18 unchanged sentences
There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
−Removed: The Company does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all fraud and material errors.
−Removed: An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and occurrences of fraud, if any, within the Company have been detected.
−Removed: These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
−Removed: Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
−Removed: The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions.
−Removed: Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
OTHER INFORMATION
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
1 unchanged sentence
The Company has adopted a Financial Code of Ethics applicable to its Chief Executive Officer and other senior financial officers.
−Removed: In addition, the Company has adopted a general code of business conduct (known as the Code of Business Conduct and Ethics) for its directors, officers, and all Team Members.
−Removed: The Financial Code of Ethics, the Code of Business Conduct and Ethics, and other Company governance materials are available under the Investor Relations-Governance link of the Company website located at www.caseys.com.
−Removed: In the event of any amendments to, or waivers of, the Financial Code of Ethics or the Code of Business Conduct and Ethics, any required disclosure will be posted to our website.
−Removed: To date, there have been no waivers of the Financial Code of Ethics or the Code of Business Conduct and Ethics.
+Added: In addition, the Company has adopted a general code of business conduct (known as the Code of Conduct and Ethics) for its directors, officers, and all Team Members.
+Added: The Financial Code of Ethics, the Code of Conduct and Ethics, and other Company governance materials are available under the Investor Relations-Governance link of the Company website located at www.caseys.com.
+Added: In the event of any amendments to, or waivers of, the Financial Code of Ethics or the Code of Conduct and Ethics, any required disclosure will be posted to our website.
+Added: To date, there have been no waivers of the Financial Code of Ethics or the Code of Conduct and Ethics.
Shareholders may obtain copies of any of these corporate governance documents free of charge by downloading from the Web site or by writing to the Corporate Secretary at the address on the cover of this Form 10-K.
31 unchanged sentences
10.1 Promissory Note delivered to UMB Bank, n.a.
−Removed: and related Negative Pledge Agreement dated January 11, 2019 (incorporated by reference to exhibit 10.28(d) to Form 8-K as filed January 17, 2019)
−Removed: 10.2 Credit Agreement dated January 11, 2019, among Casey's General Stores, Inc.
−Removed: 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)
−Removed: 10.3 Amendment No.
−Removed: 1 to Credit Agreement, dated June 30, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed July 7, 2020)
−Removed: 10.4 Amendment No.
−Removed: 2 to Credit Agreement, dated December 23, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 31, 2020)
−Removed: 10.5 Amendment No.
−Removed: 3 to Credit Agreement, dated March 12, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed March 22, 2021)
−Removed: 10.6 Amendment No.
−Removed: 4 to Credit Agreement, dated December 13, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 16, 2021)
+Added: and related Negative Pledge Agreement dated June 1 , 2023 (incorporated by reference to exhibit 10.1 to Form 8-K as filed June 6, 2023)
10.2 Credit Agreement, dated as of April 21, 2023, by and among Casey’s General Stores, Inc.
13 unchanged sentences
10.10* 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)
−Removed: 10.16* 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)
10.11* Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY21-FY24 Awards) (incorporated by reference to Exhibit 10.32 to Form 10-Q as filed September 8, 2020)
−Removed: 10.18* Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY24 for Darren M.
−Removed: 10.19* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.33 to Form 10-Q as filed September 8, 2020)
−Removed: 10.20* Restricted Stock Units Agreement (Make-Whole Award to Darren M.
−Removed: Rebelez) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Form 10-Q as filed September 9, 2019)
−Removed: 10.21* Performance-Based Restricted Stock Units Agreement (Special Strategic Grant to Darren M.
−Removed: Rebelez) and Award Summary under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 26, 2019)
−Removed: 10.22* Restricted Stock Units Agreement (Make-Whole Award to Thomas P.
−Removed: Brennan) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.53 to Form 10-Q as filed March 9, 2020)
−Removed: 10.23* 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)
+Added: 10.12* Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY24 Awards for Darren M.
+Added: Rebelez) (incorporated by reference to Exhibit 10.18 to Form 10-K as filed June 23, 2023)
+Added: 10.13* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards)
+Added: 10.14* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards for Darren M.
+Added: 10.15* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [EBITDA]) under 2018 Stock Incentive Plan (FY25 Awards)
+Added: 10.16* Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs [ROIC]) under 2018 Stock Incentive Plan (FY25 Awards)
+Added: 10.17* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY21-FY24 Awards) (incorporated by reference to Exhibit 10.33 to Form 10-Q as filed September 8, 2020)
+Added: 10.18* Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY25 Awards)
+Added: 10.19* Form of Restricted Stock Units Agreement (Special Performance Award) under 2018 Stock Incentive Plan
10.20* Restricted Stock Units Agreement (Sign-On Award to Stephen P.
15 unchanged sentences
under Section 906 of Sarbanes-Oxley Act of 2002
+Added: 97.1 Casey’s General Stores, Inc.
+Added: Clawback Policy
101.INS XBRL Instance Document
10 unchanged sentences
June 24, 2024 By /s/ Darren M.
−Removed: Rebelez, President and
−Removed: Chief Executive Officer
+Added: President and Chief Executive Officer
(Principal Executive Officer and Director)
4 unchanged sentences
June 24, 2024 By /s/ Darren M.
−Removed: Rebelez, President and
−Removed: Chief Executive Officer, Board Chair and
+Added: President, Chief Executive Officer and
June 24, 2024 By /s/ Stephen P.
Chief Financial Officer
−Removed: June 23, 2023 By /s/ H.
+Added: June 24, 2024 By /s/ Judy A.
+Added: Lead Independent Director
June 24, 2024 By /s/ Cara K.
−Removed: June 23, 2023 By /s/ Diane C.
June 24, 2024 By /s/ Donald E.
2 unchanged sentences
June 24, 2024 By /s/ Larree M.
−Removed: June 23, 2023 By /s/ Judy A.
June 24, 2024 By /s/ Gregory A.
3 unchanged sentences
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.