SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrantx  

Filed by a Party other than the Registrant¨

Check the appropriate box:

CASEY’S GENERAL STORES, INC.

(Name of Registrant as Specified In Its Charter)

[NOT APPLICABLE]Not Applicable]

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[Not Applicable]

[Not Applicable]

August 11, 20085, 2011

To Our Shareholders:

The Annual MeetingI am pleased to invite you to attend the annual meeting of the shareholders of Casey’s General Stores, Inc. will(“Casey’s”) to be held at the9:00 a.m., Central Time, on September 16, 2011, at Casey’s General Stores, Inc. Corporate Headquarters, One Convenience Blvd., Ankeny, Iowa at 9:00 A.M., central time, on Friday, September 19, 2008. (the “Annual Meeting”).

The formalaccompanying Notice of Annual Meeting of Shareholders and Proxy Statement which are contained indescribe the following pages, outline the two proposalsmatters to be considered and voted upon by shareholders at the Annual Meeting. At the Annual Meeting, we also will report on our results this past year and our first quarter results for the fiscal year ending April 30, 2012, and you will have an opportunity to ask questions.

We hope all of our shareholders will be able to attend the Annual Meeting. It is important that your sharesyou be represented, at the meeting whether or not you are personally ableplan to attend. To make it easier forattend the Annual Meeting personally. Please promptly complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided to ensure that your vote will be received and counted. Alternatively, you tomay vote your shares, you now have the choice of voting over the Internet,proxy card by telephone or by completing and returningthrough the enclosed proxy card. The proxy card describes your voting optionsInternet as described in greater detail. If you later find that you may be present formore detail in the meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

Your copysection of the Company’saccompanying Proxy Statement entitled “About the Annual ReportMeeting—How to Vote; Submitting Your Proxy; Revoking Your Proxy.”

On behalf of the Board of Directors and Form 10-KCasey’s management, thank you for 2008 is also enclosed. Please read it carefully. It gives you a report on the Company’s operations for the fiscal year ended April 30, 2008.

Weyour support, and we look forward to seeing you at the meeting and thank you for your continued interest in the Company.meeting.

Sincerely,

Robert J. Myers

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

SEPTEMBER 19, 200816, 2011

To the Shareholders of Casey’s General Stores, Inc.:

The Annual Meetingannual meeting of the shareholders of Casey’s General Stores, Inc., an Iowa corporation (“Casey’s”), will be held at the Casey’s General Stores, Inc. Corporate Headquarters, One Convenience Boulevard,Blvd., Ankeny, Iowa, on Friday, September 19, 2008,16, 2011, at 9:00 A.M., central time,Central Time (the “Annual Meeting”), for the following purposes:

The Boardabove matters are described in the Proxy Statement accompanying this Notice. You are urged to read the Proxy Statement carefully, and to vote by using one of Directors has fixedthe following methods, whether or not you plan to attend the Annual Meeting: (a) vote by telephone, (b) vote via the Internet or (c) complete, sign, date and return your proxy card in the postage-paid envelope provided. Voting instructions are described in more detail in the section of the accompanying Proxy Statement entitled “About the Annual Meeting—How to Vote; Submitting Your Proxy; Revoking Your Proxy.”

Only shareholders of record of Casey’s Common Stock at the close of business on July 25, 2008, as the record date for the determination of shareholders2011 are entitled to notice of, and to vote at, this meeting and at any and all adjournments thereof. A list of such holders will be open for examination by any shareholder, at the Company’s Corporate Headquarters at the address described above, beginning two business days after the date hereof and continuing through the meeting.Annual Meeting.

By Order of the Board of Directors,

Brian J. Johnson

Director ofVice President – Finance and Corporate

Secretary

August 11, 20085, 2011

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on September 19, 2008.16, 2011

The Proxy Statement and Annual Report to shareholders are available

at www.edocumentview.com/casy.www.envisionreports.com/casy

PROXY STATEMENTTABLE OF CONTENTS

ABOUT THE ANNUAL MEETING

General

The annual meeting of shareholders of Casey’s General Stores, Inc. (“Casey’s”, the “Company”, “we”, “our” or “us”) will be held at 9:00 a.m., Central Time, on September 16, 2011, at Casey’s Corporate Headquarters, One Convenience Blvd., Ankeny, Iowa (the “Annual Meeting”). The mailing address of the Company’s principal executive offices is P.O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021-8045. This Proxy Statement and the accompanying proxy card are first being given or voting instruction card are being mailed beginning on or about August 11, 2008,5, 2011 to each holder of record of the Common Stock,common stock, no par value (the “Commonper share (“Common Stock”), of Casey’s General Stores, Inc. (the “Company”) at the close of business on July 25, 2008. Proxies in2011 (the “Record Date”). On the form enclosed are solicited by theRecord Date, there were 38,044,209 shares of Common Stock outstanding. Each share of Common Stock will be entitled to one vote on all matters.

Casey’s Board of Directors (the “Board of Directors” or “Board”), through this Proxy Statement and the Companyaccompanying proxy card, is soliciting your vote on matters being submitted for useshareholder approval at the Annual Meeting and any adjournments or postponements thereof. At the Annual Meeting, shareholders will vote on the election of two directors, the ratification of KPMG LLP as Casey’s independent auditor for 2012, an advisory vote on our named executive officer compensation, an advisory vote on the frequency of such future “say on pay” votes , and such other business as may properly come before the Annual Meeting.

The Board of Directors is not aware at this date of any matter proposed to be presented at the Annual Meeting other than those described in this Proxy Statement. The persons named on the accompanying proxy card will have discretionary authority to vote on any other matter that is properly presented at the meeting, according to their best judgment.

Securities Entitled to Vote

The only securities eligible to be voted at the Annual Meeting are shares of Common Stock. Only holders of Common Stock at the close of business on the Record Date (July 25, 2011) are entitled to vote. Each share of Common Stock represents one vote, and all shares vote together as a single class. There were 38,044,209 shares of Common Stock issued and outstanding on the Record Date.

Quorum; Vote Required

The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be heldcast at the Casey’s General Stores, Inc. Corporate Headquarters, One Convenience Boulevard, Ankeny, Iowa 50021,meeting constitutes a quorum. Shareholders are entitled to one vote per share. Shares of Common Stock held by shareholders abstaining from voting but otherwise present at 9:00 A.M., central time,the meeting in person or by proxy (“abstentions”) and votes withheld are included in determining whether a quorum is present. Broker shares that are not voted on Friday, September 19, 2008.a particular proposal because the broker does not have discretionary voting power for that proposal and has not received voting instructions from the beneficial owner (“broker non-votes”) are included in determining whether a quorum is present.

ShareholdersIn the election for directors, every shareholder has the right to vote each share of recordCommon Stock owned by such shareholder on the Record Date for as many persons as there are directors to be elected. Cumulative voting is not permitted. To be elected, a director-nominee must receive a plurality of the votes cast at the meeting. Only votes cast FOR a nominee will be counted. Abstentions, votes withheld and broker non-votes will not be counted as votes cast for such purpose and therefore will have no effect on the results of the election.

The proposal to ratify the selection of the independent auditors must receive a majority of the votes cast at the Annual Meeting. Abstentions will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote.

To be approved, the advisory non-binding resolution on our named executive officer compensation must receive a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast for such purposes and therefore will have no effect on the results of the vote.

For the vote concerning the frequency of future advisory votes on our named executive officer compensation, the alternative receiving a plurality of the votes cast at the Annual Meeting will be deemed to be the preferred alternative of the shareholders. Abstentions will not be counted as votes cast for such purpose, and therefore will have no effect on the results of the vote.

How To Vote; Submitting Your Proxy; Revoking Your Proxy

Your vote is very important to the Company. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares today.

You may vote your shares either by voting in person at the Annual Meeting or by grantingsubmitting a completed proxy. Holders of Common Stock being held in street name mayBy submitting a proxy, you are legally authorizing another person to vote by submitting voting instructions to their broker or nominee. In either circumstance, shares may be voted in one of the following ways:

When a shareholder votes by proxy, theWilliam C. Kimball to vote your shares represented thereby will be voted at the meeting in accordance with the shareholder’s instructions. voting instructions you indicate on your proxy card.

If no instructions are given on a signedyou submit your executed proxy card designating Messrs. Myers and Kimball as the proxy willindividuals authorized to vote your shares, but you do not indicate how your shares are to be voted,FOR the election as directors of the nominees named herein andFOR ratification of the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending April 30, 2009.

A person giving a proxy may revoke it at any time before it is voted. Any shareholder attending the meeting may, on request, vote his or her own then your shares even though the shareholder has previously granted a proxy. Unless revoked, the shares of Common Stock represented by proxies will be voted by those individuals in accordance with the Board of Directors’ recommendations, which are described in this Proxy Statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then each of these individuals will have the authority to vote your shares on allthose matters in accordance with his discretion and judgment. The Board of Directors currently does not know of any matters to be acted uponraised at the meeting.Annual Meeting other than the proposals contained in this Proxy Statement.

