | 19% | 68% |

  63. Overall Pay Mix for NEOs

    | Sal. | AIP | LTIP | | 26% | 20% | 54% |

  64. Annual Incentive Compensation Program

    Annual Incentive Compensation Program The NEOs participate in the AIP, which is at-risk performance-based pay that delivers annual cash incentives when key financial/operating goals are met or exceeded. As part of its annual review of the AIP, and the strong performance delivered against that program, the Committee did not make any changes to the structure, or the metrics included in, the AIP for the 2023 fiscal year:

  65. Annual Incentive Compensation Program

    | 2023 AIP Metrics | Weight | | EBITDA | 50% | | Gross Profit (Fuel) ($) | 25% | | Same-Store Sales Growth (Inside Sales) (%) | 25% |

  66. Annual Incentive Compensation Program

    | Notice & Proxy Statement | 33 | |

  67. Annual Incentive Compensation Program

    The payout at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, consists of an overall payout range from 0% to 200% of target depending on performance. Below the threshold level, there is no payout. Achievement of threshold levels results in payouts of 25% of target, and achievement of maximum levels results in payouts of 200% of target:

  68. Annual Incentive Compensation Program

    | | Target AIP Payout as a % of Base Salary. | Payout Range as a % of Target | | | | | | Thresh | Target | Max | | Darren M. Rebelez, CEO | 150% | 25% | 100% | 200% | | Stephen P. Bramlage, Jr., CFO | 75% | 25% | 100% | 200% | | Ena Williams, COO | 100% | 25% | 100% | 200% | | Thomas P. Brennan, CMO | 75% | 25% | 100% | 200% | | Chad M. Frazell, CHRO | 65% | 25% | 100% | 200% |

  69. Annual Incentive Compensation Program

    The target payout percentage for Mr. Rebelez was 111% of the market median, and the average target payout percentage of the other NEOs approximated market median, each generally consistent with the Committee’s compensation philosophy. As highlighted in the Executive Summary above, and discussed below, based on the Company’s remarkably strong performance throughout the 2023 fiscal year across all AIP metrics, the NEOs achieved an AIP payout equal to 178% of their respective target.

  70. Annual Incentive Metrics

    Annual Incentive Metrics The following is a detailed description of the AIP metrics for the 2023 fiscal year:

  71. Annual Incentive Metrics

    | 2023 AIP Metrics | | | | Metrics | Weight | Description | | EBITDA | 50% | EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it: ⯀ Measures overall financial performance and value created by the Company ⯀ Provides a focus on core operating results and represents a key basis for stock valuation ⯀ Is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities ⯀ Aligns with the Company’s long-term strategic plan (i.e., its commitments to investors) ⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance ⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry | | Gross Profit (Fuel) ($) | 25% | Gross Profit: Gross profit is equal to total revenue with respect to fuel sales less total cost with respect to such sales (exclusive of depreciation and amortization). Fuel: As the Company’s largest revenue product, fuel sales are a critical component of our revenue and earnings. Over the past three fiscal years, on average, our fuel revenues accounted for approximately 63% of total revenue and our fuel gross profit accounted for approximately 34% of total gross profit. | | Same-Store Sales Growth (Inside) (%) | 25% | Same-Store Sales: Same-store sales includes aggregated individual store results for all stores open throughout a particular period. When comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared. Growth: In the case of inside, the same-store sales growth metric is equal to the percentage increase in same-store sales from the prior fiscal year (i.e., the 2022 fiscal year), which is calculated based on each year’s revenue (i.e., dollars). Inside: Inside includes a combination of the Company’s “prepared food and dispensed beverage” and “grocery and general merchandise” categories, which historically have consisted of the Company’s highest margin products. Over the past three fiscal years, on average, these categories have accounted for approximately 35% of the Company’s total revenue, but have resulted in approximately 63% of total gross profit. |

  72. Annual Incentive Metrics

    | Notice & Proxy Statement | 34 | |

  73. Annual Incentive Goal Setting

    Annual Incentive Goal Setting Each fiscal year, our CEO, CFO and other members of the management team prepare comprehensive strategic business goals and objectives in the form of an annual operating/financial plan (the “Operating Plan”), which is designed to ensure that short-term objectives are met or exceeded in a manner consistent with long-term shareholder value creation and our long-term strategic plan. The Committee, and ultimately the Board, reviews and approves the Operating Plan, typically in June of each year, and its pro forma results become the target performance levels for each AIP metric. The Committee then sets threshold and maximum performance goals, with the intent of providing reasonable upside opportunity and downside risk. The chart below summarizes the 2023 AIP performance goals that were established, which consisted of meaningful increases at target over the prior year’s goals (i.e., EBITDA, a 26.6% increased target goal; gross profit – fuel, a 31.2% increased target goal) and the prior year’s actual performance (i.e., EBITDA, 6.7% over prior year performance; gross profit – fuel, 3.1% over prior year performance), which the Committee believed were fair, yet challenging (with EBITDA and gross profit – fuel targets again representing record Company performance), to the NEOs and fair to the Company’s shareholders:

  74. Annual Incentive Goal Setting

    | 2023 AIP Metrics | Threshold | Target | Maximum | | EBITDA | $720 million | $855 million | $941 million | | Gross Profit (Fuel) ($) | $766 million | $958 million | $1,150 million | | Same-Store Sales Growth (Inside) (%) | 2% | 5% | 8% |

  75. Annual Incentive Goal Setting

    The Board, in approving the Operating Plan, and the Committee, in setting these goals, considered a number of factors, including the Company’s record financial results from the prior fiscal year, the lingering uncertainty and volatility created in the fuel markets by the conflict in Ukraine and other geopolitical uncertainty, acceleration of already record inflation, rising interest rates and their effect on the overall economy and consumer spending as a whole, and the other detailed information as presented in the Operating Plan, which included forecasts and best-estimates at the time related to the general economic outlook, consumer trends, guest mobility, macroeconomic factors and other related information.

  76. Annual Incentive Payout Levels

    Annual Incentive Payout Levels As noted above, the potential payout under the AIP is represented as a percentage of base salary. The potential payout at target for the 2023 AIP for each NEO was as follows:

  77. Annual Incentive Payout Levels

    | | Target AIP Payout as a % of Base Salary | Target AIP Payout | | Darren M. Rebelez, CEO | 150% | $1,725,000 | | Stephen P. Bramlage, Jr., CFO | 75% | $540,000 | | Ena Williams, COO | 100% | $720,000 | | Thomas P. Brennan, CMO | 75% | $412,500 | | Chad M. Frazell, CHRO | 65% | $338,000 |

  78. Annual Incentive Payout Levels

    The target is then applied against each of the following individual percentages, which correspond to the achievement of the 2023 AIP performance goals, set forth above. The following table reflects the weighting of each performance metric:

  79. Annual Incentive Payout Levels

    | Payout Formula (as a % of target payout) | | | | | 2023 AIP Metrics | Threshold | Target | Maximum | | EBITDA | 12.5% | 50% | 100% | | Gross Profit (Fuel) ($) | 7.5% | 25% | 50% | | Same-Store Sales Growth (Inside Sales) (%) | 7.5% | 25% | 50% | | | 25% | 100% | 200% |

