Item 2.02. Results of Operations and Financial Condition.
On June 8, 2021, Casey's General Stores, Inc. (the "Company") issued a press
release announcing its financial results for the fourth quarter and year ended
April 30, 2021. A copy of the Company's press release is attached as Exhibit
99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2021 Fiscal Year Annual Incentive Payouts
On June 2, 2021, the Compensation Committee (the "Committee") of the Company's
Board of Directors (the "Board") authorized payment to the Company's NEOs under
the 2021 fiscal year Annual Incentive Plan. Based on the Company's performance
in its 2021 fiscal year, the payouts equal 200% of the "target" for each NEO
(which "target" is represented by a percentage of their 2021 fiscal year base
salary), resulting in the following payments: (i) Darren M. Rebelez,
President/CEO, $2,600,000; (ii) Stephen P. Bramlage, Jr., CFO, $941,625; (iii)
Julia L. Jackowski, Chief Legal Officer and Secretary, $786,500; and (iv) John
C. Soupene, Senior VP - Operational Excellence, $653,800.
2022 Fiscal Year Long-Term Equity Incentive Awards
On June 2, 2021, the Committee (and June 3, 2021, the Board, acting on a
recommendation of the Committee with regard to Mr. Rebelez) approved annual
long-term equity incentive awards to its NEOs. The awards, made under the terms
of the Company's 2018 Stock Incentive Plan, are based on a percentage of 2022
fiscal year base salary (or for Mr. Rebelez, a target amount) (Mr. Rebelez,
$5,500,000; Mr. Bramlage, 225%; Ms. Jackowski, 115%; and Mr. Soupene, 125%) and
consist of (i) time-based restricted stock units ("RSUs"), comprising 25% of the
award amount, (ii) performance-based restricted stock units ("PSUs") subject to
return on invested capital ("ROIC") performance goals, comprising 37.5% of the
award amount, and (iii) PSUs subject to EBITDA performance goals, comprising
37.5% of the award amount. The PSUs granted represent a "target" amount, with
the number of shares awarded based on the Company's achievement of threshold
(50% awarded), target (100% awarded) and maximum (200% awarded) performance
goals over a three-year performance period (fiscal years 2022, 2023 and 2024)
(the "Performance Period").
Additionally, following the determination of the Company's achievement of the
ROIC and EBITDA goals for the Performance Period, the PSUs actually awarded will
be subject to a positive or negative adjustment based upon a comparison of the
Company's total shareholder return ("TSR") relative to a comparator group for
the Performance Period (the "TSR Modifier"). If the Company ranks in the bottom
quartile of the group, the number of PSUs actually awarded will be reduced by
25%; if the Company ranks in the top quartile of the group, the number of PSUs
actually awarded will be increased by 25% (which, based on maximum performance
goals achieved, could result in a payment of up to 250% of "target" for the
PSUs).
The RSUs will vest in equal installments on June 15, 2022, June 15, 2023, and
June 15, 2024, and the PSUs will vest in full on June 15, 2024, subject to
satisfaction of the applicable performance goals and application of the TSR
Modifier, with each generally subject to continued employment through the
vesting date, except as otherwise set forth in the applicable award agreement.
2022 Fiscal Year Annual Incentive Plan Awards
On June 3, 2021, the Board, acting on the recommendation of the Committee,
approved annual incentive compensation for the 2022 fiscal year (the "2022
Annual Plan"). The 2022 Annual Plan will be based on EBITDA (50%), with the
remaining 50% based on gross profit dollars in the fuel category (25%) and
same-store sales growth in the inside sales category (25%). The payout at
"target" is based on a percentage of 2022 fiscal year base salary (Mr. Rebelez,
130%; Mr. Bramlage, 75%; Ms. Jackowski, 65%; and Mr. Soupene, 70%), with an
overall payout range from 0% to 200% of "target" depending on performance. All
bonuses earned under the 2022 Annual Plan will be paid in cash.
2022 Fiscal Year NEO Base Salaries
On June 3, 2021, the Board, acting on the recommendation of the Committee,
approved base salaries for the following NEOs for the 2022 fiscal year: (i) Mr.
Rebelez, $1,050,000; (ii) Mr. Bramlage, $690,000; Ms. Jackowski, $605,000; and
(iii) Mr. Soupene, $485,000.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description
99.1 Press Release issued by Casey's General Stores, Inc., dated June 8,
2021.
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CASEY'S GENERAL STORES, INC. 
