8-KLeadership ChangesExhibits & Filings

CASEYS GENERAL STORES INC 8-K Report, Executive Changes (May 13, 2020)

Filed May 13, 2020For Securities:CASY

Summary

This 8-K filing announces a significant leadership change at Casey's General Stores, Inc. (CASY) with the appointment of Ena Williams as the new Chief Operating Officer (COO), effective June 1, 2020. Ms. Williams brings extensive experience from her previous roles, including CEO of National HME, Inc. and various senior positions at 7-Eleven, Inc., as well as experience at ExxonMobil and Mobil Oil Corporation. Her background includes an MBA from the Wharton School and service as an independent director for Daseke, Inc. This appointment signals a strategic move to enhance operational leadership within the company. The filing also details Ms. Williams' employment agreement, outlining a competitive compensation package. This includes a substantial base salary, annual bonus opportunities, and long-term incentive awards. Notably, the agreement includes a significant one-time restricted stock unit award valued at $900,000, vesting over three years, and considerable relocation benefits. The compensation structure and terms, including severance provisions under both standard employment and change-of-control scenarios, reflect the company's investment in securing experienced executive talent.

Key Highlights

  • 1Appointment of Ena Williams as Chief Operating Officer (COO) effective June 1, 2020.
  • 2Ms. Williams has a strong background in convenience retail and executive leadership, having served as CEO of National HME and in senior roles at 7-Eleven.
  • 3Annual compensation includes a base salary of at least $650,000, with target bonus opportunity of at least 75% of base salary and target long-term incentive award of at least 175% of base salary.
  • 4A one-time special award of $900,000 in restricted stock units (RSUs) will be granted, vesting over three years.
  • 5Significant relocation benefits are provided, including up to $200,000 for transaction costs and temporary housing reimbursement.
  • 6The employment agreement includes severance provisions for termination without cause or for good reason, with enhanced benefits under a Change of Control Agreement.
  • 7The Change of Control Agreement provides for severance of two times base salary plus bonus and COBRA premiums upon a qualifying termination within 24 months of a change of control.

Frequently Asked Questions

Ena Williams has been appointed as the new Chief Operating Officer (COO) of Casey's General Stores, Inc., effective June 1, 2020. She brings a wealth of experience from her prior executive roles, including CEO of National HME, Inc. and senior leadership positions at 7-Eleven, Inc.

Ms. Williams' compensation package includes an annual base salary of at least $650,000, an annual target bonus opportunity of at least 75% of her base salary, and an annual target long-term incentive award of at least 175% of her base salary. Additionally, she will receive a one-time restricted stock unit award valued at $900,000, vesting over three years, and relocation benefits up to $200,000.

Under the standard Employment Agreement, if terminated by the Company without cause or by Ms. Williams for good reason, she is entitled to 18 months' base salary and COBRA premiums. Under the Change of Control Agreement, in the event of a 'Qualifying Termination' (termination without cause or for good reason) within 24 months following a change of control, she is entitled to a lump-sum payment equal to two times her then-current base salary plus bonus and 24 months of COBRA premiums.

No, Ms. Williams is not entitled to any excise tax gross-up payments. Her Change of Control Agreement includes a 'best net' approach, meaning her change of control payments will be capped at the Section 280G threshold if it results in a more favorable net after-tax outcome for her.