  80. Annual Incentive Payout Levels

    | Notice & Proxy Statement | 35 | |

  81. 2023 Fiscal Year AIP Results

    2023 Fiscal Year AIP Results As highlighted above, the Company achieved record financial performance for the third consecutive year during its 2023 fiscal year, including record EBITDA (up 18.9% for the year), record fuel gross profit (up 15.7% for the year) and a same-store inside sales increase of 6.5%, each notable achievements considering the Company’s record performance the prior two years and the other significant factors mentioned above that were considered when setting the 2023 AIP performance goals. The chart below summarizes the 2023 AIP performance goals compared to the actual results in each respective category and the corresponding payout as a percentage of the target base salary:

  82. 2023 Fiscal Year AIP Results

    | AIP Performance Goals v. 2023 Fiscal Year Actual Results | | | | | | | 2023 AIP Metrics | Threshold | Target | Maximum | FY23 Actual Results | FY23 Weighted Payout | | EBITDA | $720 million | $855 million | $941 million | $952 million | 100% | | Gross Profit (Fuel) ($) | $766 million | $958 million | $1,150 million | $1,075 million | 40% | | Same-Store Sales Growth (Inside) (%) | 2% | 5% | 8% | 6.5% | 38% | | | | | | | 178% |

  83. 2023 Fiscal Year AIP Results

    As such, the aggregate payout under the 2023 AIP for each NEO is equal to 178% of their respective target payout, resulting in the following payments:

  84. 2023 Fiscal Year AIP Results

    | | 2023 AIP Target Payout | Payout % | 2023 AIP Actual Payout | | Darren M. Rebelez, CEO | $1,725,000 | 178% | $3,070,500 | | Stephen P. Bramlage, Jr., CFO | $540,000 | 178% | $961,200 | | Ena Williams, COO | $720,000 | 178% | $1,281,600 | | Thomas P. Brennan, CMO | $412,500 | 178% | $734,250 | | Chad M. Frazell, CHRO | $338,000 | 178% | $601,640 |

  85. Five-Year AIP Payout History (as a percentage of target)

    Five-Year AIP Payout History (as a percentage of target) The AIP, over the past five fiscal years, has resulted in the following payments to the respective NEOs as a percentage of their target for that particular fiscal year, resulting in a five-year average payout of 161% of target: 2019 (128.7%), 2020 (113%), 2021 (200%), 2022 (188%) and 2023 (178%). As noted, payouts as a percentage of target have declined slightly for each of the past two fiscal years despite record financial performance in each of these years.

  86. Long-Term Incentive Compensation Program

    Long-Term Incentive Compensation Program A significant portion of NEO compensation is delivered through equity awards, in the form of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), granted annually under the Company’s long-term incentive compensation program (the “LTIP”). The Committee did not make any changes to the structure or the metrics included in the LTIP for the 2023 fiscal year, and believes this consistency is an important factor in motivating the NEOs to deliver long-term financial performance under the LTIP’s key financial and operational metrics.

  87. Long-Term Incentive Structure

    Long-Term Incentive Structure For the 2023 fiscal year, 75% of the LTIP was granted in the form of PSUs, with half subject to performance goals based on EBITDA and half subject to performance goals based on return on invested capital (“ROIC”), and 25% of the LTIP was granted in the form of time-based RSUs. The PSUs result in zero payout if the Company does not achieve its threshold EBITDA and ROIC performance goals over the three-year performance period (i.e., 2023-2025 fiscal years) (the “Performance Period”) and 200% payout if the Company achieves applicable performance goals at maximum levels. Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500). If

  88. Long-Term Incentive Structure

    | Notice & Proxy Statement | 36 | |

  89. Long-Term Incentive Structure

    the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs) (the “TSR Modifier”).

  90. Long-Term Incentive Structure

    | 2023 LTIP Metrics | Award Type | % of LTIP | Payout Range | | | | Vesting | | | | | Thresh. | Target | Max | TSR Modifier | | | EBITDA | PSUs | 37.5% | 50% | 100% | 200% | +/- 25% | Vests in full on June 15, 2025, generally subject to continued employment and the Company’s achievement of applicable performance goals over the three-year Performance Period | | ROIC | PSUs | 37.5% | 50% | 100% | 200% | | | | Time-Based | RSUs | 25% | Time-based only and not subject to adjustment based on performance | | | | Vests in three equal installments on June 15, 2023-2025, generally subject to continued employment |

  91. Long-Term Incentive Structure

    The combination of PSUs and RSUs serves the Company’s long-term objectives because PSUs reward NEOs for meeting key financial goals that are important to the long-term performance of the Company, and RSUs support talent attraction and retention and balances the inherent challenges associated with PSUs, as non-controllable and highly variable external factors may affect the achievement of the Company’s performance metrics. The target, threshold and maximum performance levels are set to present our NEOs with reasonable upside and downside reward opportunities which align with typical market practices. The value of the LTIP awards at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, is set forth in the table below:

  92. Long-Term Incentive Structure

    | | Target LTIP as a % of Base Salary | Target LTIP Value on Award Date | | Darren M. Rebelez, CEO | $6,125,000* | $6,125,000 | | Stephen P. Bramlage, Jr., CFO | 225% | $1,620,000 | | Ena Williams, COO | 250% | $1,800,000 | | Thomas P. Brennan, CMO | 200% | $1,100,000 | | Chad M. Frazell, CHRO | 150% | $780,000 |

  93. Long-Term Incentive Structure

    *Mr. Rebelez’s 2023 fiscal year LTIP target was set as a dollar amount, as opposed to a percentage of salary. The increase to the target LTIP award for Mr. Rebelez from the 2022 fiscal year reflected the Committee’s desire to move the elements of his compensation to a higher mix of long-term, at-risk performance-based compensation and to be more in-line with its general compensation philosophy of setting target total direct compensation at, or within a reasonable range of, the market median. As a result, Mr. Rebelez’s target LTIP award value for the 2023 fiscal year was approximately 110% of the market median, with his target total direct compensation at 109% of the market median. The other NEOs target LTIP percentages remained the same as the prior year.

  94. Long-Term Incentive Structure

    | Notice & Proxy Statement | 37 | |

  95. Long-Term Incentive Performance Metrics

    Long-Term Incentive Performance Metrics

  96. Long-Term Incentive Performance Metrics

    | 2023 LTIP Performance Metrics | | | | Metrics | Weight | Description | | EBITDA | 37.5% | EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it: ⯀ Measures overall financial performance and value created by the Company ⯀ Provides a focus on core operating results and represents a key basis for stock valuation ⯀ Is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities ⯀ Aligns with the Company’s strategic plan (i.e. its commitments to investors) ⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance ⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry | | ROIC | 37.5% | ROIC: ROIC for each fiscal year is calculated as operating income after depreciation and tax, divided by average invested capital for that fiscal year. All of the following ROIC inputs come directly from the audited financial statements: “operating income” equals total revenue less cost of good sold (exclusive of depreciation and amortization) less operating expenses; “depreciation” equals depreciation and amortization; “tax” equals operating income less depreciation multiplied by the effective tax rate where “effective tax rate” equals federal and state income taxes divided by income before income taxes; “average invested capital” equals the summation of notes, lines of credit, current maturities of long-term debt and finance lease obligations, long-term debt and finance lease obligations, net of current maturities, and total shareholders’ equity for the current fiscal year and the previous fiscal year divided by two. In addition to being a common incentive metric among the Compensation Peer Group, because the Company seeks to enlarge its operating footprint, the Committee believes that ROIC is a particularly useful measure of management’s effectiveness in creating value for our shareholders by measuring the Company’s returns on capital expenditures. | | TSR | PSU Modifier | TSR: TSR means the change in the value, expressed as a percentage of a given dollar amount invested in an applicable peer company’s most widely publicly traded stock over the three-year performance period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The Company’s TSR is then compared to the TSR of the TSR Peer Group. The Committee believes that relative TSR is an effective measure of the long-term success of the Company while normalizing external, macroeconomic factors that fall outside of the Company’s control, and aligns performance with the shareholder experience, and as such, includes the metric in the role of a PSU modifier as opposed to a primary performance metric. |

  97. Long-Term Incentive Goal Setting

    Long-Term Incentive Goal Setting As with the AIP, the performance goals under the LTIP are derived from the Operating Plan (see above under the section entitled “Compensation Program Elements–Annual Incentive Goal Setting”), in combination with the objectives of the Company’s long-term strategic plan at that time, and are approved by the Committee. As noted above, this review and approval occurred during June of the 2023 fiscal year.