For participants inWe urge you to vote by doing one of the Casey’s General Storesfollowing:

If you hold shares through the Company’s 401(k) Plan (the “KSOP”), such shares are not registered in your name, and your name will not appear in the voting instruction card directs Delaware Charter Guarantee &Company’s register of shareholders. Instead, your shares are registered in the name of a trust, which is administered by Principal Trust Company (the “Trustee”),. Only the trustee ofTrustee will be able to vote your shares (even if you personally attend the KSOP, with respect to voting of the shares held in the participants’ accounts. Participantsmeeting). You can direct the voting of

the shares allocated to theiryour accounts on the Internet, by telephone or by returning the signed instructionproxy card in the envelope provided, but cannot direct the voting of theiryour KSOP shares in person at the meeting. If voting instructions for shares in the KSOP are not returned, those shares will be voted by the Trustee in the same proportion as the shares for which voting instructions are returned by the other participants in the KSOP.To allow sufficient time for the Trustee to tabulate the vote of the KSOP shares, participant instructions must be received before the close of business11:59 p.m., Eastern Time, on September 17, 2008.14, 2011.

The costIf you have previously submitted a proxy card, you may change any vote you may have cast by following the instructions on the proxy card to vote by telephone or via the Internet, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, or by attending the Annual Meeting and voting your shares in person. If your shares are registered in the “street name” of soliciting proxiesa bank, broker or other holder of record, please contact the applicable bank, broker or record holder for instructions on how to change or revoke your vote.

Your proxy is revocable. If you are a shareholder of record, after you have submitted your proxy card, you may revoke it by mail before the Annual Meeting by sending a written notice to Brian J. Johnson, Vice President—Finance and Corporate Secretary, Casey’s General Stores, Inc., P.O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021-8045. If you wish to revoke your submitted proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting instructions. Please mail any new proxy card in sufficient time for it to be received by the morning of September 16, 2011. If you are a shareholder of record and you voted your proxy card by telephone or via the Internet, you may revoke your submitted proxy and/or submit new voting instructions by that same method, which must be received by 11:59 p.m., Eastern Time, on September 15, 2011. You also may revoke your proxy card by attending the Annual Meeting and voting your shares in person. Attending the Annual Meeting without taking one of the actions above will not revoke your proxy. If you are a beneficial owner, or you hold your shares in “street name” as described below, please contact your bank, broker or other holder of record for instructions on how to change or revoke your vote.

Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your completed proxy card prior to the Annual Meeting in accordance with the above instructions so that your shares will be borne byrepresented and voted in accordance with your instructions. Even if you plan to attend the Company. The Company expectsAnnual Meeting in person, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to solicit proxies primarily by mail. Proxies may also be solicited personally and by telephone by certain officers and regular employeesattend the Annual Meeting.

If your shares are not registered in your name but in the “street name” of the Company. The Company may reimburse brokers and their nominees for their expenses in communicating with the persons for whom they hold shares of the Company.

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SHARES OUTSTANDING

Holdersa bank, broker or other holder of record (a “Nominee”), then your name will not appear in the Company’s register of the Common Stock at the close of business onshareholders. Your Nominee, as the record date, July 25, 2008,holder of your shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your Nominee, your Nominee will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items (those shares are treated as broker non-votes). The election of directors will be a “non-discretionary” item for any Nominee holding shares on your behalf. In addition, the two advisory votes on our named executive officer compensation and the frequency of such advisory votes in the future will be “non-discretionary” items. As a result, if your shares are held in “street name” and you do not provide instructions as to how your shares are to be voted, your Nominee will not be able to vote your shares in the election of directors or on the two advisory proposals. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your Nominee unless you have a proxy from your Nominee. If you do not provide instructions to your Nominee and your Nominee does not vote your shares on your behalf with respect to the ratification of the selection of the independent auditors (which is a “discretionary” item), your shares will not be counted in determining whether a quorum is present for the Annual Meeting. If your Nominee exercises its “discretionary” authority to vote your shares on the ratification of the selection of the independent auditors, your shares will be counted in determining whether a quorum is present for all matters to be presented at the Annual Meeting. OnWe urge you to provide instructions

to your Nominee so that your votes may be counted on these important matters. Please contact your Nominee for the record date, 50,772,162 sharesdeadlines for submission of Common Stock were outstanding. Each such shareyour vote. Your proxy is revocable. Please contact your Nominee for instructions on how to change or revoke your vote.

Important Notice Regarding the Availability of Common Stock will be entitledProxy Materials for the Annual Meeting

Information on how to one vote on all matters.

The following table contains information with respect to each person, including any group, known to the Company to be the beneficial owner of more than 5% of the Common Stock of the Company as of the dates indicated in the footnotes following the table. Except as otherwise indicated, the persons listed in the table have the voting and investment powers with respect to the shares indicated.

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VOTING PROCEDURES

Under Iowa corporate law and the Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the 2008 Annual Meeting.

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Accordingly, the eight nomineesobtain directions for election as directorsattendance at the Annual Meeting who receiveand to vote in person are available by contacting Brian J. Johnson, Vice President—Finance and Corporate Secretary, at (515) 965-6587, or by writing to us at:

Casey’s General Stores, Inc.

Corporate Secretary

P.O. Box 3001

One Convenience Blvd.

Ankeny, Iowa 50021-8045

The Company makes available, free of charge on its Web site, this Proxy Statement, the greatest number of votes cast for election will be the duly elected directors. The affirmative vote of a majorityAnnual Report to Shareholders, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the sharesSecurities Exchange Act of Common Stock present in person1934, as amended (the “Exchange Act”) as soon as reasonably practicable after these documents are electronically filed with, or represented by proxy is required for ratification offurnished to, the appointment ofSEC. These documents are posted on the independent auditor. AbstentionsWeb site at www.caseys.com. Select the “Investors” link and any “broker non-votes,” which occur when brokers are prohibited from exercising voting authority for beneficial owners who have not provided voting instructions, will not be counted for the purpose of determining the number of votes cast.choose “SEC Filings”.

PROPOSAL 1

ELECTION OF DIRECTORS

TheIntroduction

With the passing of Ronald M. Lamb on June 11, 2010, the Board of Directors currently consists of eight persons. Under the Restatement of the Restated and Amended Articles of Incorporation, as amended (the “Restated Articles”), the Board of Directors may consist of up to nine persons, and individuals may be elected by the Board to fill any vacancies or to occupy any new directorships,directorships. The person filling such vacancy or newly-created directorship would serve out the remainder of the term of the vacated directorship or, in the case of a new directorship, the term designated for the particular director.

In accordance with such individual servingrecent amendments to the Iowa Business Corporation Act (the “Act”), the Restated Articles were amended by the Board of Directors on May 19, 2011 to implement the staggering of the terms of directors required by new Section 490.806A, subsection 1, of the Act. Three classes of directors have been established, referred to as “Class I directors”, “Class II directors”, and “Class III directors.” By separate action of the Board required under the Act, two members of the Board (Mr. Myers and Ms. Bridgewater) were designated as Class I directors; three members of the Board were designated as Class II directors (Mr. Kimball, Mr. Haynie and Mr. Wilkey); and three members of the Board were designated as Class III directors (Mr. Danos, Mr. Horak and Mr. Lamberti). The terms of the Class I directors continue in each caseoffice until the nextAnnual Meeting, and until their successors are elected. The Class II directors shall continue in office until one year following the Annual Meeting, and until their successors are elected. The Class III directors shall continue in office until two years following the Annual Meeting, and until their successors are elected. At each annual meeting of shareholders, commencing with the Annual Meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term of three years following such meeting and until a successor is duly elected and qualified.their successors are elected.

Information Concerning the Board’s Nominees

The Board of Directors has accepted the recommendation of the Nominating and Corporate Governance Committee that the eighttwo individuals named below be designated as the Board’s nominees for election to the Board of Directors as Class I directors at the Annual Meeting. Both of the Board’s nominees are currently Class I directors of the Company at the 2008 Annual Meeting of shareholders. All nominees are currently directors of the Company. Alland have been previously elected by the shareholders, except Jeffrey M. Lamberti who was appointed to the Board of Directors on March 5, 2008. Directors are elected to hold office until the next annual election and, in each case, until their respective successors are duly elected and qualified.shareholders.

Additional information regarding each of thesethe Board’s nominees is set forth below. The number of shares of Common Stock of the Company beneficially owned by each of the Board’s nominees as of July 25, 2008the Record Date is set forth on page 10.14. Except as may be otherwise expressly stated, allboth of the Board’s nominees for directorselection to the Board of Directors have been employed in the capacities indicated for more than five years.

