Annual General Meeting Transcript - CASY 2026-09-02

Operator

Thank you for standing by and welcome to the Casey's meeting. I will now turn the call over to Darren Rebellis.

Speaker 3

Good morning. Welcome to the Casey's General Stores Incorporated Annual Shareholders Meeting. I'm Darren Rebellis, Board Chair, President, and CEO. It is now 8.30 a.m. and the meeting is called to order. I'd first like to introduce the other members of the board present today. Judy Smelling, Lead Independent Director of Casey's and former Chief Operating Officer, Home Shopping Network Incorporated, and former President, Cornerstone Brands. Maria Castagnon-Lotz, Retired Partner, Price Waterhouse Coopers. Sri Danti, Chief Information Officer, Ralph Lauren Corporation. Dawn Freisen, Retired Executive Vice President, Supply Chain of Lowe's Companies. Kara Heiden, Retired Co-President of Wells Fargo Home Mortgage. David Lenhart, Past President and CEO of PetSmart. Marie Renda, Retired Executive Vice President of Safeway. Mike Spanos, CEO of Blumen Brands. Stanley J. Satula III, Chief Financial Officer of Colgate Palmolive Company. Greg Trojan, former President and CEO of BJ's Restaurants. And Allie Wing, CEO of Oobly Inc. On behalf of the board and the entire Casey's team, I want to extend a sincere thank you to Kara Hyden for nearly a decade of distinguished service and leadership on the Casey's board and its audit committee. Kara has had a significant role in building Casey's into the great organization it is today. We wish her nothing but the best in her retirement from the board at the conclusion of today's meeting. I'll now turn the meeting over to Katrina Lindsay, Chief Legal Officer, to address the meeting's procedural items.

Katrina Lindsay

Thanks, Darren. We are joined today by Jackie Wyatt of KPMG, Casey's independent auditor. Jackie will be available during the Q&A session to respond to appropriate questions. In addition, American Election Services has been appointed to act as Inspector of Election. Anita Gillespie is with us today and has taken the oath of Inspector of Election. After the meeting is adjourned, we will provide time for Q&A. Please see the meeting rules of conduct posted to the portal for further details. As a reminder, recording of the meeting is prohibited. The board has fixed June 29, 2026 as the record date for determining shareholders entitled to vote at the meeting. An affidavit from Broadridge has been delivered attesting to timely notice and delivery of meeting materials. We are informed by the inspector of election that a quorum is present, as approximately 89 percent of the shares entitled to vote as of the record date are present in person or by proxy. I will now present the matters to be voted upon. Proposal number one, to elect 11 directors to serve until the next annual shareholders meeting and until their successors are elected and qualified. The nominees include Darren Rebellis, Judy Schmeling, Maria Castanon-Motes, Sri Dante, Don Friesen, David Linhart, Loree Rinda, Mike Spanos, Stanley J. Satula III, Greg Trojan, and Allie Wing. The board recommends a vote for all director nominees. Proposal number two, to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending April 30, 2027. The board recommends a vote for proposal number two. Proposal number three, to hold an advisory vote on our named executive officer compensation. The board recommends a vote for proposal number three.

Matt Prescott

Proposal number four, joining us today is a representative from the accountability board who will have three minutes to present proposal number four the board recommends a vote against proposal number four your line is open you may now speak hey everybody this is matt prescott with the accountability board i can actually keep this way under three minutes for the sake of everybody's time just want to say thanks to the board for considering the proposal obviously we we didn't see eye to eye on it but we appreciate the consideration and we think it's a pretty self-explanatory proposal we would encourage folks with questions to just review the proxy statement thank you any other of any shareholder would like to make

Katrina Lindsay

additional comments regarding any of the proposals please submit them through the virtual portal it is now 8 35 a.m and the polls are open any shareholder who hasn't voted or wants to change their vote can click on the vote now button on the virtual portal and follow the instructions If you have voted and do not want to change your vote, you do not need to take further action.

Speaker 4

We will now pause briefly for additional voting. As I've had the opportunity to vote, I declare the polls are closed.

Katrina Lindsay

Thanks, Darren. We have been informed by the Inspector of Election that the Preliminary Vote Report shows the following results. All 11 director nominees were elected. KPNG's appointment was ratified. NEO compensation was approved, and the shareholder proposal did not pass. We will report the final voting results on a Form 8K to be filed within four business days. I will now turn the meeting back over to Darren.

Speaker 3

Thanks, Katrina. There being no further business, the meeting is adjourned. We will now answer your questions submitted on the virtual portal.

Speaker 4

Again, please see the meeting rules of conduct posted to the portal for further detail.

Speaker 3

For no questions, we would again like to thank you for your attendance today and your continued support of Casey's.

Operator

This concludes today's meeting. You may now disconnect.