  98. Long-Term Incentive Goal Setting

    | Notice & Proxy Statement | 38 | |

  99. 2023 Fiscal Year LTIP Awards

    2023 Fiscal Year LTIP Awards The target value of the LTIP award for each NEO is represented as a percentage of base salary (or for Mr. Rebelez, a dollar amount), resulting in the following number of units awarded, at target:

  100. 2023 Fiscal Year LTIP Awards

    | | RSUs Subject to Time-Based Goals(1)(2)(6) (# of units) | PSUs Subject to EBITDA Goals (at target)(1)(3)(5)(6) (# of units) | PSUs Subject to ROIC Goals (at target)(1)(4)(5)(6) (# of units) | | Darren M. Rebelez, CEO | 7,510 | 11,265 | 11,265 | | Stephen P. Bramlage, Jr., CFO | 1,989 | 2,983 | 2,983 | | Ena Williams, COO | 2,209 | 3,314 | 3,314 | | Thomas P. Brennan, CMO | 1,350 | 2,025 | 2,025 | | Chad M. Frazell, CHRO | 958 | 1,436 | 1,436 | | Additional Information | | | | | (1) The number of RSUs and the target number of PSUs were determined by dividing the value of the award approved by the Committee by the 20-day average closing price of a share of Common Stock on the applicable award date (i.e., $203.90 on June 2, 2022 for Mr. Rebelez, $203.72 on June 1, 2022 for the other NEOs). (2) RSUs Subject to Time-Based Goals: These units represent 25% of the overall value of each NEO’s target LTIP award. The units vest in three equal installments on June 15, 2023-2025, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are not subject to the achievement of performance goals. (3) PSUs Subject to EBITDA Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2025, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s cumulative EBITDA achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) EBITDA goals over the Performance Period. (4) PSUs Subject to ROIC Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2025, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s three-year average ROIC achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) ROIC goals over the Performance Period. (5) TSR Modifier: Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500), where by the members of the members of the TSR Peer Group at the end of the Performance Period (other than the Company) will be ranked highest to lowest according to each member’s TSR over the Performance Period, with the Company’s percentile rank to be determined based on linear interpolation by reference to the two members whose TSRs are immediately above and below the Company’s TSR. If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs). (6) Dividend Equivalents: The LTIP awards will accrue dividend equivalents which will be paid in cash if, and only to the extent that, the applicable vesting requirements and performance goals have been met (i.e., no payment will be made for RSUs and PSUs that do not vest). | | | |

  101. Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21)

    Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21) On April 30, 2023, the Company completed the three-year performance period for the performance-based awards granted for the 2021 fiscal year (granted in June 2020, which included the 2021 fiscal year LTIP and Mr. Bramlage’s special one-time equity award) (which LTIP awards consisted of PSUs subject to EBITDA metrics and PSUs subject to ROIC metrics, representing 37.5% and 37.5% (or for Mr. Bramlage’s one-time award, 50% and 50%), respectively, of the total value of all such awards [with the other 25% of the LTIP, and 50% of the one-time award, as time-based awards]).

  102. Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21)

    | Notice & Proxy Statement | 39 | |

  103. Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21)

    In June 2023, the Committee evaluated performance against the goals and certified the performance and corresponding payout levels to the NEOs as follows, which awards vested on June 15, 2023:

  104. Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21)

    | 2021 PSU Payout | | | | | | | 2021 PSU Metrics | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Results | % of Target Earned | | EBITDA (3-Year Cumulative) | $1,889M | $2,142M | $2,225M | $2,437M | 200% | | ROIC (3-Year Average) (%) | 6.0% | 9.0% | 10.0% | 11.1% | 200% |

  105. Payout of 2021-2023 Fiscal Year PSU Awards (Granted in FY21)

    The Company’s Relative TSR for the applicable performance period was at the 47.5th percentile of the TSR Peer Group (actual TSR for the period was 55.6%), and as such, was not in the bottom or top quartile of the group, resulting in no modification to the number of PSUs that vested under any of the applicable awards.

  106. Other Provisions for Equity Awards

    Other Provisions for Equity Awards Retirement: The equity award agreements contain retirement provisions which provide for a “rule of 65” (55 years of age + 10 full years of service) and “rule of 75” (age + full years of service), whereby if either rule is satisfied, a participant who separates by reason of normal retirement will retain all of his or her unvested RSUs and PSUs, which will vest as originally scheduled, subject to the achievement of applicable performance goals in the case of PSUs. As of April 30, 2023, none of the NEOs had satisfied the retirement conditions. The Committee presently intends to continue this practice and believes it rewards long-term, successful service to the Company while encouraging natural turnover at appropriate times. “Double-Trigger” Change of Control: As set forth in the 2018 Stock Incentive Plan (the “2018 Plan”) and applicable equity award agreements, vesting of equity awards will not accelerate upon a change of control unless (i) the awards are not assumed by the acquirer or (ii) a participant is terminated without cause or resigns for good reason (each, as defined in the 2018 Plan) within 24 months following the change of control. As such, and as noted in the proxy statement in several places, the Company does not have any “single-trigger” change of control provisions in any of its outstanding equity award agreements.

  107. Benefits and Perquisites

    | Benefits and Perquisites | | Benefits: Our NEOs are eligible to participate in health, life insurance and retirement benefits that are the same as those offered to the Company’s other team members. | | Perquisites: Our limited perquisites include (i) financial planning and tax services, (ii) an “executive physical,” (iii) identity theft monitoring/protection; and (iv) supplemental disability insurance. In addition, our NEOs are provided with a $1,500 per month auto allowance (or personal use of a standard Company vehicle). Only business-related travel is permitted on Company aircraft. Under Mr. Rebelez’s employment agreement, we agreed to maintain an additional 10-year level premium term life insurance policy with a death benefit of $1,000,000 that insures his life and is payable upon his death to a beneficiary designated by him. The Company does not provide our NEOs with any “gross-ups” to reimburse them for any tax obligations in connection with their personal use of Company-owned vehicles or their receipt of other benefits or perquisites. | | Officer Severance Plan: Mr. Brennan and Mr. Frazell are eligible executives under the Casey’s General Stores, Inc. Officer Severance Plan (the “Officer Severance Plan”). The Officer Severance Plan provides that if their employment is terminated by the Company without cause or by them for good reason (each as defined in the Officer Severance Plan), other than within 24 months following a change of control, they would be entitled to cash severance payments equal to 18 months’ base salary and 18 months of COBRA premiums, payable in equal installments over 18 months, subject to the execution of and compliance with a separation agreement and general release in favor of the Company, including confidentiality, non-competition and non-solicitation covenants. In the event of a termination that entitles Mr. Brennan or Mr. Frazell to severance under any change of control or similar agreement, they would instead become eligible for the benefits set forth in such change of control agreement (i.e., no duplicative payments between severance and change of control benefits). | | Mr. Rebelez, Mr. Bramlage and Ms. Williams are provided severance benefits under their employment agreements that mirror the Officer Severance Plan, described immediately above, except that Mr. Rebelez’s severance payments would be equal to 24 months’ base salary, paid in a lump-sum, and 24 months of COBRA premiums, payable in equal installments over 24 months. |

