Not independent
Tenure on this board
7.3 yrs
Also a director at
Genuine Parts Co (GPC)
11 nominees · 4 ballot items.
Election of eleven directors; Ratification of KPMG LLP as independent auditor; Advisory (non-binding) vote on named executive officer compensation; Shareholder proposal to lower special meeting threshold to 15% (filed by The Accountability Board, Inc.).
To elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal by The Accountability Board, Inc. to amend the Bylaws to authorize shareholders holding at least 15% of outstanding common stock to call special meetings.
The Accountability Board, Inc. proposes that Casey’s amend its Bylaws to allow shareholders holding at least 15% of outstanding common stock to call special meetings. The proponent argues that Iowa’s default 50% threshold is too high and points to governance best practices and proxy advisory firm preferences suggesting a 10–15% range; it frames 15% as a balanced threshold that gives shareholders meaningful rights without enabling frivolous or narrow-interest meetings. Management opposes the measure, noting the Board recently reduced the threshold to 25% and arguing that 25% better balances shareholder rights and protection against misuse; management also emphasizes the company’s existing governance mechanisms (annual director elections, proxy access, written consent rights) and warns a 15% threshold could permit a few shareholders to impose disproportionate disruption and costs. The Board recommends a vote against the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.09% | 2,252,166 | $1.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.02% | 1,857,617 | $1.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 1,663,162 | $1.2B |
| 4 | STATE STREET CORP | 3.73% | 1,378,641 | $1.0B |
| 5 | BlackRock, Inc. | 3.10% | 1,146,174 | $834M |
| 6 | FRANKLIN RESOURCES INC | 2.35% | 871,138 | $634M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.91% | 706,679 | $513M |
| 8 | FMR LLC | 1.89% | 700,546 | $510M |
| 9 | JPMORGAN CHASE CO | 1.76% | 650,516 | $458M |
| 10 | Clearbridge Investments, LLC | 1.37% | 506,646 | $369M |
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