It is intended that all proxies in(in the accompanying form,form), unless contrary instructions are given thereon, will be voted forFOR the election of all the two persons designated by the Board of Directors as nominees. In the event of death or disqualification of any nominee,either of the Board’s nominees, or the refusal or inability of any nomineeeither of the Board’s nominees to serve as a Class I director, the enclosed proxy may be voted with discretionary authority for the election of a substitute nominee approved by the Board of Directors.

The Board of Directors recommends a voteFOR election of the following nomineesNominees For Election as directors of the Company:Class I Directors—Terms to Expire in 2014

Ronald M. Lamb, 72, Chairman of the Board and retired Chairman of the Executive Committee. Mr. Lamb joined the Company in 1971, and served as Chairman of the Board and Chief Executive Officer from 1998 until June 21, 2006, and as Chairman of the Executive Committee from then until his retirement on April 30, 2008. Mr. Lamb has been a director of the Company since 1981.

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Robert J. Myers, 61,64, President and Chief Executive Officer of the Company. Mr. Myers has been associated with the Company since 1989. He served as Senior Vice President from December 1998 until May 2002, when he assumed the position of Chief Operating Officer. He was elected to his current position as President and Chief Executive Officer onin June 21,2006, and has been a director of the Company since 2006. Mr. Myers brings to the Board extensive experience and knowledge regarding the convenience store industry, and a complete understanding of the Company’s business, its vision and strategy.

Diane C. Bridgewater, 48, Executive Vice-President, Chief Financial and Administrative Officer of LCS, a national leader in the planning, development and management of senior living communities and provider of senior living services. Prior to her employment with LCS in October 2006, Ms. Bridgewater was employed by Pioneer Hi-Bred International, Inc., a subsidiary of E.I. du Pont de Nemours & Company, for 18 years, in roles including Vice President and Chief Financial Officer and Vice President and Business Director, North America Operations. Ms. Bridgewater has been a director of the Company since 2007. Ms. Bridgewater brings a thorough knowledge and understanding of generally accepted accounting principles and auditing standards to the Board, and as an active chief financial officer, important insights as to corporate “best practices” and policies.

Directors Continuing in Office as Class II Directors—Terms to Expire in 2012

Kenneth H. Haynie, 75, former shareholder with78, retired lawyer and formerly “of counsel” to the Des Moines, Iowa law firm of Ahlers & Cooney, P.C. Since his retirement on December 31, 2002, he has served in an of counsel capacity, with no interest in the ownership or earnings of the law firm. He has served as a director of the Company since 1987. Through his legal and transactional experience as an attorney, Mr. Haynie brings a critical risk management perspective to the Board, along with a broad understanding of the Company’s business strategies and operational challenges.

Patricia Clare SullivanWilliam C. Kimball, 80, former President63, retired Chairman and Chief Executive Officer (1977-1993)of Medicap Pharmacy, Inc., Presidenta national franchisor of External Affairs (1993-1995)community retail pharmacies, and currently a partner in Kimball-Porter Investments, LLC, an Iowa-based investment company. Mr. Kimball also serves as a member of Mercy Health Centerthe Board of Central Iowa, Des Moines, Iowa. Ms. SullivanDirectors of Principal Mutual Funds. Mr. Kimball has served asbeen a director of the Company since 1996.2004. Mr. Kimball’s qualifications include his demonstrated leadership and knowledge of operational and financial issues facing a large retail corporation gained from his experience as founder and CEO of Medicap Pharmacy, and his understanding of retail markets and growth companies.

Richard A. Wilkey, 71, management and development consultant since 1990 to various companies in the Midwest. Mr. Wilkey is a former City Manager of the City of Des Moines (1974-85) and former

President of the Racing Association of Central Iowa (1986-89). He was employed by the Weitz Corporation (1985-90) as Executive Vice President of Administration and Finance and as President of Life Care Services Corporation, a major subsidiary of the Weitz Corporation. He has been a director of the Company since 2008. In addition to his experience providing strategic consulting services, Mr. Wilkey brings a broad public policy and local community perspective to the Board, along with extensive executive and management experience.

Directors Continuing in Office as Class III Directors—Terms to Expire in 2013

Johnny Danos, 68, former71, Director of Strategic Development for LWBJ, LLC, a public accounting and consulting firm located in West Des Moines, Iowa. From 1995 until 2008, Mr. Danos served as President of the Greater Des Moines Community Foundation, a charitable public foundation dedicated to improving the quality of life in Greater Des Moines. Mr. Danos was employed by KPMG LLP (and its predecessor firms) for over 30 years, and retired as the managing partner of its Des Moines office in 1995. He has been a director of the Company since 2004. Mr. Danos also is a member of the Board of Directors of the Federal Home Loan Bank of Des Moines.

William C. Kimball, 60, retired Chairman and Chief Executive Officer of Medicap Pharmacy, Inc., a national franchisor of community retail pharmacies. Mr. Kimball also serves as a member of the Board of Directors of Principal Mutual Funds and as Past Chair of the Board of Trustees of William Penn University. Mr. Kimball He has been a director of the Company since 2004.

Diane C. Bridgewater,45, Vice-President, Chief Financial Officer Mr. Danos brings extensive financial and Treasurer of Life Care Services, LLC, aaccounting experience to the Board, as well as broad community perspective and executive leadership skills from his experience with the Greater Des Moines-based manager and developer of continuing care retirement communities throughout the United States. Prior to her employment with Life Care Services, LLC, Ms. Bridgewater was employed by Pioneer, a DuPont Company for 18 years, most recently as its Vice President and Chief Financial Officer (2006). She also served as Vice President and Business Director, North America Operations (2004-2006) and Global Customer and Sales Services Director (2001-2003). Ms. Bridgewater has been a director of the Company since 2007.Moines Community Foundation.

Jeffrey M. Lamberti, 45,48, President and Managing Shareholder with the Ankeny, Iowa law firm of Handley, Block, Lamberti & Gocke, P.C. Mr. Lamberti served as an Iowa State Senator from 1999 to 2006 and as President of the Iowa Senate from 2004 to 2006. He is the son of Donald F. Lamberti, a founder of the Company. Mr. Lamberti has been a director of the Company since March 5, 2008. With his legal background and his experience in the Iowa General Assembly, Mr. Lamberti is able to provide important public policy, governance and legal perspective to the Board, as well as valuable operational and strategic expertise.

TheH. Lynn Horak, 65, past Regional Chairman with Wells Fargo Regional Banking. Mr. Horak held many positions with Wells Fargo Bank beginning in 1972, including Executive Vice President and Chief Financial Officer from 1981 to 1986, President and Chief Operating Officer from 1986 to 1991, and Chief Executive Officer and Chairman of the Board of Regional Banking for Iowa, Nebraska and Illinois from 1991 until November 2007. Mr. Horak served as a member of the Board of Directors of Iowa Telecommunications Services, Inc. until June 2010 and executive officersalso serves on the board of the Company will miss John R. Fitzgibbon,directors of four other non-public companies. He has been a director of the Company since 1983, who passed away on March 2, 2008.2009. Mr. Fitzgibbon provided well-reasoned adviceHorak brings a wealth of knowledge and counsel to the Boardexperience from his career with Wells Fargo, including significant executive leadership experience and will be missed by all who knew him.

The Boarda critical understanding of Directorsconsumer behavior and executive officers will also miss the insightful advice and leadership of Donald F. Lamberti, who resigned from the Board on March 4, 2008.

4retail markets.

GOVERNANCE OF THE COMPANY

In accordance with applicable Iowa law, theBoard of Directors

The business and affairs of the Company are managed under the direction of the Board of Directors. Directors are expected to attend all Board meetings and meetings of the committees on which they serve, and each annual shareholders meeting. All of the members ofoverseen by the Board of Directors attended last year’s Annual Meeting of shareholders, except Jeffrey M. Lamberti who was not a memberpursuant to the Iowa Business Corporation Act and the Bylaws. Members of the Board of Directors at that time.

The Board of Directors held four meetings during the fiscal year ended April 30, 2008, and each memberare kept informed of the Company’s business through discussions with the President and Chief Executive Officer, by reviewing materials provided to them, and by participating in Board of Directors attended 75% or more of the aggregate number of Board meetings and meetings of committees on which the member served.committee meetings. At intervals between formal meetings, members of the Board are provided with various items of information regarding the Company’s operations and are frequently consulted on an informal basis with respect to pending business.

Directors are expected to attend all Board meetings and meetings of the committees on which they serve and each annual shareholders meeting. The Board of Directors held seventeen meetings (four regular and thirteen special) during the fiscal year ended April 30, 2011 (the “2011 fiscal year”), and acted once by unanimous consent. Each incumbent director attended 75% or more of the aggregate number of Board meetings and meetings of committees on which the director served. All of the incumbent members of the Board of Directors attended last year’s annual meeting of shareholders.