  108. OTHER COMPENSATION PROGRAMS AND POLICIES

    | Additional Programs | | Employment Agreements: During the 2023 fiscal year, we were party to employment agreements with Mr. Rebelez, Mr. Bramlage and Ms. Williams; none exist with any other officers. For a further description of the agreements, including amendments made to Mr. Rebelez’s agreement during the 2023 fiscal year, see below in the section entitled “Executive Compensation–Employment Agreements.” | | Change of Control Agreements: We maintain “double-trigger” change of control agreements with our NEOs and 25 other officers. The purpose of the agreements is to encourage these individuals to continue to carry out their duties in the event of a possible change of control of the Company. For a further description of the agreements for the NEOs, see below in the section entitled “Executive Compensation–Change of Control Severance Agreements.” | | 401K Plan: All NEOs are eligible to participate in the 401K Plan on the same terms and conditions as other eligible, full-time employees, under which the Company makes matching contributions up to a certain percentage of the participant’s salary. | | Deferred Compensation Plan: The Company maintains the Executive Nonqualified Excess Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that allows the participants, including our NEOs, to defer a portion of their income without the limits imposed by the Internal Revenue Code on 401K deferrals. The Company does not make matching or other contributions to the Deferred Compensation Plan. For a further description of the plan, see below in the section entitled “Executive Compensation–Nonqualified Deferred Compensation.” |

  109. RECENT EXECUTIVE COMPENSATION DECISIONS FOR THE 2024 FISCAL YEAR

    RECENT EXECUTIVE COMPENSATION DECISIONS FOR THE 2024 FISCAL YEAR Since the end of the 2023 fiscal year, the following decisions have been made by the Committee and the Board, as applicable, with respect to compensation matters for the 2024 fiscal year for the Company’s NEOs: Base Salaries: Modest base salary increases for the following NEOs for the 2024 fiscal year are as follows: Mr. Rebelez, $50,000 increase to $1,200,000; Mr. Bramlage, $30,000 increase to $750,000; Ms. Williams, $30,000 increase to $750,000; Mr. Brennan, $20,000 increase to $570,000; and Mr. Frazell, $25,000 increase to $545,000. AIP: The AIP structure, metrics and goals for the 2024 fiscal year was approved which will be based 60% on EBITDA, with the remaining 40% based on same-store sales growth in the inside category (to further simplify the program and remove some of the uncontrollable volatility created by the inclusion of a fuel metric, the fuel gross profit dollars metric was removed for the 2024 fiscal year). The payout at target is based on a percentage of 2024 fiscal year base salary: Mr. Rebelez, 150%; Mr. Bramlage, 100%; Ms. Williams, 100%; Mr. Brennan, 75%; and Mr. Frazell, 75%, each with an overall payout range from 0% to 200% of target depending on performance. All bonuses earned under the plan will be paid in cash. LTIP: The LTIP structure, metrics and goals for the 2024 fiscal year was approved which, consistent with the 2023 fiscal year, will be based on a percentage of 2024 fiscal year base salary, or for Mr. Rebelez, a target dollar amount instead of a percentage: Mr. Rebelez, $6,700,000; Mr. Bramlage, 250%; Ms. Williams, 250%; Mr. Brennan, 200%; and Mr. Frazell, 175%, and will again consist of time-based RSUs comprising 25% of the award amount, PSUs subject to EBITDA performance goals comprising 37.5% of the award amount and PSUs subject to ROIC performance goals comprising 37.5% of the award amount. The PSUs granted represent a target amount, with the number of shares awarded based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) performance goals over a three-year performance period (fiscal years 2024-2026). In addition, the awards will accrue dividend equivalents and the PSUs will be subject to the TSR Modifier. The RSUs will vest in equal installments on June 15, 2024-2026 and the PSUs will vest in full on June 15, 2026, subject to satisfaction of the applicable performance goals and application of the TSR Modifier, with each generally subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement. The base salary increases noted above, along with the increases to certain NEO annual incentive and LTIP target percentages, reflect the Committee’s desire to generally keep the elements of total target direct NEO compensation at approximately the current market median or a within a reasonable range thereof (for Mr. Rebelez, it is now at 106% of the market median, and for the other NEOs, on average, it is now at 105% of the market median), with a strong focus on performance-based and long-term compensation, and is reflective of the Company’s strong financial/operating results, and the NEOs’ individual performance and contributions, during the 2023 fiscal year.

  110. COMPENSATION PROGRAMS AND RISK MANAGEMENT

    COMPENSATION PROGRAMS AND RISK MANAGEMENT The C/HC Committee has considered whether any of its compensation programs and policies are reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for annual incentive payments and the equity compensation programs, maximum potential incentive payments, multi-year vesting schedules for RSUs and PSUs as well as the performance goals for PSUs, encourage employees to maintain both a short- and a long-term view with respect to Company performance. For these reasons, the C/HC Committee has determined that its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company.

  111. Summary Compensation Table

    Summary Compensation Table

  112. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary(2) | Stock Awards(3) | Non-equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Darren M. Rebelez President and Chief Executive Officer | 2023 | $1,150,000 | $6,336,938 | $3,070,500 | $49,941 | $10,607,379 | | | 2022 | $1,050,000 | $5,376,848 | $2,566,200 | $68,035 | $9,061,083 | | | 2021 | $1,000,000 | $4,546,657 | $2,600,000 | $39,436 | $8,186,093 | | Stephen P. Bramlage, Jr. Chief Financial Officer | 2023 | $720,000 | $1,648,674 | $961,200 | $65,908 | $3,395,782 | | | 2022 | $690,000 | $1,510,255 | $972,900 | $75,092 | $3,248,247 | | | 2021 | $627,750 | $3,741,091 | $941,625 | $233,218 | $5,543,684 | | Ena Williams Chief Operating Officer | 2023 | $720,000 | $1,831,468 | $1,281,600 | $60,050 | $3,893,118 | | | 2022 | $690,000 | $1,678,037 | $1,297,200 | $207,421 | $3,872,658 | | | 2021 | $598,000 | $2,324,869 | $897,000 | $145,465 | $3,965,334 | | Thomas P. Brennan Chief Merchandising Officer | 2023 | $550,000 | $1,119,150 | $734,250 | $64,123 | $2,467,523 | | | 2022 | $525,000 | $1,021,517 | $740,250 | $76,118 | $2,362,885 | | Chad M. Frazell Chief Human Resources Officer | 2023 | $520,000 | $793,768 | $601,640 | $54,307 | $1,969,715 |

  113. Summary Compensation Table

    | (1) Mr. Brennan and Mr. Frazell were NEOs for the first time for the 2022 and 2023 fiscal years, respectively. As such, only their compensation for the 2022 and/or 2023 fiscal years, as applicable, is presented. |

  114. Summary Compensation Table

    | (2) Mr. Bramlage and Ms. Williams were each appointed to their respective positions on or around June 1, 2020. As such, only the portion of their base salary earned during the 2021 fiscal year is presented in the applicable Salary row. The annualized base salary for Mr. Bramlage and Ms. Williams for the 2021 fiscal year was $675,000 and $650,000, respectively. |

