8-KLeadership ChangesExhibits & Filings

CASEYS GENERAL STORES INC 8-K Report, Executive Changes (Jun 6, 2019)

Filed June 6, 2019For Securities:CASY

Summary

Casey's General Stores, Inc. (CASY) announced a significant leadership transition via an 8-K filing on June 6, 2019. Effective June 24, 2019, Darren M. Rebelez was appointed as the new President and Chief Executive Officer, as well as a member of the Board of Directors. Mr. Rebelez brings a wealth of experience from leadership roles at IHOP Restaurants, 7-Eleven, ExxonMobil, and Thornton Oil Corporation, along with military service and public company board experience. He succeeds Terry W. Handley, who is retiring after his tenure as CEO. The filing also details the employment and change of control agreements entered into with Mr. Rebelez. These agreements outline his compensation structure, including a base salary of at least $950,000, a target annual bonus of 100% of base salary, and a long-term incentive award target of 275% of base salary. Special one-time awards include a Make-Whole equity award valued at $3.85 million in RSUs and $1.85 million in PSUs to compensate for forfeited incentives from his previous employer. The agreements also cover relocation benefits and severance packages for various termination scenarios, including a robust change of control provision.

Key Highlights

  • 1Darren M. Rebelez appointed President and CEO and Board member, effective June 24, 2019.
  • 2Terry W. Handley retiring as President and CEO, effective June 23, 2019.
  • 3Mr. Rebelez has extensive executive experience in the restaurant and retail sectors (IHOP, 7-Eleven) and a strong military background.
  • 4Mr. Rebelez's compensation includes a base salary of at least $950,000, a target bonus of 100% of base salary, and long-term incentives targeting 275% of base salary.
  • 5Significant one-time equity awards for Mr. Rebelez include $3.85M in RSUs and $1.85M in target PSUs as a make-whole payment.
  • 6The Company has entered into a Change of Control Agreement with Mr. Rebelez, providing significant severance in qualifying termination scenarios.
  • 7Mr. Handley will receive continued base salary payments for 18 months post-termination and certain vested equity awards, along with a consulting fee.

Frequently Asked Questions

Darren M. Rebelez has been appointed as the new President and Chief Executive Officer of Casey's General Stores, Inc., effective June 24, 2019.

Mr. Rebelez, age 53, brings extensive experience from roles such as President of IHOP Restaurants, Executive Vice President and Chief Operating Officer at 7-Eleven, Inc., and various management positions at ExxonMobil and Thornton Oil Corporation. He is also a U.S. Army veteran and has served on the board of Torchmark Corporation.

Mr. Rebelez's employment agreement includes a base salary of at least $950,000, an annual target bonus opportunity of at least 100% of his base salary, and an annual long-term incentive award target of at least 275% of his base salary. He also received significant one-time equity awards totaling $5.7 million ($3.85M RSUs and $1.85M target PSUs) as a make-whole payment.

Terry W. Handley is retiring as President and CEO. Under his separation agreement, he will receive continued base salary payments for 18 months, continued vesting of certain RSUs and PSUs, and a $462,500 payment for six months of consulting services.