Board Leadership Structure and Presiding Director

The Bylaws have for many years provided for a combined leadership structure, under which the Chief Executive Officer presides at all meetings of shareholders and the Board of Directors. Mr. Myers has been serving as chairman at meetings of the Board of Directors since March 2010, but has not been formally designated as Chairman of the Board. The Board has not appointed a lead independent director. The combined leadership structure has proven effective for the Company historically in terms of the Company’s financial performance and corporate governance. The Board believes that the current leadership position is the right corporate governance structure for the Company at this time because it most effectively utilizes Mr. Myers’s experience and knowledge concerning the Company, including by allowing him to lead Board discussions regarding the Company’s business and strategy, and provides unified leadership for the Company.

Although the Board believes that it is most effective for the Chief Executive Officer to preside at meetings of the Board of Directors, it also recognizes the importance and need for strong independent leadership on the Board. Consistent with that belief, the independent directors (seven of the eight individuals currently serving on the Board are considered independent under the Nasdaq Listing Standards) met in executive session without management present six times during the 2011 fiscal year, and the Board has determined that such executive sessions will continue to be held at least twice each year in the future. The presiding director at such meetings generally has been Mr. Kimball. The Board also believes the standing Board committees (described below) help provide appropriate oversight and independent leadership.

Director Independence

In making independence determinations, the Board of Directors observes the criteria for independence set forth in the Nasdaq Listing Standards. Consistent with these criteria, the Board has reviewed all relationships and material transactions between the Company and members of the Board (and any affiliated companies), and has affirmatively determined that Ms. Bridgewater, Mr. Danos, Mr. Haynie, Mr. Danos,Horak, Mr. Kimball, Ms. SullivanMr. Lamberti and Ms. BridgewaterMr. Wilkey are considered “independent” directors, as that term is defined inindependent within the meaning of the Nasdaq Listing Standards. As such, a substantial majority of the Board of Directors is considered “independent” as so defined. In reaching this conclusion, the Board of Directors considered the facts and circumstances of Mr. Haynie’s relationship with Ahlers &and Cooney, P.C., andincluding the fact that he has had no interest in the ownership or earnings of the law firm since his retirement in 2002. In light of the foregoing, the Board determined that the relationship was not material and does not interfere with Mr. Haynie’s independent judgment in carrying out his responsibilities as a director. The independent directors met in executive session without management present during two of the Board meetings held during the fiscal year ended April 30, 2008, and the Board of Directors also considered the payments that Mr. Lamberti’s father, Donald F. Lamberti, receives from the

Company under the Non-Qualified Supplemental Executive Retirement Plan (which the Board determined to be non-discretionary retirement compensation) and the contingent beneficial interest Mr. Lamberti has under the trust agreement described under “Director Compensation—Certain Relationships and Related Transactions” and concluded that neither interest was material or would interfere with the exercise of Mr. Lamberti’s independent judgment in carrying out his responsibilities as a director. Finally, in considering Mr. Horak’s independence, the Board considered the payments made by the Company to Iowa Telecommunications Services, Inc. in the ordinary course for telecommunication services, and determined that such executive sessions will be held at least twice each yearthese payments were not material and would not interfere with Mr. Horak’s independent judgment in the future.carrying out his responsibilities as a director.

Board Committees

The Bylaws of the Company establish four standing committees of the Board of Directors: the Executive Committee, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, the Bylaws authorize the Board of Directors to establish other committees for selected purposes.

Executive Committee

The Executive Committee presently consistingconsists of Mr. Lamb (Chair),Myers, Mr. MyersHaynie, Mr. Kimball and Mr. Haynie,Wilkey. The Executive Committee is authorized, within certain limitations set forth in the Bylaws, to exercise the power and authority of the Board of Directors between meetings of the full Board. The Executive Committee met oncedid not meet during the 2011 fiscal year ended April 30, 2008.year.

Audit Committee

The Audit Committee presently consists of Ms. Bridgewater (Chair), Mr. Danos, Mr. KimballLamberti and Ms. Sullivan,Mr. Horak, all of whom are “independent” under the criteria established by the SEC and Nasdaq.the Nasdaq Listing Standards. The Board of Directors has approved the designation of Ms. Bridgewater as an “audit committee financial expert” as that is defined under Item 401(h)407(d)(5) of SEC Regulation S-K.

The Audit Committee performs the duties set forth in its written Charter (which is available on the Company’s website—www.caseys.com)Web site—www.caseys.com). Under its Charter, the Audit Committee is directly responsible for the appointment, termination, compensation and oversight of the independent public accounting firm it retains to audit the Company’s books and records. The Audit Committee regularly reports to the Board on the audit and the non-audit activities of the auditors, approves all audit engagement fees and pre-approves any non-audit engagement and compensation of the independent auditors.

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The Audit Committee has established a regular schedule of meetings to be held five times each year with financial management personnel, internal accounting and auditing staff and the independent auditor. During these meetings, the Audit Committee also meets separately in executive sessions with the internal auditing staff and the independent auditor. The Audit Committee met five times during the 2011 fiscal year ended April 30, 2008.year. The report of the Audit Committee is included herein on page 38.

Compensation Committee

The Compensation Committee presently consists of Mr. Haynie (Chair), Mr. Danos,Kimball, Mr. Kimball, Ms. SullivanWilkey and Ms. Bridgewater,Mr. Horak, all of whom are “independent” under the Nasdaq criteria.Listing Standards. The Compensation Committee annually reviews the performance of the Chief Executive Officer and reviews management’s evaluation of the performance of the Company’s senior officers and their compensation arrangements, and makes recommendations to the Board of Directors concerning the compensation of the Chief Executive Officer and the Company’s senior officers. The Compensation Committee’s determination (and its deliberations) of the Chief Executive Officer’s compensation are done in executive session, without the presence of management, including the Chief Executive Officer. The Chief Executive Officer may make recommendations regarding the

compensation of executive officers and participate in such deliberations but shall not vote to approve or recommend any form of compensation for such executive officers. The Compensation Committee also authorizes awards of stock options and restricted stock units to the executive officers, and from time to time, makes recommendations regarding the compensation of directors.

As set forth in its written Charter (which is available on the Company’s website—www.caseys.com)Web site—www.caseys.com), the Compensation Committee has authority to retain and terminate executive compensation consulting firms to advise the Compensation Committee and, from time to time, retains compensation consultants to assist with the Compensation Committee’s review and development of its compensation recommendations. Most recently,During the fiscal year ended April 30, 2009 and the 2010 fiscal year, the Compensation Committee retained the services of Hewitt Associates, as a consultant to assist itan independent human resources consulting firm, in preparingconnection with the employment agreement betweencreation and implementation of the CompanyCasey’s General Stores, Inc. 2009 Stock Incentive Plan (the “2009 Stock Incentive Plan”). The scope and Mr. Myers that was executed in March 2007. The Committee also has retainednature of the services provided by Hewitt Associates were limited to assist in reviewing possible long term incentiveassisting and advising the Compensation Committee on the terms and conditions of the 2009 Stock Incentive Plan. Hewitt Associates reported on such matters directly and exclusively to the Compensation Committee and did not do any other work for the Company. No compensation arrangements.consultants were engaged during the 2011 fiscal year.

The Compensation Committee also administers the 20002009 Stock OptionIncentive Plan, which was approved by the shareholders at the 2009 annual meeting of shareholders. The practice of the Company. The current practice has beenCompensation Committee under the predecessor stock option plan was to consider a grant of stock options every other year in June. The Board of Directors has approved a policy statement concerning the granting of stock options as described on page 14.(see the discussion under “Compensation Discussion and Analysis—Additional Compensation Policies—Option Grants”). Grants of all stock options are required to be made at the last reported sales price of the underlying shares on the grant date.

The Compensation Committee met twicefive times during the 2011 fiscal year ended April 30, 2008.year. The report of the Compensation Committee is included herein on page 17.

Compensation Committee Interlocks and Insider Participation23.

No member of the Compensation Committee is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related party.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee presently consists of Ms. SullivanMr. Lamberti (Chair), Mr. Haynie, Mr. Danos, Mr. Kimball and Ms. BridgewaterMr. Wilkey, all of whom are “independent” under the Nasdaq criteria.Listing Standards. The Nominating and Corporate Governance Committee generally reviews the qualifications of candidates proposed for nomination to the Board of Directors, recommends to the Board candidates for election at the Annual Meetingannual meeting of shareholders and performs the other duties set forth in its written Charter (which is available on the Company’s website—www.caseys.com)Web site—www.caseys.com). Under Charter amendments approved by the Board of Directors in December 2008, the Nominating and Corporate Governance Committee’s responsibilities were expanded to include the recommendation to the Board of corporate governance policies or guidelines that should be applicable to the Company, and the responsibility to lead the Board in an annual review of the Board’s performance (see “Governance Policies” below). The Nominating and Corporate Governance Committee met twice and acted once by unanimous consent during the 2011 fiscal year ended April 30, 2008.year.