  115. Summary Compensation Table

    | (3) The amounts in the Stock Awards column represent (i) the aggregate grant date fair value of RSUs and PSUs awarded to the applicable NEO under the applicable LTIP, and (ii) for Mr. Bramlage and Ms. Williams for the 2021 fiscal year, RSUs and PSUs, as applicable, awarded under their respective special one-time equity award and make-whole awards, in each case reported in accordance with FASB ASC Topic 718. |

  116. Summary Compensation Table

    For the 2021-2023 fiscal years, the LTIP awards include time-based RSUs and PSUs subject to ROIC and EBITDA metrics, in each case representing 25%, 37.5% and 37.5%, respectively, of the total value of each NEO’s LTIP awards. The PSUs awarded for 2021-2023 vest in full on June 15, 2023-2025, respectively, and the RSUs for 2021-2023 vested, or vest, as applicable, in equal installments on the first three anniversaries of their respective grant dates, generally subject to continued employment and, in the case of PSUs, to the Company’s achievement of applicable performance goals. Mr. Bramlage’s 2021 fiscal year special one-time equity award included time-based RSUs and PSUs subject to ROIC metrics and EBITDA metrics. The PSUs vested in full on June 15, 2023, and the RSUs vested in three equal installments on June 2, 2021-2023, respectively. Ms. Williams’ 2021 fiscal year make-whole award included time-based RSUs which vested in three equal installments on June 1, 2021-2023, respectively. The grant date values of the PSUs granted in each of the 2020-2023 fiscal years, based on maximum achievement of performance conditions, are detailed below:

  117. Summary Compensation Table

    | | Maximum Grant Date Value of All 2021 PSUs | Maximum Grant Date Value of All 2022 PSUs | Maximum Grant Date Value of All 2023 PSUs | | Darren M. Rebelez | $7,008,103 | $8,065,165 | $9,505,407 | | Stephen P. Bramlage, Jr. | $4,638,591 | $2,265,168 | $2,472,907 | | Ena Williams | $2,097,967 | $2,516,948 | $2,747,306 | | Thomas P. Brennan | $— | $1,532,168 | $1,678,725 | | Chad M. Frazell | $— | $— | $1,190,444 |

  118. Summary Compensation Table

    Additionally, the 2021-2023 PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500) for the respective performance period (i.e., 2021-2023 fiscal years for the 2021 awards, 2022-2024 fiscal years for the 2022 awards, and 2023-2025 for the 2023 awards). As discussed further in the Long-Term Incentive Compensation section of the CD&A, if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on the maximum level, may result in a payment of up to 250% of target for the PSUs) (the “TSR Modifier”). With the application of the TSR Modifier, the total maximum grant date value of all 2021-2023 fiscal year PSUs is as follows: Mr. Rebelez, $8,760,129 (2021), $10,081,456 (2022) and $11,881,759 (2023); Mr. Bramlage, $5,798,238 (2021), $2,831,459 (2022) and $3,091,134 (2023); Ms. Williams, $2,622,459 (2021), $3,146,185 (2022) and $3,434,133 (2023); Mr. Brennan, $1,915,209 (2022) and $2,098,406 (2023); Mr. Frazell, $1,488,055.

  119. Summary Compensation Table

    | Notice & Proxy Statement | 44 | |

  120. Summary Compensation Table

    See the Long-Term Incentive Compensation Program section of the CD&A for information regarding the performance criteria for the 2023 PSUs and their relative weight. For information about the financial reporting of RSUs and PSUs, see Footnote 4 to the Company’s consolidated financial statements included in its Form 10-K for the 2023 fiscal year. The actual value, if any, realized by a NEO from PSUs will depend on the actual performance level achieved by the Company for the applicable performance period.

  121. Summary Compensation Table

    | (4) The amounts set forth in the Non-Equity Incentive Plan Compensation column represent cash incentives paid to each NEO for the applicable fiscal year under the AIP. See the Annual Incentive Compensation Program section of the CD&A for additional information regarding the 2023 AIP. |

  122. Summary Compensation Table

    | (5) The amounts comprising All Other Compensation for the 2023 fiscal year are detailed below: |

  123. Summary Compensation Table

    | | 401K Plan Matching Contribution | Life Insurance Premiums | Perquisites | Total | | Darren M. Rebelez | $19,800 | $1,998 | $28,143 | $49,941 | | Stephen P. Bramlage, Jr. | $18,203 | $— | $47,705 | $65,908 | | Ena Williams | $19,719 | $— | $40,331 | $60,050 | | Thomas P. Brennan | $19,800 | $— | $44,323 | $64,123 | | Chad M. Frazell | $19,800 | $— | $34,507 | $54,307 |

  124. Summary Compensation Table

    Perquisites represent (i) personal automobile allowances, (ii) identity theft protection, (iii) for Mr. Rebelez, Mr. Bramlage, Ms. Williams and Mr. Brennan, an executive physical, (iv) for Mr. Bramlage, Ms. Williams, Mr. Brennan and Mr. Frazell, financial planning services, and (v) for all NEOs, supplemental disability insurance benefits. NEOs were also provided with group life insurance and group medical coverage that are not included because, with the exception of Mr. Rebelez’s supplemental life insurance under his employment agreement (reflected above), they are provided under broad-based, non-discriminatory benefit plans.

  125. Summary Compensation Table

    | Notice & Proxy Statement | 45 | |

  126. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information regarding grants of equity and non-equity incentive awards under Company plans for each NEO during the 2023 fiscal year.

  127. Grants of Plan-Based Awards in Fiscal 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Award Type | Grant Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Darren M. Rebelez | Annual Incentive | — | $431,250 | $1,725,000 | $3,450,000 | — | — | — | — | $— | | | LTIP RSU | 6/2/2022 | $— | $— | $— | — | — | — | 7,510 | $1,584,235 | | | LTIP PSU (ROIC) | 6/2/2022 | $— | $— | $— | 5,633 | 11,265 | 22,530 | — | $2,376,352 | | | LTIP PSU (EBITDA) | 6/2/2022 | $— | $— | $— | 5,633 | 11,265 | 22,530 | — | $2,376,352 | | Stephen P. Bramlage, Jr. | Annual Incentive | — | $135,000 | $540,000 | $1,080,000 | — | — | — | — | $— | | | LTIP RSU | 6/1/2022 | $— | $— | $— | — | — | — | 1,989 | $412,220 | | | LTIP PSU (ROIC) | 6/1/2022 | $— | $— | $— | 1,492 | 2,983 | 5,966 | — | $618,227 | | | LTIP PSU (EBITDA) | 6/1/2022 | $— | $— | $— | 1,492 | 2,983 | 5,966 | — | $618,227 | | Ena Williams | Annual Incentive | — | $180,000 | $720,000 | $1,440,000 | — | — | — | — | $— | | | LTIP RSU | 6/1/2022 | $— | $— | $— | — | — | — | 2,209 | $457,815 | | | LTIP PSU (ROIC) | 6/1/2022 | $— | $— | $— | 1,657 | 3,314 | 6,628 | — | $686,827 | | | LTIP PSU (EBITDA) | 6/1/2022 | $— | $— | $— | 1,657 | 3,314 | 6,628 | — | $686,827 | | Thomas P. Brennan | Annual Incentive | — | $103,125 | $412,500 | $825,000 | — | — | — | — | $— | | | LTIP RSU | 6/1/2022 | $— | $— | $— | — | — | — | 1,350 | $279,788 | | | LTIP PSU (ROIC) | 6/1/2022 | $— | $— | $— | 1,013 | 2,025 | 4,050 | — | $419,681 | | | LTIP PSU (EBITDA) | 6/1/2022 | $— | $— | $— | 1,013 | 2,025 | 4,050 | — | $419,681 | | Chad M. Frazell | Annual Incentive | — | $84,500 | $338,000 | $676,000 | — | — | — | — | $— | | | LTIP RSU | 6/1/2022 | $— | $— | $— | — | — | — | 958 | $198,546 | | | LTIP PSU (ROIC) | 6/1/2022 | $— | $— | $— | 718 | 1,436 | 2,872 | — | $297,611 | | | LTIP PSU (EBITDA) | 6/1/2022 | $— | $— | $— | 718 | 1,436 | 2,872 | — | $297,611 |

