Casey's General Stores (CASY) Proxy filing summary

Executive summary

• Achieved record financial results in FY26: $17.6B revenue, $714.4M net income, $1.48B EBITDA, and $822.15 share price, all significantly up from prior years.

• 2,944 stores across 19 states, with over 50,000 team members and 10.5 million rewards members.

• Board and management attribute success to execution of a three-year strategic plan and strong alignment of executive compensation with performance.

• Forward-looking statements highlight continued focus on growth, risk management, and shareholder value.

Voting matters and shareholder proposals

• Election of eleven directors for a one-year term.

• Ratification of KPMG LLP as independent auditor for FY27.

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

• Shareholder proposal to lower the threshold for calling special meetings to 15%; Board recommends voting against, citing recent reduction to 25%.

• Board recommends voting for all director nominees, auditor ratification, and say-on-pay; against the shareholder proposal.

Board of directors and corporate governance

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

• Lead Independent Director role has robust, well-defined responsibilities.

• Annual elections, majority voting in uncontested elections, and proxy access (3/3/20/20 structure).

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

• Board committees: Audit, Compensation and Human Capital, and Nominating and Corporate Governance, all fully independent.