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The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders if they are submitted in accordance with the Amended and Restated Bylaws (“Bylaws”).Bylaws. Briefly, the Bylaws contain specific advance notice procedures relating to shareholder nominations of directors and other business to be brought before an annual or special meeting of shareholders other than by or at the direction of the Board of Directors. Under the Bylaws, in order for a shareholder to nominate a director candidate for election at an annual meeting of shareholders, the shareholder must deliver written notice thereof to the Corporate Secretary of the Company at leastnot less than 90 days nor more than 120 days prior to the one-yearfirst anniversary date of the date of the immediately preceding annual meeting of shareholders. In the case of shareholder nominations to be considered at the 2009 Annual Meeting, 2012 annual meeting,

therefore, such notice must be received by the Corporate Secretary by no earlier than May 19, 2012 and no later than June 19, 2009.18, 2012. The notice must set forth certain information concerning such shareholder and the shareholder’s nominee(s), including but not limited to their names and addresses, occupation, share ownership, rights to acquire shares and other derivative securities or short interests held, a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, a description of all arrangements or understandings between the shareholder and each nominee, such other information as would be required to be included in a proxy statement pursuant to the proxy rules of the SEC had the nominee(s) been nominated by the Board of Directors, and the consent of each nominee to serve as a director of the Company if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.provisions of the Bylaws. A copy of the Bylaws may be obtained by request addressed to Brian J. Johnson, Director of Vice President—Finance and Corporate Secretary, Casey’s General Stores, Inc., P.O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021.50021-8045.

The Nominating Committee’s Charter sets forth, among other things, the minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by a Nominating Committee-recommended nominee, and the specific qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for one or more of the Company’s directors to possess. In considering individuals for nomination as directors, the Nominating and Corporate Governance Committee typically solicits recommendations from the current directors and is authorized to engage search firms to assist in the process, although it has not done so to date.

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DIRECTOR COMPENSATION

DuringThe Nominating and Corporate Governance Committee considers a number of factors in making its nominee recommendations to the fiscal year ended April 30, 2008,Board, including, among other things, a candidate’s employment and other professional experience, past expertise and involvement in areas which are relevant to the Company’s business, business ethics and professional reputation, independence, other board experience and the Company’s desire to have a Board that represents a diverse mix of backgrounds, perspectives and expertise. In addition to the information set forth above concerning each director who was not a Company employee was compensated for servicesof the Board’s nominee’s specific experience and qualifications that led the Nominating and Corporate Governance Committee to conclude that he or she should serve as a director, by an annual retainer of $25,000the Nominating and a meeting fee of $1,000 forCorporate Governance Committee believes each shareholder, Board and Committee meeting attended. The Chair of the Compensation,incumbent directors has demonstrated outstanding achievement in his or her professional career, wisdom, personal and professional integrity, and independent judgment.

The Company does not have a formal policy for considering diversity in identifying and recommending nominees for election to the Board, but the Nominating and Audit CommitteesCorporate Governance Committee considers diversity of viewpoint, experience, background and other qualities in its overall consideration of nominees qualified for election to the Board.

Succession Planning Committee

In December 2008, the Board of Directors established a Succession Planning Committee, with Mr. Danos serving as its Chair, to regularly review succession planning for the Chief Executive Officer and other executive officer positions. Other members of the Succession Planning Committee include Messrs. Kimball, Lamberti, Wilkey and Horak. The Succession Planning Committee met once during the 2011 fiscal year.

Governance Policies

In March 2009, the Nominating and Corporate Governance Committee recommended, and the Board of Directors approved, several corporate governance policies that were compensated for such services by an annual retainer of $5,000.considered to be generally consistent with current Board or Company employeespractice, even though they had not been previously stated as a formal policy position:

1. That the Chief Executive Officer be prohibited from serving on the Board do not receive any compensationboards of more than two other companies, which for servicesthis purpose includes public companies as well as not-for-profit organizations or other entities that are likely to require a director. The Company reimburses all directors for travel and other necessary business expenses incurred in the performance of their services for the Company and extends coveragesimilar time commitment. Prior notice to them under the Company’s group life insurance plan, with individual coverages of up to $50,000 each.

Effective May 1, 2008, the annual retainer for non-employee directors will be increased to $40,000 and Board meeting fees will be eliminated, while Committee meeting fees will remain at $1,000. The annual retainer for the Board and Committee chairs also will be increased to $6,000. Non-employee directors also will be reimbursed for costs associated with their attendance at seminars relating to corporate governance matters, up to a maximum of $5,000 per year.Directors is required before acceptance of any such position.

Under the Non-Employee Directors’ Stock Option Plan approved by the shareholders at the 1995 Annual Meeting (the “Director Stock Plan”), each Eligible Non-Employee Director (defined in the Director Stock Plan as any person who is serving as a non-employee director

2. That all members of the CompanyBoard of Directors serve on no more than two other public company boards. In addition, service on the last dayboards of a fiscal year) annually receives an option to purchase 2,000 shares of Common Stock. The exercise price of all options awarded under the Director Stock Plan is the average of the last reported sale prices of shares of Common Stock on the last trading day of each of the 12 months preceding the award of the option. The term of such options is ten years from the date of grant, and each option is exercisable immediately upon grant. The aggregate number of shares of Common Stocknot-for-profit organizations or other entities that may be granted pursuant to the Director Stock Plan may not exceed 200,000 shares, subject to adjustment to reflect any future stock dividends, stock splits or other relevant capitalization changes. In accordance with the terms of the Director Stock Plan, Messrs. Haynie, Danos, Kimball, Lamberti, Ms. Sullivan and Ms. Bridgewater each received an option on May 1, 2007 to purchase 2,000 shares of Common Stock at an exercise price of $24.11 per share.

The following table sets out the compensation paid to or on behalf of our directors during the fiscal year ended April 30, 2008:

Director Compensation Table

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Certain Relationships and Related Transactions

The Company hasrequire a written policy requiring the approval by the Audit Committee of transactions between the Company and “related parties” thatsimilar time commitment are required to be disclosed under Item 404and acceptable to the Board.

3. That all members of Regulation S-K, unless the transaction is availableBoard of Directors attend at least one director education or governance-related program every three years.

4. That the Succession Planning Committee of the Board regularly review a succession plan with the Chief Executive Officer and keep the full Board informed of its discussions with the Chief Executive Officer on succession planning matters.

5. That all members of the Board of Directors commit to all employees generally or unless the transaction involves less than $5,000, when aggregated with all similar transactions. “Related parties” include senior officers or directors (and their immediate family members),becoming shareholders owning more than five percent of the Company orwithin two years of their election to the Board, and that all executive officers similarly maintain an entity that is either owned or controlled by such individuals or an entity over which such individuals have a substantial ownership interest in the Common Stock of the Company, either directly or control.through the KSOP.

AtThe Nominating and Corporate Governance Committee typically conducts an annual review of the Board’s performance.

Board’s Role in Risk Oversight

The Board as a whole has on-going responsibility for risk management oversight, with reviews of certain areas being conducted by the relevant Board committees that report on their deliberations to the Board. The oversight responsibility of the Board and its committees is largely achieved through periodic reporting by management to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. A Risk Committee (comprised of senior management and other key personnel) meets quarterly to provide recommendations to the Chief Executive Officer for further action, with periodic progress reports on the same being provided to the Board of Directors. Oversight responsibilities for various risks have been assigned to different Risk Committee members and are reviewed annually, and coordinated with internal audit and the independent auditors. Areas of focus include competitive, economic, operational, financial, legal, regulatory, compliance, health, safety and environment, political and reputational risks.

Shareholder Communications

It is the general policy of the Board that management speaks for the Company. To the extent shareholders would like to communicate with a Company representative, they may do so by contacting William J. Walljasper, Chief Financial Officer, Casey’s General Stores, Inc., P.O: Box 3001, One Convenience Blvd., Ankeny, Iowa 50021-8045. Mr. Walljasper also can be reached by telephone at (515) 965-6505.

Any shareholder wishing to communicate with one store location inor more Board members should address a written communication to Diane C. Bridgewater, Chair of the Audit Committee, at Capital Square, 400 Locust Street, Suite 820, Des Moines, Iowa 50309-2334. Ms. Bridgewater will forward such communication on to all of the members of the Board, to the extent such communications are deemed appropriate for consideration by the Board.