  128. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Represents the potential cash incentive amounts payable to each NEO under the AIP. The total value at target is represented as a percentage of base salary. Below the threshold level, there is no payout. Achievement of the threshold level results in payout of 25% of target, and achievement of the maximum level results in payout of 200% of target. Each NEO’s annual incentive opportunity was based on (i) EBITDA (50%), (ii) gross profit dollars for the fuel category (25%), and (iii) same-store sales growth for the inside sales categories (25%). See the Annual Incentive Compensation Program section of the CD&A for additional information. The payments earned for the 2023 fiscal year, as set forth in the Summary Compensation Table, represent a payment equal to 178% of each NEOs’ target payout, resulting in the following payments: (i) Mr. Rebelez, $3,070,500; (ii) Mr. Bramlage, $961,200; (iii) Ms. Williams, $1,281,600; (iv) Mr. Brennan, $734,250; and (v) Mr. Frazell, $601,640. |

  129. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Represents PSUs subject to the Company’s achievement of ROIC and EBITDA performance goals over the Performance Period, representing 37.5% and 37.5%, respectively, of the total value of each NEO’s award under the 2023 LTIP. The total value of each award at target is represented as a percentage of base salary, with the actual number of target PSUs awarded based on the 20-day average closing price of Common Stock as of the award date. Below the threshold level, there is no payout. Achievement of the threshold level results in payout of 50% of target, and achievement of the maximum level results in payout of 200% of target. Additionally, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group for the Performance Period. If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%. If the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on the maximum level, may result in a payment of up to 250% of target for the PSUs). The various potential adjustments to the PSUs actually awarded as a result of the TSR modifier are not reflected in the table above. The PSUs vest in full on June 15, 2025, generally subject to continued employment and the Company’s achievement of the applicable performance goals. |

  130. Grants of Plan-Based Awards in Fiscal 2023

    | (3) The grant date for each applicable award is the date on which the Compensation Committee authorized/approved the award. |

  131. Grants of Plan-Based Awards in Fiscal 2023

    | (4) For the 2023 LTIP, represents time-based RSUs that vest in three equal installments on June 15, 2023-2025, generally subject to continued employment, and represents 25% of the total value of each NEO’s award under the 2023 LTIP. The total value of each award at target is represented as a percentage of base salary (or for Mr. Rebelez, a dollar amount), with the actual number of target RSUs awarded based on the 20-day average closing price of Common Stock as of the award date. |

  132. Grants of Plan-Based Awards in Fiscal 2023

    | (5) For a description of how the grant date fair value with respect to RSUs and PSUs was determined, see Footnotes 2-4, above. |

  133. Grants of Plan-Based Awards in Fiscal 2023

    | Notice & Proxy Statement | 46 | |

  134. Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table

    Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table

  135. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The market value of the stock awards in the following table is calculated based on the closing price of Common Stock on April 28, 2023 ($228.82), the last trading day of the Company’s 2023 fiscal year.

  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name(s) | Grant Date | Number of Securities Underlying Un-exercised Options (#) Exercisable | Number of Securities Underlying Un-exercised Options (#) Un-exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Darren M. Rebelez | — | — | — | — | — | 13,761 | $3,148,792 | 97,618 | $22,336,951 | | Stephen P. Bramlage, Jr. | — | — | — | — | — | 6,016 | $1,376,581 | 41,450 | $9,484,589 | | Ena Williams | — | — | — | — | — | 6,130 | $1,402,667 | 29,624 | $6,778,564 | | Thomas P. Brennan | — | — | — | — | — | 2,488 | $569,304 | 17,382 | $3,977,349 | | Chad M. Frazell | — | — | — | — | — | 1,827 | $418,054 | 13,424 | $3,071,680 |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) This column presents the number of shares of Common Stock as represented by outstanding and unvested RSU awards, all of which remained subject to time-based vesting conditions and had not vested as of April 30, 2023. The RSUs shown in this column vest as follows: |

  138. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 6/1/23 | 6/2/23 | 6/15/23 | 6/15/24 | 6/15/25 | | Darren M. Rebelez | — | — | 6,675 | 4,582 | 2,504 | | Stephen P. Bramlage, Jr. | — | 2,204 | 1,900 | 1,249 | 663 | | Ena Williams | 1,992 | — | 2,014 | 1,387 | 737 | | Thomas P. Brennan | — | — | 1,191 | 847 | 450 | | Chad M. Frazell | — | — | 905 | 602 | 320 |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) This column presents the outstanding and unvested PSU awards granted in the 2021-2023 fiscal years, all of which remained subject to performance criteria and had not vested as of April 30, 2023. Based on SEC guidance, we included the PSU awards based on the next highest payout level (i.e., threshold, target or maximum) that exceeds our actual performance for the portion of the performance period that elapsed as of April 30, 2023, which (i) in the case of awards vesting in 2023 and 2024, including Mr. Bramlage’s special one-time equity award, assumes payout at maximum, (ii) in the case of all PSUs vesting in 2025, assumes payout at target. |

  140. Outstanding Equity Awards at 2023 Fiscal Year-End

    Additionally, the PSU awards granted in the 2021-2023 fiscal years will be subject to the TSR Modifier (i.e., if the Company ranks in the bottom quartile of the TSR Peer Group, the number of PSUs actually awarded will be reduced by 25%; if the Company ranks in the top quartile, the number of PSUs actually awarded will be increased by 25%, which, based on the maximum level, may result in a payment of up to 250% of target for the PSUs). The table below assumes no adjustment with respect to the TSR modifier.

  141. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Notice & Proxy Statement | 50 | |

  142. Outstanding Equity Awards at 2023 Fiscal Year-End

    The number of PSUs and the respective vesting dates for the PSUs that remained subject to performance criteria as of April 30, 2023 are as follows:

  143. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Award Type | Number of PSUs | Performance Period | Vesting Date | | Darren M. Rebelez | PSUs (ROIC) | 18,840 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (EBITDA) | 18,840 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 9,352 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (EBITDA) | 9,352 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (ROIC) | 11,265 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | | PSUs (EBITDA) | 11,265 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | Stephen P. Bramlage, Jr. | PSUs (Sign-On) | 6,612 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (Sign-On) | 6,612 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 5,858 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (EBITDA) | 5,858 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 2,636 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (EBITDA) | 2,636 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (ROIC) | 2,982 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | | PSUs (EBITDA) | 2,982 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | Ena Williams | PSUs (ROIC) | 5,640 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (EBITDA) | 5,640 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 2,929 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (EBITDA) | 2,929 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (ROIC) | 3,314 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | | PSUs (EBITDA) | 3,314 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | Thomas P. Brennan | PSUs (ROIC) | 3,100 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (EBITDA) | 3,100 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 1,783 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (EBITDA) | 1,783 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (ROIC) | 2,025 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | | PSUs (EBITDA) | 2,025 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | Chad M. Frazell | PSUs (ROIC) | 2,728 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (EBITDA) | 2,728 | 5/1/2020 - 4/30/2023 | 6/15/2023 | | | PSUs (ROIC) | 1,274 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (EBITDA) | 1,274 | 5/1/2021 - 4/30/2024 | 6/15/2024 | | | PSUs (ROIC) | 1,436 | 5/1/2022 - 4/30/2025 | 6/15/2025 | | | PSUs (EBITDA) | 1,436 | 5/1/2022 - 4/30/2025 | 6/15/2025 |

