Company News

Casey's Board Gets Proxy Nods

Advisory services recommend existing members over Couche-Tard's nominees
ANKENY, Iowa -- Casey's General Stores Inc. said on Friday that Proxy Governance Inc. and Egan-Jones Proxy Services have joined the two other leading proxy advisory services, Institutional Shareholder Services (ISS) and Glass Lewis & Co., in recommending Casey's shareholders vote to retain Casey's incumbent board of directors. Nominees are to be elected at Casey's annual meeting of shareholders on Thursday, September 23, 2010. Hostile suitor Alimentation Couche-Tard Inc. has fielded its own slate of nominees for the Casey's board.

(Click here for previous CSP Daily News coverage of Couche-Tard's attempt to acquire Casey's.)

Proxy advisory services provide proxy voting recommendations on publicly reporting companies

Proxy Governance recommends that Casey's shareholders vote for the reelection of all of Casey's director nominees on Casey's white proxy card. Egan-Jones recommends that Casey's shareholders vote for the reelection of seven of Casey's eight director nominees on Casey's white proxy card.

Egan-Jones is recommending all but Jeffrey M. Lamberti, reported Dow Jones. The 47-year-old is a former Iowa state legislator and son of one of Casey's founders; he has been a director since 2008.

Click hereto view background on Casey's board members (also click here).

Click here for information on Couche-Tard's board nominees.

Robert J. Myers, Ankeny, Iowa-based Casey's president and CEO, said, "The four proxy advisory services have now spoken, and they all agree that Casey's shareholders should vote the white card in support of Casey's board of directors and not hand over the keys to the company to Couche-Tard. We urge shareholders to vote for all of our director nominees."

The Proxy Governance report issued September 16, 2010, noted that Casey's has "a history of outperformance" and "a positive outlook." Proxy Governance also notes that "analyst accounts from Reuters point to a well-run company, possessing an impressive track record and enviable growth prospects." As part of Proxy Governance's rationale for recommending that shareholders vote for all of Casey's directors, it said, "We support the election of management's nominees to the board. We believe that this board has demonstrated its commitment to increasing shareholder value and is appropriately considering and handling unsolicited offers for the company."

Egan-Jones' report, published September 16, 2010, said it "believe[s] that support for the current board is merited and that voting the management ballot is in the best interest of the company and its shareholders" and that the "board of the company is well-qualified and has produced a strong, lengthy track record of building shareholder value."

All of Casey's announcements related to the takeover attempt by Couch-Tard can be found at www.supportcaseys.com.

Goldman, Sachs & Co. is acting as financial advisor to Casey's, and Cravath, Swaine & Moore LLP and Ahlers & Cooney, PC are providing legal advice.

Laval, Quebec-based Couche-Tard operates a network of 5,878 c-stores, 4,141 of which include motor fuels dispensinglocated in 11 large geographic markets, including eight in the United States (operating primarily under the Circle K name) covering 43 states and the District of Columbia, and three in Canada (operating primarily under the Mac's and Couche-Tard names) covering all 10 provinces.

As of June 30, 2010, Casey's has 1,531 stores in nine Midwestern states, primarily Iowa, Missouri and Illinois.

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