EXECUTIVE OFFICERS

The Company currently has five executive officers and seven other Vice Presidents. The current executive officers are as follows:

During the past five years, each of the executive officers has served the Company owns the buildingin various executive or administrative positions. Prior to his appointment as President and currently leases the land from a trust created by Donald F. Lamberti’s mother. The Company’s lease extends until September 2012Chief Executive Officer on June 20, 2006, Mr. Myers served as President and provides for a fixed monthly rental payment of $1,300 and payment of an amount equal to 1% of sales by the store. The Company has an option to purchase the property for its fair market value at the endChief Operating Officer of the lease term. Company. Mr. Handley, who has been Chief Operating Officer since June 20, 2006, previously served as Senior Vice President—Store Operations. Mr. Walljasper, who had been Vice President and Chief Financial Officer since 2004, assumed the title of Senior Vice President and Chief Financial Officer on June 20, 2006. Mr. Billmeyer was appointed Senior Vice President—Logistics and Acquisitions on May 1, 2008. Prior to that date, he served as Senior Vice President—Transportation & Support Operations and as Vice President—Transportation. Ms. Jackowski became Senior Vice President—General Counsel & Human Resources effective June 6, 2010. Previously she was Vice President—Human Resources.

PRINCIPAL SHAREHOLDERS

The amounts paid byfollowing table contains information with respect to each person, including any group, known to the Company underto be the lease duringbeneficial owner of more than 5% of the past three fiscal years were $70,819Common Stock as of the dates indicated in fiscal 2008, $62,740the footnotes following the table. Except as otherwise indicated, the persons listed in fiscal 2007the table have the voting and $57,370 in fiscal 2006. The Company does not intendinvestment powers with respect to lease additional store sites or buildings from affiliated persons.the shares indicated.

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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK

BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of July 25, 2008,2011 (other than with respect to the KSOP shares, which is as of April 30, 2011, as discussed in footnote 2 to the following table), the beneficial ownership of shares of the Company’s Common Stock, the only class of capital stock outstanding, by the current directors and the Board’s nominees for directorselection to the Board of the Company,Directors, the executive officers named in the Summary Compensation Table herein, and all current directors and executive officers as a group. Except as otherwise indicated, the shareholders listed in the table have thesole voting and investment powers with respect to the shares indicated.

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See also “Equity Compensation Plan Information” below.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), requires the Company’s officers, directors and owners of more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership with the SEC, and also to furnish the Company with a copy of all such reports that they file. Based solely upon a review of the copies of the reports furnished to the Company, all such reporting persons complied with such reporting obligations during the 2011 fiscal year, endedexcept that reports were inadvertently not filed in a timely manner for (i) the exercise of a stock option by Mr. Haynie on April 30, 2008, except21, 2011 in respect of 2,000 shares and (ii) Mr. FitzgibbonLamberti’s appointment on April 6, 2011 as co-trustee of family trusts, which hold an aggregate of 7,000 shares of Common Stock over which the co-trustees share voting and dispositive power. Mr. Haynie’s report was filed on May 9, 2011 and Mr. Haynie eachLamberti’s report was filed one report late with respect to his exercise of an option granted under the Director Stock Plan.

11on July 26, 2011.

COMPENSATION DISCUSSION AND ANALYSIS

The following section provides a discussion and analysis of compensation paid or awarded to the namedwere our “named executive officersofficers” for the 2011 fiscal year ended April 30, 2008.year: Robert J. Myers, President and Chief Executive Officer; Terry W. Handley, Chief Operating Officer; William J. Walljasper, Senior Vice President and Chief Financial Officer; Sam J. Billmeyer, Senior Vice President—Logistics & Acquisitions; and Julia L. Jackowski, Senior Vice President—Corporate Counsel and Human Resources. In this section, the words “our” and “we” refer to the Company, andword “Committee” refers to the Compensation Committee of the Board of Directors.

Executive Compensation Strategy/Strategy and Objectives

Our executive compensation policies are designed to attract, motivate and retain executives who will contribute to the long-term success of the Company and to reward executives for achieving both short-term and long-term strategic goals of ourthe Company. We also believe it is important to align the interests of the executives with those of our shareholders. In order to achieve these objectives, a significant portion of the compensation forof our named executive officers is linked directly to ourthe Company’s financial performance.performance and to the value of the Common Stock. The Board’s goal is to approve compensation that is reasonable and competitive when all elements of potential compensation are considered.

Role of the Board, the Committee and our Chief Executive Officer in Compensation Decisions for our Named Executive Officers

The Board is responsible for approving base salary increases for each of our named executive officers and approving the performance goals under our annual incentive compensation program. With respect to our named executive officers, the Committee is charged with recommending base salary increases for the Board’s consideration, determining the terms of the annual incentive compensation program and approving stock option grants in the years in which such grants are made. Our Chief Executive Officer is tasked with developing recommendations for the Committee’s consideration for base salary increases and stock option grants for our named executive officers (other than increases in his own base salary and stock option grants to himself, which are determined solely by the Committee).

During the 2011 fiscal year, neither the Board nor the Company engaged a compensation consultant for any purpose.

Components of Compensation

OurAs in prior years, our compensation program hasfor the 2011 fiscal year had four primary components: base salary; short-termannual incentive (bonus) compensation; a long-term incentive compensation in the form of stock option grants;options; and benefits. A significant portion of an executive’sa named executive officer’s compensation is placed at risk, and the only fixed compensation paid is base salary and benefits. The remaining total compensation (short-term incentive bonuses(annual and long-term stock option awards)incentive compensation) for our named executive officers is not guaranteed and the value to theeach executive officer is based on the Company’s and the executive’s performance.

Each executive’s total We believe that this mix of compensation is reviewed in June of each year. Compensation decisions made in June regarding salary increases become effective as of the prior May 1. Stock options typically are awarded every other year. All of these decisions are made in the context of the Company’s performance against targetselements appropriately balances short-term and the individual’s performance against performancelong-term business goals and objectives.

In making recommendationsaligns the interests of our named executive officers with respect to any element of an executive officer’s compensation, the Committee considers the total compensation, including salary, annual bonus and long-term incentive compensation. The Committee’s goal is to recommend compensation that is reasonable and competitive when all elements of potential compensation are considered.our shareholders.

Base Salary

Our Chief Executive Officer recommends the individual base salaries for all other executive officers and the Vice Presidents. Base salaries for executive officers and Vice Presidents of the Company are determined primarily on the basis of each executive officer’s experience, performance and individual responsibilities. Comparative data prepared by theEach fiscal year, our Chief Executive Officer or executive compensation consulting firms also has been considered from time to time byreviews the Committee. Individualbase salaries are reviewed annually. For fiscal year 2008,of the other senior officers, including our named executive officers, received salary increases based on individualin connection with their performance as well as overallreviews. The Chief Executive Officer is assisted in this review by the Director of Human Resources, which includes consideration of internal and external pay equity that ranged from 3.3% to 12.5%.

The base salary of Mr. Myers is set forth in his employment agreement withwithin the Company and may be adjusted duringcomparisons with publicly available information from a variety of sources relating to compensation levels for executives serving in

various roles at other companies. Based on such reviews, our Chief Executive Officer develops his recommendations for the term thereof withindividual base salaries for all of the consentsenior officers, including our named executive officers, and provides his recommendations to the Committee. The Committee considers our Chief Executive Officer’s recommendations and then recommends the new base salaries for the senior officers, including our named executive officers, to the Board for approval in June of each fiscal year.

Mr. Myers. Effective May 1, 2007, Mr. Myers’Myers’s base salary for the 2011 fiscal year was increased$726,000, reflecting a 10% increase from $500,000 to $600,000 and effective May 1, 2008, Mr. Myers’the amount of his base salary was increased to $660,000. In recommendingfor the fiscal year ended April 30, 2010. Messrs. Handley and Billmeyer each received a $30,000 increase in base salary for the 2011 fiscal year. Mr. Walljasper received a $50,000 increase and Ms. Jackowski received a $100,000 increase in base salary for the 2011 fiscal year. These increases, which were all approved in June 2010, were based on the respective subjective views of our Chief Executive Officer, the Committee considered Mr. Myers’ experience,and the Board, which were primarily influenced by each executive officer’s recent performance and responsibilities, along with the quality of Mr. Myers’ leadership in promotingcontribution to the Company’s strategic growth.success, as described above.

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Annual Incentive Payments (Bonus)Compensation Program

Overview

The executivesenior officers of the Company, including theour named executive officers, and its Vice Presidents, annually participate in an annual incentive compensation bonus pool.

program. The purpose of the bonus awardprogram is to reward superior performance by the Company’s executivesenior officers that has resulted in the Company achieving certain performance goals. The Committee believes that it is important for the senior officers to function as a cohesive team, and therefore establishes the performance goals on the basis of the Company’s performance as a whole and not with a focus on individual or divisional areas of responsibility. Accordingly, the program is based on the Company’s performance against two financial performance levels in terms ofmetrics: earnings per share and return on invested capital. Atcapital (“ROIC”). A minimum, target and maximum goal is set for each financial metric and, based on the beginningactual achievement of each fiscal year (typically in June),metric, as well as the performance goals are established throughrelative weighting between the two metrics, each senior officer is eligible to receive a process that includes input from senior management and results inbonus calculated as a recommendation by the Committee to the Board of Directors.