  144. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Notice & Proxy Statement | 51 | |

  145. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023

  146. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Darren M. Rebelez | — | $— | 43,046 | $8,279,290 | | Stephen P. Bramlage, Jr. | — | $— | 3,441 | $695,721 | | Ena Williams | — | $— | 3,270 | $651,278 | | Thomas P. Brennan | — | $— | 5,739 | $1,212,364 | | Chad M. Frazell | — | $— | 3,498 | $710,010 |

  147. Option Exercises and Stock Vested in Fiscal 2023

    | (1) The awards that vested in the 2022 fiscal year reflect (i) for Mr. Rebelez, the vesting on June 24, 2022 of the final one-third of the RSUs, and all of the PSUs, from the make-whole award of June 24, 2019, (ii) for Mr. Bramlage, the vesting on June 2, 2022 of the second one-third of the RSUs from his special one-time equity award of June 2, 2020, (iii) for Ms. Williams, the vesting on June 1, 2022 of the second one-third of the RSUs from her make-whole award of June 1, 2020, (iv) for Mr. Brennan, his RSUs from his make-whole award of October 28, 2019, (v) for Mr. Frazell, his RSUs from his make-whole award of January 2, 2020, and (vi) for all NEOs, the vesting on June 15, 2022 of the first one-third of the RSUs from their 2022 fiscal year LTIP awards of June 2, 2021 (for Mr. Rebelez, June 3, 2021), and the second one-third of the RSU from their 2021 fiscal year LTIP awards of June 2, 2020. |

  148. Option Exercises and Stock Vested in Fiscal 2023

    | (2) The “value realized” on vesting for stock awards represents the number of units that vested multiplied by the closing price of Common Stock on the applicable vesting date and was determined without regard to any taxes or brokerage commissions. |

  149. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Under the Deferred Compensation Plan, certain employees, including the NEOs, may voluntarily defer up to 80% of their base salary and up to 80% of any incentive payments awarded under the AIP, which offers a deferral feature that can be used to supplement the limited deferrals permitted under our 401K Plan. Unlike the 401K Plan, deferrals under the Deferred Compensation Plan are not matched by the Company. Elections to defer eligible compensation are made by participants in December of each year for amounts to be deferred in the following calendar year, after annual incentive compensation determinations have been made. Mr. Bramlage was the only NEO participant in the Deferred Compensation Plan in the 2023 fiscal year. Details regarding participation for the 2023 fiscal year are set forth in the following table:

  150. Nonqualified Deferred Compensation

    | | Executive Contributions In Last FY ($) | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Darren M. Rebelez | $— | $— | $— | $— | $— | | Stephen P. Bramlage, Jr. | $23,919 | $— | $279 | $— | $49,506 | | Ena Williams | $— | $— | $— | $— | $— | | Thomas P. Brennan | $— | $— | $— | $— | $— | | Chad M. Frazell | $— | $— | $— | $— | $— |

  151. Nonqualified Deferred Compensation

    | (1) The Company makes no contributions to deferrals. |

  152. Nonqualified Deferred Compensation

    | (2) All amounts in this column attributable to NEO contributions to the Deferred Compensation Plan were reported in the Summary Compensation Table with respect to the relevant fiscal year as salary or non-equity incentive plan compensation, as applicable, if the NEO was a NEO with respect to the fiscal year in which the relevant amount was earned. No portion of any NEO’s balance in the Deferred Compensation Plan that is attributable to earnings was reported in the Summary Compensation Table because such earnings are not above-market or preferential. |

  153. Nonqualified Deferred Compensation

    A variety of mutual fund investment alternatives are available in which Deferred Compensation Plan participants can direct their notional investments. Each participant’s investment return is based on his or her investment selections. Deferrals are immediately vested. Distributions from the plan are allowed at various times, including termination of employment, death, specified date, disability, change of control and in the event of unforeseen emergency. The Deferred Compensation Plan is unfunded and is not subject to the fiduciary requirements of ERISA.

  154. Nonqualified Deferred Compensation

    | Notice & Proxy Statement | 52 | |

  155. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION

  156. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we provide the following “pay ratio” information for the Company’s 2023 fiscal year. The pay ratio included in this information represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year, the annual total compensation of our CEO, Mr. Rebelez, as provided in the Summary Compensation Table, was $10,607,379. The annual total compensation of our median employee, a part-time store team member located in rural Illinois, was $17,266, which was calculated using the same methodology as required by the Summary Compensation Table. Therefore, the ratio of the annual total compensation of our CEO to that of our median employee for the 2023 fiscal year was approximately 614:1. To determine the median employee (excluding our CEO), we used April 30, 2023, as the determination date, and we ranked each employee (other than our CEO) based on total gross wages received (as reflected in the Company’s payroll records) with respect to the 12-month period beginning on May 1, 2022 and ending on April 30, 2023. Compensation for permanent employees who did not work the entire measurement period was annualized; however, no other exemptions, assumptions, adjustments or estimates were used. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  157. CEO PAY RATIO

    | Notice & Proxy Statement | 56 | |

  158. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the following table sets forth information regarding certain financial performance metrics of the Company and the “compensation actually paid” (“CAP”) to our NEOs, using a methodology that has been prescribed by the SEC. The C/HC Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the CD&A.

  159. PAY VERSUS PERFORMANCE DISCLOSURE

    | Pay Versus Performance Table | | | | | | | | | | Fiscal Year | Summary Compensation Table For PEO(1)(3) | CAP to PEO(1)(2) | Average Summary Compensation Table for Non-PEO NEOs(1)(3) | Average CAP to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment based on:(4) | | GAAP Net Income | EBITDA(5) | | | | | | | Casey’s TSR | Peer Group TSR | | | | 2023 | $10,523,938 | $17,915,532 | $2,910,280 | $4,846,542 | $154 | $147 | $446,691,000 | $952,464,000 | | 2022 | $9,061,083 | $9,698,036 | $2,862,173 | $3,706,912 | $135 | $136 | $339,790,000 | $801,241,000 | | 2021 | $8,186,093 | $13,776,583 | $2,813,117 | $3,877,559 | $148 | $121 | $312,900,000 | $719,244,000 |

  160. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Mr. Rebelez served as our principal executive officer (PEO) for the full fiscal year in 2023, 2022, and 2021. Reflects other NEOs for the applicable years as follows: (i) for 2021, Mr. Rebelez, Mr. Bramlage, Ms. Williams, Julia L. Jackowski (the Company’s former Chief Legal Officer), Adrian M. Butler (the Company’s former Chief Information Officer) and William J. Walljasper (the Company’s former Chief Financial Officer), (ii) for 2022, Mr. Rebelez, Mr. Bramlage, Ms. Williams, Mr. Brennan and Mr. Butler, and (iii) for 2023, Mr. Rebelez, Mr. Bramlage, Ms. Williams, Mr. Brennan and Mr. Frazell. |

  161. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The following amounts were deducted from and/or added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate CAP. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards: |

