TMCnet News

CASEYS GENERAL STORES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
[September 19, 2014]

CASEYS GENERAL STORES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2014, the Board of Directors (the "Board") of Casey's General Stores, Inc. (the "Company") approved and entered into a Second Amendment to Employment Agreement (the "Second Amendment") with Robert J. Myers, Chief Executive Officer. Mr. Myers has been serving as Chief Executive Officer of the Company under the terms of an Employment Agreement dated April 16, 2010, as amended by the Amendment to Employment Agreement dated December 18, 2012 (together, the "Amended Agreement", which is described in the Forms 8-K filed on April 21, 2010 and December 19, 2012), under which Mr. Myers' term of employment was scheduled to expire on April 30, 2015.



The Second Amendment generally provides for the continued employment of Mr. Myers as Chief Executive Officer through April 30, 2016 (the "Term") under the terms of the Amended Agreement. All other provisions of the Amended Agreement remain in effect. A copy of the Second Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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


On September 19, 2014, the Company held its 2014 annual meeting of shareholders (the "Annual Meeting"). In addition to the election of three Class I directors, two other proposals were acted upon at the Annual Meeting, each of which is described briefly below and in detail in the Company's definitive proxy statement for the Annual Meeting (the "Proxy Statement"). The matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as follows: -------------------------------------------------------------------------------- 1. The following nominees for Class I directors were elected to serve three-year terms expiring in 2017 by a majority of the votes cast at the Annual Meeting: Authority Broker Nominee For Withheld Non-Votes Robert J. Myers 23,808,080 6,399,772 2,513,384 Diane C. Bridgewater 23,749,455 6,458,397 2,513,384 Larree M. Renda 29,744,998 462,854 2,513,384 2. The appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending April 30, 2015 was ratified by a majority of the votes cast at the Annual Meeting: Broker For Against Abstentions Non-Votes 32,490,658 170,574 60,005 - 0 - 3. In an advisory vote on the compensation of the Company's named executive officers, as described in the Proxy Statement, the compensation of the Company's named executive officers was approved by a majority of the votes cast at the Annual Meeting: Broker For Against Abstentions Non-Votes 28,119,128 1,188,610 900,114 2,513,384 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits accompanying this report are listed in the Exhibit Index attached hereto.

--------------------------------------------------------------------------------

[ Back To TMCnet.com's Homepage ]