In fiscal 2008, the target for the incentive compensation award was 35%percentage of base salary with a maximum awardat the end of 50% of base salary. each year.

Financial Metrics

The performance goals forCompany links the fiscal year ended April 30, 2008 were based onannual incentive compensation program to earnings per share (75%) and return on invested capital (25%). EachROIC because each metric which is described below, is closely tied to the execution of strategic business objectives and in the aggregatetogether are designed to increase shareholder value.

Earnings per share: The growth of earnings per share is related to the growth of shareholder value and is an important measure used by the investing community to evaluate our financial performance. Long-term sustained growth should positively impact our share price and market capitalization. The Board of Directors also considers one-time and extraordinary charges when establishing earnings per share targets so that management is not advantaged by favorable items or disadvantaged by unfavorable items that are not relevant to current operating performance. For example, gasoline margins are assumed to be consistent with the Company’s historical experience.

Return on invested capital: ReturnFor purposes of the annual incentive compensation program, ROIC is calculated based on invested capital (ROIC) is determined by dividingthe following formula: operating income after depreciation and tax before interestdivided by average invested capital. We believecapital for the current and prior fiscal year.^* Since the Company has been striving to enlarge its operating footprint, in particular by constructing new stores and acquiring convenience stores from other operators, the Committee believes that ROIC is a useful measure of management’s effectiveness in creating value for our shareholders.shareholders by gauging the Company’s returns on capital expenditures.

The chart below summarizesSetting Goals

At the relative weightingbeginning of the performanceeach fiscal year, our management team prepares its annual strategic business goals and funding levels applied for the fiscal year ended April 30, 2008:

2008 Annual Incentive Performance Goal Weighting

Achievement of Targets

Generally, the Committee sets the target levels based on the Company’sobjectives in an operating plan for the year, which includes a series ofCompany. The strategic business goals and objectives are designed to ensure that our short-term revenue and unit growth objectives are met or exceeded and performancein a manner that is consistent with what is necessary for long-term earnings and shareholder value growth. Minimumcreation.

The Committee estimates the financial results for the fiscal year that would result from meeting the operating plan in terms of earnings per share and ROIC. These pro forma financial results become the target performance levels for each of these financial metrics under the annual incentive compensation program. The goals for these financial metrics are set in increments, which include a minimum and maximum objectives are set slightlylevel, below and above and below the target levels.performance level set by the Committee. In making the annual determination of the minimum, target and maximum performance levels, the Committee may consideralso considers the specific circumstances facing the Company during the coming year and expectations regarding earnings per share and Company performance, includingperformance. The Committee then submits these goals and objectives to the Board for approval, typically in June.

The relative weighting of each of these financial metrics for the 2011 fiscal year was 75% for earnings per share and 25% for ROIC. This relative weighting is consistent with the Company’s operating plan. past practice and was chosen by the Committee in order to supplement a shorter-term financial metric (earnings per share) with a financial metric that encompasses a longer-term perspective (ROIC).

The Committee believes that it is importantchart below summarizes the relative weighting of the financial metrics and performance goals of each metric for the executive officers to function as a cohesive team, and therefore establishes the performance targets on the basis of the Company’s performance as a whole and not with a focus on individual or divisional areas of responsibility.2011 fiscal year:

2011 Annual Incentive Performance Goals

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The Committee believes that targetstarget goals can be achieved with consistent superior performance throughout the year. The Committee determines a range of goals that will result in the payment of a bonus, with minimum and maximum goals, so that both exceptional results above the target goal and results that are slightly less than the target goal, but which still represent acceptable performance, are rewarded to some extent. During each of the past three years, the Company has achieved performance in excess of the minimum levels necessary for our named executive officers to receive a bonus.

Reconciliation of ROIC ($ in thousands)

Reconciliation of Average Invested Capital ($ in thousands)

Payout Levels

Based upon the Company’s achievement of the earnings per share and ROIC goal levels, each participant in the incentive compensation program is eligible to earn a bonus in an incentive awardamount equal to the applicable percentage of base salary set forth in two years; no incentive awards were madethe table below. In the 2011 fiscal year, the target for the 2007incentive compensation award was 36% of base salary, with a maximum award of 60% of base salary, to be paid in the form of both cash and equity (with the equity being in the form of restricted stock units subject to a three-year vesting requirement). The Committee chose these levels of bonus payments to ensure that a significant portion of each named executive officer’s cash compensation would be tied to the financial performance of the Company.

2011 Annual Incentive Performance Goal Weighting As a Percentage of Salary

In approving the fiscal 2011 annual incentive performance goals and payout amounts in June 2010, the Committee and the Board recognized that the Company would incur significant expenses during the 2011 fiscal year in connection with the then-pending hostile takeover attempt by Alimentation Couche-Tard Inc. For that reason, the Committee recommended, and the Board agreed, that the Committee reserve the right to adjust the annual incentive plan payout amounts following the close of the 2011 fiscal year to take those expenses into account. No adjustment for such expenses was made in connection with the annual incentive program for the 2010 fiscal year.

After the end of the fiscal year, the2011 Fiscal Year Results and Committee reviews the Company’s actual performance against each of the performance goals established at the outset of the year and uses the performance weightings to establish the total annual incentive program bonus pool. Total bonus payments for all employees in the aggregate may not exceed the Company funded amount.Adjustments

For the 2011 fiscal year, ended April 30, 2008, the range in earnings per share approved by the Board in June 2010 that would result in payment of an annual bonus was $1.26$2.32 to $1.49.$2.62. In the case of return on invested capital,ROIC, the approved range extended from 8.8%11.9% to 10.1%13.4%. As a resultThe Company reported actual earnings of $2.24 per share for the 2011 fiscal year and achieved 11.5% for ROIC for the 2011 fiscal year.

The 2011 fiscal year results included approximately $16 million of takeover-related expenses, approximately $11.3 million of costs associated with the early retirement of the Company’s financial performance which exceededSeries 1995 and Series 1999 Senior Notes, and approximately $18 million in increased interest expense associated with the maximum amount$569 million Senior Notes issued in August 2010 to finance the repurchase of both metrics,approximately 13 million shares of Common Stock. The Committee determined that it was appropriate to take these factors into account in determining the maximum annual incentive bonuses were madeplan payout amounts for the 2011 fiscal year, and concluded that the calculations of earnings per share and ROIC for this purpose should be adjusted to $2.47 and 12.4%, respectively. This resulted in the senior officers, including our named executive officers, receiving payout amounts under the annual incentive plan for the 2011 fiscal year equal to 22.5% of salary, 61% of which was paid in respectcash and 39% of which was distributed in the Company’s performance duringform of restricted stock units subject to a three-year vesting requirement. The payout amounts received by our named executive officers for the 20082011 fiscal year.year are included in the Summary Compensation Table set forth on page 24.

Long-term Incentive Compensation

Under the long-term incentive program,Stock options, restricted stock optionsand restricted stock unit awards may be granted to executive officers and other key employees of the Company under the terms of the 2009 Stock Incentive Plan. Prior to the adoption of the 2009 Stock Incentive Plan, the Company granted stock options under the 2000 Stock Option Plan. The 2009 Stock Incentive Plan and the 2000 Stock Option Plan (“Option Plan”). The size of an individual’s stock option award is based primarily on individual performance and the individual’s responsibilities and position with the Company. The Option Plan iswere designed to assist the Company in attracting, retaining and motivating executive officers and other key employees, and to align the interests of the executive officers and other key employees with those of our shareholders.

In recent years, the Company has made long-term incentive compensation awards solely in the form of stock options. The Committee determined that stock options provide the best incentives to increase shareholder value, and that the Company’s annual incentive compensation program would mitigate any adverse incentives stock options may create. The Company has historically only granted stock options every other year (i.e., 2005, 2007 and 2009) because of the Committee’s belief that stock options are a long-term incentive and that it is not necessary to grant stock options each year. No stock options were awarded during the 2011 fiscal year.

In May of each fiscal year in which stock options have been granted, with an exercise price equalour Chief Executive Officer develops his recommendations for the grant of stock options for all the key employees of the Company, including our named executive officers (other than grants to himself, which are determined solely by the Committee), and provides his recommendations to the fair market value of our Common Stock on the date of grant. Option recipients are required to enter into standard option grant agreements which reflect the specific terms of the stock option and terms of forfeiture should the individual leave the employment of the Company.Committee.

It has been the Committee’s practice generally to award options to key Company employees in every other year. Based on recommendations developed by Mr. Myersour Chief Executive Officer and reviewed and approved by the Committee in June 2007,2011, stock options were awardedgranted in June 20072011 to the senior officers, including our named executive officers (except Mr. Lamb, who declined to accept any grant of options)Myers), and other key employees. The June 20072011 stock option awards were subject to a three-year vesting restriction andgrants may not be exercised during that initial three-year period.

