Attached files
| file | filename |
|---|---|
| 8-K - 8-K - CASEYS GENERAL STORES INC | a8-kfor2017annualmeeting.htm |
Annual Shareholders’ Meeting
Casey’s General Stores, Inc.
September 15, 2017
Good morning ladies and gentlemen, and welcome. I’m Bob Myers, Chairman of the Board for Casey’s General Stores and I am pleased to welcome you to our 2017 annual shareholders meeting. I will now call this meeting to order.
The entire Casey’s team appreciates you coming to learn more about the results of fiscal 2017 and the Company’s expectations for fiscal 2018 and beyond.
[Brief pause]
At this time, let me introduce the other members of your board of directors. Our talented board provides valuable guidance and energy each year that helps Casey’s continue to build shareholder value. Will each of the nominees and board members please stand as I call your name and remain standing until all are introduced?
Bill Kimball - Bill is the retired Chairman and CEO of Medicap Pharmacy, Inc. and is the Lead Director of Casey’s Board of Directors.
Diane Bridgewater - Diane is the Executive Vice President, Chief Financial and Administrative Officer of Life Care Services.
Johnny Danos - Johnny is the retired President of the Community Foundation of Greater Des Moines and the current Director of Strategic Development for LWBJ, LLC.
Terry Handley - Terry is our current President and Chief Executive Officer.
Lynn Horak - Lynn is the retired Chairman and CEO of Wells Fargo Bank – Midwest Region.
Larree Renda - Larree is the retired Executive Vice President of Safeway Inc.
Cara Heiden - Cara is our newest Board member and is the retired Co-President of Wells Fargo Home Mortgage.
Jeff Lamberti – Jeff unfortunately could not be with us today. Jeff is the former President of the Iowa Senate and current President and Managing Shareholder of the law firm of Lamberti, Gocke, & Luetje, P.C.
I would also like to recognize Richard Wilkey, who passed away on April 22, 2017. Richard served on Casey’s Board of Directors since 2008 providing essential leadership that helped Casey’s create shareholder value. We will miss Richard’s dedication and passion towards serving Casey’s and its shareholders.
Please join me in thanking these dedicated individuals who work very hard representing the best interests of all of us, the shareholders.
[Step back from microphone, begin applause, return to microphone when it subsides.]
There are some special guests with us this morning who also work very hard on our behalf. Please stand when I call your name and remain standing until all are introduced.
Sean Vicente —Sean is the managing partner of KPMG’s Des Moines office, the independent public accounting firm which audits Casey’s.
Bill Noth—Bill is our securities counsel and is a member of the Ahlers & Cooney firm.
Ginger Lawrence—Ginger is representing our transfer agent and registrar, Computershare Trust Company, and is serving as inspector of the election.
Thank you all for your assistance.
[Pause]
The Secretary has reported receipt of Computershare’s affidavit that notice of this annual meeting, the proxy statement, the form of proxy and the annual report were made available to shareholders on August 4th, 2017.
In addition, our Secretary has reported that a certified list of the holders of the Company’s common stock, at the close of business on July 24th, 2017, the record date for this meeting, was prepared and certified by Computershare. The list of shareholders and these other documents will be filed with the records of the Company.
At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all votes entitled to be cast at the meeting shall constitute a quorum. We have been advised by Computershare that a quorum is present at this meeting. I therefore declare this meeting open for business.
As set forth in the notice sent to each of the shareholders of the Company, the business of this meeting includes four items:
1.) To elect three Class I directors for terms ending in 2020;
2.) To ratify the appointment of KPMG LLP as the independent auditors of the Company for the fiscal year ending April 30, 2018;
3.) To approve, on an advisory basis, the compensation of our named executive officers; and
4.) To recommend, on an advisory basis, the frequency of future advisory votes concerning the compensation of our named executive officers.
The Company is nominating the three directors listed in our proxy statement. They are Robert Myers, Diane Bridgewater, and Larree Renda. The Company has not received notice of any other nominees, and therefore I declare the nominations closed. We will also vote at the same time on the proposal to ratify appointment of the Company’s independent auditors, and on the advisory votes concerning executive compensation. The Company has not received any other shareholder proposals.
I now declare the polls open for voting. As a reminder, if you have already voted by internet, phone, or mail, you do not need to vote again by ballot unless you wish to change your vote. If anyone has not voted by proxy or wishes to change their vote, please raise your hand to request a ballot. If there are any questions about any of these procedures or proceedings, we will be happy to help. Please raise your hand if you have a question.
[If any shareholder asks to speak or ask questions with regard to any of the matters to be voted on, allow brief remarks or questions.]
Again, has anyone present not voted by proxy or does anyone want to change a vote and need a ballot? (If people need ballots, have Ginger distribute them) Once your ballot is completed, please pass your ballots to the end of each aisle so Ginger can collect them.
[Pause]
The time is XX:XX, and I now declare that the polls are closed.
As usual, the remainder of the meeting consists of a brief presentation from some of our executive officers followed by a question and answer session in which shareholders are invited to participate. I would now like to turn the meeting over to Terry Handley, President and CEO. Terry.
[Terry comes up to the podium]
Thanks Bob. Before we begin, I will remind you that certain statements made by us during this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include any statements relating to our possible or assumed future results of operations, business strategies, growth opportunities and performance improvements at our stores. There are a number of known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from any future results expressed or implied by those forward-looking statements, which are described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC and available on our website. Any forward-looking statements made during this presentation reflect our current views as of today with respect to future events, and Casey's disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
[Dim the lights for presentation]
[Terry transitions presentation to Bill]
[Bill transitions presentation back to Terry]
[Bring lights back up for management team introductions]
You have already met Bill. Now I would also like to introduce the rest of our management team.
Julie Jackowski - Senior V.P. – Corporate General Counsel & Secretary
Brian Johnson - Senior V.P. – Store Development
Jay Soupene - Senior V.P. – Operations
Cindi Summers - Senior V.P. – Human Resources
Darryl Bacon - V.P. – Food Service
Jay Blair - V.P. – Transportation & Distribution
Hal Brown - V.P. – Support Services
Bob Ford - V.P. – Store Operations
Deborah Grimes - V.P. – Fuel Procurement
Kirk Haworth - V.P. – Real Estate
James Pistillo - V.P. – Accounting & Treasurer
Mike Richardson - V.P. – Marketing
Rich Schappert - VP – Information Technology
Please join me in applauding this outstanding group of leaders.
[Step away from the podium, lead applause, return, and continue.]
The management team and I will be glad to answer any questions you may have.
[Terry facilitates the Q&A session—when there are no further questions, turns meeting over to Bob for closing remarks]
If there are no further questions, I will now to turn the meeting back over to Bob for closing remarks. Bob.
[Bob returns to the podium]
Thank you, Terry. Before we adjourn, I note that, based on a preliminary vote count provided by Computershare Trust Company, our shareholders have elected all three of the nominees. In addition, the ratification of the appointment of KPMG as independent auditor, and the compensation of our named executive officers has also been approved. Finally, a majority of the votes have been cast in favor of holding future advisory votes concerning the compensation of our named executive officers on an annual basis, as we have been doing in recent years.
If there is no further business to come before this meeting, I declare we are adjourned.
As you’re leaving, feel free to pick up a copy of the fiscal 2017 annual report and this fiscal year’s first quarter press release.
On behalf of our Board and all Casey’s employees, thank you for attending today and we look forward to seeing you again next September.
1