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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2023

CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of incorporation)
001-34700   42-0935283
(Commission File Number)   (I.R.S. Employer Identification Number)
One SE Convenience Blvd., Ankeny, Iowa
(Address of principal executive offices)

50021
(Zip Code)

515/965-6100
(Registrant's telephone number, including area code)

NONE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value per share CASY The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐



Item 5.07. Submission of Matters to a Vote of Security Holders

On September 6, 2023, Casey's General Stores, Inc., (the "Company") held its 2023 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:

At the Meeting, the following ten nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):

NOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTES
Sri Donthi 31,540,974 138,908 54,797 2,979,736
Donald E. Frieson 31,479,735 201,640 53,304 2,979,736
Cara K. Heiden 31,483,844 196,787 54,048 2,979,736
David K. Lenhardt 30,806,896 874,462 53,321 2,979,736
Darren M. Rebelez 30,169,452 1,514,297 53,930 2,979,736
Larree M. Renda 31,520,044 160,716 53,919 2,979,736
Judy A. Schmeling 31,401,915 277,505 55,259 2,979,736
Michael Spanos 31,400,981 279,790 53,908 2,979,736
Gregory A. Trojan 31,522,353 158,300 54,026 2,979,736
Allison M. Wing 31,492,218 189,072 53,389 2,979,736

At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2024, was as follows (Proposal #2):

FOR AGAINST ABSTAIN BROKER NON-VOTES
33,446,307 1,220,434 47,674 0

At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):

FOR AGAINST ABSTAIN BROKER NON-VOTES
30,836,818 760,751 137,110 2,979,736

At the Meeting, the advisory vote on the frequency of future advisory votes for named executive officer compensation was as follows (Proposal #4):

1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES
30,861,652 41,850 794,017 37,160 2,979,736

In light of the foregoing voting results and other factors, on September 7, 2023, the Company’s Board of Directors determined that the Company will hold an annual advisory vote for its named executive officer compensation.

At the Meeting, the vote on the shareholder proposal regarding responsible sourcing disclosures was as follows (Proposal #5):

FOR AGAINST ABSTAIN BROKER NON-VOTES
5,655,617 25,728,667 350,395 2,979,736

At the Meeting, the vote on the shareholder proposal regarding greenhouse gas emissions reporting was as follows (Proposal #6):

FOR AGAINST ABSTAIN BROKER NON-VOTES
10,214,398 21,235,327 284,954 2,979,736



SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Dated: September 8, 2023 By: /s/ Stephen P. Bramlage, Jr.
Stephen P. Bramlage Jr.
Chief Financial Officer