  162. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2023 | | 2022 | | 2021 | | | Figures reflected in $000s | PEO | Average other NEOs | PEO | Average other NEOs | PEO | Average other NEOs | | Summary Comp. Table Total | $10,524 | $2,910 | $9,061 | $2,862 | $8,186 | $2,813 | | Grant Date Fair Value of Current Fiscal Year Awards | ($6,337) | ($1,348) | ($5,377) | ($1,240) | ($4,547) | ($1,583) | | Fair Value Current Fiscal Year Awards at Fiscal Year End | $7,469 | $1,617 | $5,129 | $1,187 | $5,759 | $2,047 | | Change in Fair Value of Prior Fiscal Year Awards (Outstanding) | $6,468 | $1,625 | $1,110 | $884 | $4,324 | $554 | | Change in Fair Value of Prior Fiscal Year Awards (Vested) | ($385) | ($2) | ($316) | ($15) | $42 | $42 | | Dividends Accrued in Fiscal Year | $176 | $44 | $91 | $29 | $13 | $6 | | Compensation Actually Paid | $17,916 | $4,847 | $9,698 | $3,707 | $13,777 | $3,878 |

  163. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) Reflects the total compensation reported in the SCT for the applicable year for Mr. Rebelez as the PEO and the average of the total compensation reported in the SCT for the applicable year for each of the other NEOs listed in Footnote 1. |

  164. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) Reflects TSR, cumulative for the measurement periods beginning on May 1, 2020, and ending on each of April 30, 2021, 2022 and 2023, the last day of each fiscal year, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P 1500 Consumer Staples Sector Index (“CAP Peer Group”). |

  165. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) Reflects the “company selected measure.” EBITDA is a non-GAAP measure defined as net income before net interest expense, income taxes, depreciation and amortization. See Appendix A for reconciliation to net income. |

  166. PAY VERSUS PERFORMANCE DISCLOSURE

    | Notice & Proxy Statement | 57 | |

  167. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee regularly reviews director compensation, which, with the assistance of Pay Governance, occurred during the 2023 fiscal year, and seeks to compensate our directors in a manner that attracts and retains highly qualified directors and aligns the interests of our directors with those of our shareholders. Consistent with that objective, the Committee aims to position total direct compensation at the median of the compensation peers used for benchmarking the pay of its NEOs, as well as other companies from across industries of similar size. Further, directors are provided a mix of cash and equity compensation generally reflecting the typical practices of those companies. Finally, the Committee recognizes the responsibilities of directors with additional duties (e.g., committee chairs, etc.) by paying them supplemental retainers generally consistent with those paid to directors in similar roles at other companies. The compensation program compensates our directors for their Board service for the period between the Company’s annual shareholders’ meetings, which are typically held around the first week in September of each year. Directors elected to the Board, or appointed to committees or chair positions after the start of such period, receive prorated compensation. Only non-employee directors receive compensation for their service on the Board. The director compensation review in 2023, noted above, included a review of compensation components, elements of cash compensation and mix of cash and equity, and was in part, based on an analysis of the practices of the Company’s Compensation Peer Group and select S&P mid-cap companies (having median revenue that approximated the Company’s). As a result, the following changes were made (which were the first substantive changes since the 2019 fiscal year): (i) increase of the annual Board cash retainer from $80,000 to $90,000, (ii) increase of the annual equity component from $115,000 to $130,000, and (iii) increase of the additional cash Board Chair fee from $130,000 to $150,000. With these changes, the director compensation mix and amounts now approximate the market median, consistent with the Committee’s compensation objectives noted above. As such, during the 2023 fiscal year, each non-employee director received an annual Board retainer with a total value of $220,000, consisting of approximately $90,000 in cash and approximately $130,000 in equity. An additional annual cash retainer was paid to the Board Chair in the amount of $150,000, and to each individual committee chair/member as follows, which amounts remained unchanged from the prior year:

  168. DIRECTOR COMPENSATION

    | Committee Retainers | Chair | Member | | Audit Committee | $32,500 | $15,000 | | Compensation Committee | $25,000 | $10,000 | | Nominating and Corporate Governance Committee | $20,000 | $8,000 |

  169. DIRECTOR COMPENSATION

    Cash retainer fees are paid on an annual basis, in advance. The equity portion is granted on an annual basis at the time of our annual shareholders’ meeting in the form of time-based RSUs, with the actual number of units granted calculated using the Company’s 20-day average closing price as of the award date, similar to the approach used to determine the equity awards of our of NEOs and other recipients. The RSUs vest at our next annual shareholders’ meeting, subject to each director’s continued service as a director. In addition, the RSUs will accrue dividend equivalents which will be paid in cash if, and only to the extent that, the applicable vesting requirements have been met (no payment will be made for RSUs that do not vest). Our directors also receive the following benefits: (i) reimbursement for travel and other necessary business expenses related to their service as a director; (ii) coverage under the Company’s group life insurance plan, with coverages of up to $50,000 (or for Mr. Horak, $20,000, and for Ms. Heiden, $32,500) for each non-employee director; and (iii) reimbursement up to a maximum of $10,000 per year for costs associated with continuing education relating to corporate governance and other Board-related matters.

  170. DIRECTOR COMPENSATION

    | Notice & Proxy Statement | 61 | |

  171. DIRECTOR COMPENSATION

    The following table summarizes the compensation paid to the Company’s non-employee directors during the 2023 fiscal year:

  172. Director Compensation Table

    Director Compensation Table

  173. Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Diane C. Bridgewater | $105,000 | $131,384 | $95 | $236,480 | | Sri Donthi | $105,000 | $131,384 | $95 | $236,480 | | Donald E. Frieson | $108,000 | $131,384 | $95 | $239,480 | | Cara K. Heiden | $122,500 | $131,384 | $62 | $253,946 | | H. Lynn Horak | $248,000 | $131,384 | $38 | $379,422 | | David K. Lenhardt | $113,000 | $131,384 | $95 | $244,480 | | Larree M. Renda | $115,000 | $131,384 | $95 | $246,480 | | Judy K. Schmeling | $125,000 | $131,384 | $95 | $256,480 | | Michael Spanos | $100,000 | $131,384 | $95 | $231,480 | | Gregory A. Trojan | $100,000 | $131,384 | $95 | $231,480 | | Allison M. Wing | $100,000 | $131,384 | $95 | $231,480 |

  174. Director Compensation Table

    | (1) Each non-employee director received approximately $90,000 in cash plus certain additional cash retainers for service on committees as members and chairs and for service as Board Chair, as noted above. |

  175. Director Compensation Table

    | (2) At the end of the 2023 fiscal year, each non-employee director held 612 RSUs, which will cliff-vest on the date of the 2023 Annual Meeting, subject, in each case, to continued service as a director. The actual value, if any, that is realized from an RSU award will depend on the market price of Common Stock on the applicable vesting date. For information about the financial reporting of the RSUs granted in the 2023 fiscal year, see Note 4 to the Company’s consolidated financial statements included in the Company’s Form 10-K filing with respect to the 2023 fiscal year. |

  176. Director Compensation Table

    | (3) Amounts included in this column represent life insurance premiums. |

  177. Director Compensation Table

    Since the end of the 2023 fiscal year, the Committee also determined, with the assistance of Pay Governance and a market compensation assessment, that the additional annual cash fee for the Company’s Lead Independent Director will be $40,000 (the current additional annual cash fee for the Board Chair will no longer be paid, as Mr. Rebelez will not receive any additional fees or compensation for his role as Board Chair).