Casey’s (NASDAQ: CASY) posts Q1 2025 results and reports key 2025 shareholder votes

Rhea-AI Filing Summary

Casey’s General Stores filed a report describing two main events. First, the company issued a press release with its financial results for the first quarter ended July 31, 2025, which is attached as an exhibit.

Second, the company held its 2025 annual shareholders’ meeting on September 3, 2025. All eleven director nominees were elected by majority vote. Shareholders also ratified KPMG LLP as independent auditor for the fiscal year ending April 30, 2026, approved the 2025 Stock Incentive Plan, and supported the advisory vote on executive compensation. A shareholder proposal on Scope 3 greenhouse gas reduction targets did not receive majority support.

8-K Event Classification

3 items: 2.02, 5.07, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 3, 2025

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 2.02. Results of Operations and Financial Condition.

On September 8, 2025, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2025 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

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

On September 3, 2025, the Company held its 2025 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:

At the Meeting, the following eleven director 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			30,598,460			229,084			27,631			3,433,525
Donald E. Frieson			30,608,982			220,529			25,664			3,433,525
Cara K. Heiden			30,592,128			238,280			24,767			3,433,525
David K. Lenhardt			30,326,580			504,839			23,756			3,433,525
Maria Castañón Moats			30,602,265			228,012			24,898			3,433,525
Darren M. Rebelez			29,770,869			1,061,017			23,289			3,433,525
Larree M. Renda			30,238,026			593,558			23,591			3,433,525
Judy A. Schmeling			30,511,449			320,179			23,547			3,433,525
Michael Spanos			30,603,848			226,576			24,751			3,433,525
Gregory A. Trojan			30,604,302			226,528			24,345			3,433,525
Allison M. Wing			30,594,977			237,077			23,121			3,433,525

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, 2026, was as follows (Proposal #2):

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
33,424,315			833,546			30,839			0

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

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
30,127,765			596,858			130,552			3,433,525

At the Meeting, the vote to approve the Casey’s General Stores, Inc. 2025 Stock Incentive Plan was as follows (Proposal #4):

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
30,228,232			550,245			76,698			3,433,525

At the Meeting, the vote on the shareholder proposal regarding Scope 3 greenhouse gas reduction targets was as follows (Proposal #5):

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
2,050,371			28,510,419			294,385			3,433,525

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release issued by Casey's General Stores, Inc. dated September 8, 2025
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: September 8, 2025			By:			/s/ Stephen P. Bramlage Jr.
						Stephen P. Bramlage Jr.
						Chief Financial Officer

FAQ

What did Casey’s (CASY) announce about its latest quarterly financial results?

Casey’s General Stores reported financial results for the first quarter ended July 31, 2025, through an attached press release. The 8-K notes that this press release is incorporated by reference as Exhibit 99.1, but specific revenue or profit figures are contained in that separate document.

Which directors were elected at Casey’s 2025 annual shareholders’ meeting?

Shareholders elected eleven nominees to the board: Sri Donthi, Donald E. Frieson, Cara K. Heiden, David K. Lenhardt, Maria Castañón Moats, Darren M. Rebelez, Larree M. Renda, Judy A. Schmeling, Michael Spanos, Gregory A. Trojan, and Allison M. Wing, each receiving a majority of votes cast.

Did Casey’s (CASY) shareholders ratify the company’s independent auditor?

Yes. Shareholders ratified KPMG LLP as Casey’s independent registered public accounting firm for the fiscal year ending April 30, 2026. The proposal received 33,424,315 votes for, 833,546 votes against, and 30,839 abstentions, with no broker non-votes recorded on this item.

How did Casey’s shareholders vote on executive compensation in 2025?

In an advisory vote, Casey’s shareholders approved named executive officer compensation. The proposal received 30,127,765 votes for, 596,858 votes against, and 130,552 abstentions, with 3,433,525 broker non-votes. This indicates general shareholder support for the company’s executive pay program in 2025.

Was Casey’s 2025 Stock Incentive Plan approved by shareholders?

Yes. Shareholders approved the Casey’s General Stores, Inc. 2025 Stock Incentive Plan. The proposal received 30,228,232 votes for, 550,245 votes against, and 76,698 abstentions, along with 3,433,525 broker non-votes, authorizing the company’s new equity-based compensation framework.

What happened to the Scope 3 greenhouse gas reduction shareholder proposal at Casey’s?

The shareholder proposal requesting Scope 3 greenhouse gas reduction targets did not pass. It received 2,050,371 votes for, 28,510,419 votes against, and 294,385 abstentions, with 3,433,525 broker non-votes, indicating that a large majority of voting shareholders opposed this measure.

What exhibits were included with Casey’s September 2025 Form 8-K?

The filing includes a press release with first quarter 2025 financial results as Exhibit 99.1 and a Cover Page Interactive Data File as Exhibit 104. These exhibits provide detailed earnings information and the required Inline XBRL data for the cover page of the report.