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Item 9A. Controls and Procedures

2021-06-25 compared with 2020-06-26 · 58 added, 41 removed, 114 unchanged (46% of the section changed)

46 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as a part of this report on Form 10-K:

(a) Documents filed as a part of this report on Form 10-K:

The following financial statements are included herewith:

8 unchanged sentences

Description of Exhibits

2.1 Equity Purchase Agreement by and among Buck’s, Inc., Chicago SPE (N), Inc., Buchanan Energy (N), LLC, Buchanan Energy (S), LLC, Buck’s Inc.

of Collinsville, and C.T.

Jewell Company, Inc., and Buck’s Intermediate Holdings, LLC;

Buck’s Holdco, Inc., Steven Buchanan and certain other shareholders and members;

and Casey’s General Stores, Inc., dated November 8, 2020 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed November 13, 2020)

2.2 Amendment to Equity Purchase Agreement, dated April 21, 2021 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed April 29, 2021)

2.3 Asset Purchase Agreement by and among Casey’s Marketing Company and Circle K Stores Inc., dated March 17, 2021 (incorporated by reference to Exhibit 2.1 to Form 8-K as filed March 22, 2021)

3.1 Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018, June 28, 2019 and September 4, 2019 (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed September 9, 2019)

Fourth Amended and Restated By-Laws, as amended September 5, 2018, June 28, 2019 and September 5, 2019 (incorporated by reference to Exhibit 3.2(a) to Form 10-Q as filed September 9, 2019)

Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers the 5.72% Senior Notes, Series A and Series B (incorporated by reference to Exhibit 4.8 to Form 8-K as filed September 29, 2006)

Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed August 10, 2010)

Note Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference to Exhibit 4.10 to Form 8-K as filed June 18, 2013)

Note Purchase Agreement dated as of May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.11 to Form 8-K as filed May 3, 2016)

Note Purchase Agreement dated as of June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.12 to Form 8-K as filed June 15, 2017)

3.2(a) Sixth-Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2(a) to Form 8-K filed December 7, 2020)

4.1 Note Purchase Agreement dated August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed August 10, 2010)

4.2 Note Purchase Agreement dated June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference to Exhibit 4.10 to Form 8-K as filed June 18, 2013)

4.3 First Amendment to the 2013 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 4.2 to Form 8-K as filed July 7, 2020)

4.4 Note Purchase Agreement dated May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.11 to Form 8-K as filed May 3, 2016)

4.5 First Amendment to the 2016 Note Purchase, dated June 30, 2020 (incorporated by reference to Exhibit 4.3 to Form 8-K as filed July 7, 2020)

4.6 Note Purchase Agreement dated June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.12 to Form 8-K as filed June 15, 2017)

4.7 First Amendment to the 2017 Note Purchase Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 4.4 to Form 8-K as filed July 7, 2020)

4.8 Note Purchase Agreement dated June 30, 2020 among the Company and the purchasers of the 2.85% Series G Notes and 2.96% Series H Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed July 7, 2020)

4.9 Description of Securities Registered Under Section 12 of the Exchange Act

3 unchanged sentences

as borrower, and Royal Bank of Canada, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.28 (e) to Form 8-K as filed January 17, 2019)

Form of Change of Control Employment Agreement (incorporated by reference to Exhibit 10.29(a) to Form 8-K as filed June 2, 2010)

10.3 Amendment No.

1 to Credit Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed July 7, 2020)

10.4 Amendment No.

2 to Credit Agreement, dated December 23, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 31, 2020)

10.5 Amendment No.

3 to Credit Agreement, dated March 12, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed March 22, 2021)

10.6 364-Day Bridge Loan Facility Commitment Letter with Goldman Sachs Bank USA, dated November 8, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed November 13, 2020)

10.7* Form of Change of Control Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 19, 2019)

2 unchanged sentences

(incorporated by reference to Exhibit 10.31 to Form 8-K as filed November 10, 1997)

Executive Nonqualified Excess Plan Document and related Adoption Agreement dated September 25, 2015

10.10* Executive Nonqualified Excess Plan Document and related Adoption Agreement dated September 25, 2015 (incorporated by reference to Exhibit 10.7 to Form 10-K as filed June 26, 2020)

10.11* Casey’s General Stores, Inc.

