8-KLeadership ChangesExhibits & Filings

CASEYS GENERAL STORES INC 8-K Report, Executive Changes (Dec 26, 2019)

Filed December 26, 2019For Securities:CASY

Summary

Casey's General Stores, Inc. (CASY) announced a special strategic grant of performance-based restricted stock units (PSUs) to its President and CEO, Darren M. Rebelez, on December 23, 2019. This grant, totaling 5,000 shares, is designed to incentivize and align Mr. Rebelez's compensation with key strategic objectives for calendar year 2020. The PSUs are contingent upon both the achievement of specific company performance goals and Mr. Rebelez's continued service through the vesting dates.

Key Highlights

  • 1CEO granted 5,000 performance-based restricted stock units (PSUs) on December 23, 2019.
  • 2Vesting of PSUs is tied to the achievement of specific performance goals for calendar year 2020.
  • 3Up to 2,500 PSUs ('Loyalty Program Goal PSUs') are linked to a net increase in loyalty program members (Casey's Rewards).
  • 4Performance target for loyalty program growth: 200% increase for 75% vesting, 300% for 100% vesting.
  • 5Up to 2,500 PSUs ('E-Commerce Goal PSUs') are linked to an increase in e-commerce transactions (website and mobile app).
  • 6Performance target for e-commerce growth: 40% increase for 75% vesting, 50% for 100% vesting.
  • 7PSUs are subject to continued service-based vesting, with one-third vesting on January 15, 2021, 2022, and 2023, contingent on performance goal achievement.

Frequently Asked Questions

The PSUs are intended to incentivize and align the CEO's compensation with the achievement of critical strategic goals for calendar year 2020, specifically focusing on growing the company's loyalty program membership and increasing e-commerce transactions.

The PSUs are divided into two tranches: one based on the growth of the Casey's Rewards loyalty program members (up to 2,500 PSUs) and another based on the increase in e-commerce transactions through the company's digital platforms (up to 2,500 PSUs).

If the performance goals are not achieved, the corresponding PSUs will be forfeited. Linear interpolation will be used to determine vesting percentages for performance levels between 75% and 100% of the stated goals.

Yes, the award agreement includes provisions for accelerated vesting in certain situations, such as termination without cause or for good reason, or due to death or disability, within 24 months following a change in control. Full vesting also occurs if the PSUs are not assumed by an acquirer in a change in control event.