8-K

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): June 23, 2022

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 23, 2022, the Board of Directors (the “Board”) of Casey’s General Stores, Inc. (the “Company”) increased the size of the Board from ten to eleven directors and appointed Sri Donthi to fill the vacancy created by the expansion of the Board. Mr. Donthi, currently Executive Vice President and Chief Technology Officer of Advance Auto Parts, Inc. (NYSE: AAP), will also stand for election at the Company’s 2022 annual shareholders’ meeting (the “Annual Meeting”).

The Board has not appointed Mr. Donthi to any committees as of the date hereof.

As a non-employee director, Mr. Donthi will be entitled to receive the same compensation payable to other non-employee directors of the Company, prorated through the date of the Annual Meeting, the most recent description of which is included in the Company's proxy statement (Schedule 14A) for the annual meeting of shareholders that was held on September 1, 2021.

Mr. Donthi was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no transactions between the Company and Mr. Donthi that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On June 27, 2022, the Company issued a press release announcing the expansion of the Board and Mr. Donthi’s appointment thereto. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.    Description

99.1        Press Release dated June 27, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 27, 2022	By:	/s/ Stephen P. Bramlage, Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

Document

Exhibit 99.1

Casey’s Announces Information Technology Leader

Sri Donthi Joins its Board of Directors

ANKENY, Iowa (June 27, 2022) -- Casey’s General Stores, Inc. (Nasdaq: CASY), the third largest convenience retailer and fifth largest pizza chain in the United States, today announced the appointment of Sri Donthi to its Board of Directors, bringing the number of directors from ten to eleven. Mr. Donthi has over 25 years of experience leading information technology teams in the retail, consumer products and technology industries.

“We are pleased to welcome Sri to the Casey’s Board of Directors as he adds significant technology experience to our current board capabilities. His expertise in leading organizations to deliver business value through the innovative use of technology will benefit Casey’s and its team members, guests and shareholders,” said Lynn Horak, Casey’s Board Chair.

Mr. Donthi currently serves as Executive Vice President and Chief Technology Officer at Advance Auto Parts, Inc. (NYSE: AAP), a North American automotive aftermarket parts provider, and has held this role since 2018. He is responsible for Advance’s overall IT organization, technology platforms and related strategic initiatives.

Prior to Advance, Mr. Donthi worked at PepsiCo, Inc. for 14 years and held a number of leadership roles, most recently as Chief Information Officer and SVP, Frito-Lay North America and Global e-Commerce, where his team led a comprehensive transformation effort to digitize many aspects of their core business, and Chief Information Officer and SVP, Asia, Middle East and North Africa and Global e-Commerce, where he was responsible for all IT-related services. Before joining PepsiCo, Mr. Donthi spent 10 years at Motorola in various IT leadership roles.

Mr. Donthi holds an MBA in Business Administration and Management from Northwestern University’s Kellogg School of Management and a master’s degree in Computer Science from the Illinois Institute of Technology.

“We are excited to add Sri to Casey’s Board of Directors with his deep experience leading teams to advance technology integration and evolution at consumer-focused businesses like Casey’s. His expertise will bring valuable perspective to help Casey’s continue to accelerate our information technology evolution and digital transformation, ultimately contributing to our growth and success,” said Darren Rebelez, President and CEO, Casey’s.

About Casey’s General Stores

Casey’s is a Fortune 500 company (Nasdaq: CASY) operating over 2,400 convenience stores. Founded more than 50 years ago, the company has grown to become the third-largest convenience store retailer and the fifth-largest pizza chain in the United States. Casey’s provides freshly prepared foods, quality fuel and friendly service at its locations. Guests can enjoy pizza, donuts, other assorted bakery items, and a wide selection of beverages and snacks. Learn more and order online at www.caseys.com, or in the mobile app.

Investor Relations Contact:

Brian Johnson (515) 965-6587

Brian.johnson@caseys.com

Media Relations Contact:

Katie Petru (515) 446-6772

Katie.petru@caseys.com