5 unchanged sentences

Myers and Amendment and Second Amendment thereto (incorporated by reference to Exhibit 10.39 to Form 10-K as filed June 29, 2018)

Employment Agreement and related Restricted Stock Units Award Agreement between the Company and Terry W.

Handley dated April 12, 2016 (incorporated by reference to Exhibit 10.42 to Form 10-K as filed June 29, 2018)

10.16* Separation and General Release Agreement, dated May 31, 2019, between the Company and Terry W.

1 unchanged sentence

10.17* Employment Agreement, dated May 31, 2019, between the Company and Darren M.

Rebelez (with the Change of Control Agreement between the Company and Darren M.

Rebelez attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed June 6, 2019)

Separation Agreement and General Release of Claims, dated September 11, 2019, between the Company and Cindi W.

Summers (incorporated by reference to Exhibit 10.49 to Form 10-Q as filed December 9, 2019)

Rebelez (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed June 6, 2019)

10.18* Employment Agreement, dated May 12, 2020, between the Company and Stephen P.

Bramlage, Jr.

(with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)

10.19* Employment Agreement, dated May 8, 2020, between the Company and Ena Williams Koschel (with the Change of Control Agreement attached as an exhibit thereto) ( incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)

10.20* Casey's General Stores, Inc.

1 unchanged sentence

10.21* Form of Restricted Stock Units Agreement for Non-Employee Directors under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Form 8-K as filed September 10, 2018)

Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.45 to Form 10-Q as filed September 9, 2019)

10.22* Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY20 Awards) (incorporated by reference to Exhibit 10.45 to Form 10-Q as filed September 9, 2019)

10.23* Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY21 Awards) (incorporated by reference to Exhibit 10.32 to Form 10-Q as filed September 8, 2020)

10.24* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY21 Awards) (incorporated by reference to Exhibit 10.33 to Form 10-Q as filed September 8 , 2020)

10.25* Restricted Stock Units Agreement (Make-Whole Award to Darren M.

5 unchanged sentences

10.28* Restricted Stock Units Agreement (Make-Whole Award to Chad Frazell) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.54 to Form 10-Q as filed March 9, 2020)

10.29* Restricted Stock Units Agreement (Sign-On Award to Stephen P.

Bramlage, Jr.) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.27 to Form 10-Q as filed September 8, 2020)

10.30* Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.29 to Form 10-Q as filed September 8 , 2020)

10.31* Restricted Stock Units Agreement (Make-Whole Award to Adrian M.

Butler) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.30 to Form 10-Q as filed September 8 , 2020)

10.32* Restricted Stock Units Agreement (Special Performance Award to Jay Soupene) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 to Form 10-Q as filed September 8 , 2020)

10.33* Restricted Sto ck Units Agreement (Special Performance Award to Brian Johnson) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.36 to Form 10-Q as filed March 8, 2021)

10.34* Casey's General Stores, Inc.

10 unchanged sentences

under Section 906 of Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

* Indicates management contract or compensatory plan or arrangement.

3 unchanged sentences

CASEY’S GENERAL STORES, INC.

June 26, 2020

/s/ Darren M.

June 25, 2021 By /s/ Darren M.

Rebelez, President and

1 unchanged sentence

(Principal Executive Officer and Director)

June 26, 2020

/s/ Stephen P.

June 25, 2021 By /s/ Stephen P.

Chief Financial Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

June 26, 2020

June 25, 2021 By /s/ H.

Chair and Director

June 26, 2020

/s/ Darren M.

June 25, 2021 By /s/ Darren M.

Rebelez, President and

Chief Executive Officer, Director

June 26, 2020

/s/ Stephen P.

June 25, 2021 By /s/ Stephen P.

Chief Financial Officer

June 26, 2020

/s/ Donald E.

June 26, 2020

/s/ Allison M.

June 26, 2020

/s/ Larree M.

June 26, 2020

June 25, 2021 By /s/ Cara K.

June 25, 2021 By /s/ Diane C.

June 25, 2021 By /s/ Donald E.

June 25, 2021 By /s/ David K.

June 25, 2021 By /s/ Allison M.

June 25, 2021 By /s/ Larree M.

June 25, 2021 By /s/ Judy A.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures