8-KLeadership ChangesExhibits & Filings

CASEYS GENERAL STORES INC 8-K Report, Executive Changes (Apr 2, 2018)

Filed April 2, 2018For Securities:CASY

Summary

Casey's General Stores, Inc. (CASY) announced a board-level change via an 8-K filing on April 2, 2018, reporting the election of Judy A. Schmeling as a Class III director. Ms. Schmeling's appointment, effective immediately on March 29, 2018, fills a vacancy created by the passing of director Johnny Danos. Her extensive experience, including her most recent role as COO of HSN, Inc., is expected to be a valuable asset to the company's governance. She has been appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee, indicating a direct contribution to key oversight functions. In addition to her directorship, the filing details equity compensation for newly elected directors, including Ms. Schmeling, Donald E. Frieson, David K. Lenhardt, and Allison M. Wing. These directors have been granted restricted stock units (RSUs) as their annual equity compensation, prorated for their mid-year election dates, with a vesting date of September 21, 2018. This move aligns the interests of new board members with those of shareholders and underscores the company's commitment to attracting experienced leadership.

Key Highlights

  • 1Judy A. Schmeling elected as a Class III director, effective March 29, 2018.
  • 2Ms. Schmeling's appointment fills a vacancy left by the death of director Johnny Danos.
  • 3Ms. Schmeling brings significant experience, having served as COO of HSN, Inc.
  • 4Ms. Schmeling appointed to the Audit Committee and Nominating and Corporate Governance Committee.
  • 5New directors, including Ms. Schmeling, received prorated restricted stock unit awards.
  • 6The RSUs for newly elected directors vest on September 21, 2018, aligning incentives.
  • 7The filing includes the Form of Restricted Stock Units Agreement (Non-Employee Director) as an exhibit.

Frequently Asked Questions

Judy A. Schmeling was elected as a Class III director to fill the vacancy on the Board of Directors caused by the death of director Johnny Danos.

Ms. Schmeling has been appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee.

Newly elected directors, including Ms. Schmeling, receive compensation consistent with other non-employee directors. Additionally, they have been awarded restricted stock units (RSUs) as their annual equity component, prorated for their mid-year election, which will vest on September 21, 2018.

The restricted stock unit (RSU) awards are designed to align the interests of the newly elected directors with those of the company's shareholders by providing them with equity in the company. The prorated nature and specific vesting date reflect their mid-year appointment.