In March 2007, the Board adopted a policy providing that option awards can only be adopted by the Committee at an in-person or telephonic meeting, as opposed to written consent. Options now can be awarded only within a two week period following the release of the Company’s annual financial results in June as long as directors are not in possession of material non-public information about the Company. The grant date isfor three years from the date of grant. At the meeting whensame time, the grant isCommittee also approved and the price is the closing pricean award of restricted stock units to Mr. Myers (who did not receive an award of stock options in 2009 or in June 2011), which also are subject to a three year vesting requirement.

The number of shares subject to these recent grants to our Common Stocknamed executive officers were based on the Nasdaq exchange on that date. Detailssubjective views of every stock option award will be reflected inthe Committee, minutes and the Corporate Secretary will verify that grant documents are consistent with the grants authorizedwhich were primarily influenced by the Committee and memorializedsame factors taken into account in determining the minutes.2011 base salary increases.

Benefits and Perquisites

With limited exceptions, the Committee’s policy is to provide benefits to executive officers that are the same as those offered to all employees of the Company. We provide comprehensive health benefits, as well as life insurance and a disability program for all benefits-eligible employees, including theour named executive officers. In addition, we offer retirement benefits through the Casey’s General Stores 401(k) Plan (KSOP) to a broad employee population including most of theour named executive officers. We review our benefit plans periodically in comparison to those offered by other comparably sized central Iowa companies.

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We generally provide limited perquisites.perquisites that the Committee believes are important components of each named executive officer’s compensation and benefits package. We pay the premiums for long-term disability and group life insurance coverages for all of theour named executive officers.officers in order to provide financial security to each named executive officer and his dependents in the event of disability or death. We also maintain a 10-year level premium term life insurance policy with a death benefit of $1,000,000 that insures the life of Mr. Myers and which is payable upon his death to a beneficiary designated by him. At the end of Mr. Myers’Myers’s employment agreement, we will assign ownership of such policy to Mr. Myers, if he so requests, and Mr. Myers shallwill thereafter be responsible for the payment of the associated premiums. Mr. Myers and the Company executed a new employment agreement on April 16, 2010 and, as part of the negotiations, the Company and Mr. Myers agreed that the Company would continue to provide Mr. Myers this life insurance policy, which was provided for under his prior employment agreement.

TheOur named executive officers and other members of senior management also are provided with Company-owned automobiles andbecause they are expected to devote some portion of their time to business-related travel. These employees are subject to applicable employment relatedemployment-related taxes for their personal use of these automobiles. The Company also pays for a country club membership that is currently held in the name of Mr. Myers.

We own a corporate aircraft for the exclusive business use of our employees, including but not limited to theour named executive officers. Personal use of the aircraft is not permitted under Company policy.

SeparationEmployment and Change inof Control BenefitsSeverance Agreements

Under ourAs noted above, we are a party to an employment agreement with Mr. Myers, (“Myers Agreement”), we may terminate the employment of Mr. Myers with or without cause at any time. For this purpose, the term “cause” includes, but is not limited to, unsatisfactory performance, misconduct, insubordination, personal or professional conduct which may bring public embarrassment or disgrace to the Company, or a violation of the Company’s Code of Business Conduct and Ethics. In the event of a termination for cause, the Company would be obligated to pay Mr. Myers his base salary through the date of such termination. In the event of termination without cause, we are obligated to pay Mr. Myers his base salary through the date of termination, and then for a period of 12 months following the date of such termination. In the event of a “change of control” of the Company, the Myers Agreement would terminate and Mr. Myers would become entitled to all of the payments and benefits set forth in his existing “change of control” employment agreement with the Company (dated March 25, 1997), except that Mr. Myers also would remain entitled to the insurance and retirement payment benefits included in the Myers Agreement. In the event Mr. Myers terminates his employment of his own volition prior to the end of the Myers Agreement, the Company’s only obligation to Mr. Myers is to pay his base salary to him through the date of voluntary termination.

The Myers Agreement also contains provisions requiring Mr. Myers to maintain in confidence any confidential information and trade secrets of the Company obtained by him during the term of the agreement, and also restricts his employment in competition with the Company for a period of ten years following his termination of employment with the Company. The agreement with Mr. Myers, as CEO, will end on June 21, 2011.

If Mr. Myers’ severance subjects him to a golden parachute excise tax, he is not entitled to any “gross-up” to reimburse him for the excise tax. As a result of Section 409A of the Internal Revenue Code, severance payments may be delayed for six months after termination of employment.

Mr. Harmon resigned in January 2008. In connection with the resignation, the Company and Mr. Harmon executed and entered into a Severance Agreement dated January 17, 2008, under which Mr. Harmon’s rights under his employment agreementhe agrees to serve as President and the SERP were terminated and the Company released from all obligations thereunder. The Severance Agreement generally provided that Mr. Harmon would provide transition assistance to the Company and continue to receive his current salary untilChief Executive Officer through April 30, 2008. Mr. Harmon also received a pro-rata share of the bonus awarded for the 2008 fiscal year. Commencing May 1, 2008 and continuing for 20 years thereafter, the Company will make payments to Mr. Harmon of $71,250 per year.2013. The Company also will continue to provide group health insurance coverage to Mr. Harmon and his spouse for the same period of time, or until Medicare coverage becomes available to him.

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We maintain “change in control”has not entered into employment agreements with Messrs. Handley, Walljasper, Billmeyerany other named executive officer.

We maintain change of control severance agreements with each of our named executive officers and seven other officers. The purpose of these change of control severance agreements is to encourage such individuals to carry out their duties in the event of a possible change of control of the Company. Under

For a description of the terms ofemployment agreement with Mr. Myers and these agreements, the individuals may become entitled to receive certain payments upon their termination of employment or if their job duties or compensation and benefits are substantially reduced within two years following a change of control ofseverance agreements, please see “Executive Compensation—Narrative to the Company. The maximum amount payable is three times the sum of the individual’s salarySummary Compensation Table and the highest annual bonus received by such individual during the two preceding years. In addition, the agreements provide for the continuationGrants of certain benefits for up to two years after termination.Plan-Based Awards Table”.

Retirement Arrangements

All executives are eligible to participate in the Casey’s General Stores 401(k) Plan (KSOP)KSOP under the same terms and conditions as other salaried employees. The current plan is the result of a merger (effective April 30, 2003) of a former employee stock ownership plan and a defined contribution 401(k) plan. The plan covers all employees who meet minimum age and service requirements; as of April 30, 2008, there were 3,603 active participants in the plan. Shares of our Common Stock held by the plan trustee are allocated to participant accounts and may be distributed to eligible participants upon death, disability, retirement or termination of employment.

In 1997, the Board of Directors adopted a Non-Qualified Supplemental Executive Retirement Plan (“SERP”). The SERP provides for the payment of an annual retirement benefit to specified officers for the earlier of a period of 20 years or until their death, after which such benefits shall be paid to the officer’s spouse for a period ending on the 20th anniversary of the officer’s retirement or the spouse’s death, whichever occurs first. Mr. Lamberti and Mr. Lamb are the only participants in the SERP, and receive annual retirement benefits of $275,000 and $350,000, respectively.

At the time of approval of the SERP, the Board of Directors also approved the execution of a trust agreement with UMB Bank, n.a. for the purpose of creating a trust to secure its obligations under the SERP in the event of a change of control of the Company. In such event, the trust would be funded in an amount equal to the maximum amount payable to the officers under the SERP, either in cash or pursuant to an irrevocable letter of credit established by the Company for that purpose. Payment of the retirement benefits to the officers thereafter would be made by the trustee from the trust funds, at the times and in the amounts provided in the SERP.

Mr. Myers is notcontinues to be entitled to a participant inpension benefit under his new employment agreement. For a description of this pension benefit, please see the SERP,“Narrative to the Summary Compensation Table and is not eligiblethe Grants of Plan-Based Awards Table”. The Company originally agreed to receive any payments from the SERP. If Mr. Myers remains employed by the Company as President and Chief Executive Officer throughout the term of the Myers Agreement, then commencing on January 1, 2012 and continuing for a period of ten years thereafter, the Company will pay an annual retirementprovide this benefit to Mr. Myers (or his spouse, in 2007 in connection with the eventnegotiation of his death during said period) equal to one-halfMr. Myers’s original employment agreement. As part of the averagenegotiations in connection with the execution of his base salary (notMr. Myers’s new employment agreement on April 16, 2010, the Company and Mr. Myers agreed that the Company would continue this pension benefit for Mr. Myers.

The Company also maintains the Executive Nonqualified Excess Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that is described under “Executive Compensation—Nonqualified Deferred Compensation”. The purpose of the Deferred Compensation Plan is to enable the participants, including any bonus payments) forour named executive officers, to defer a portion of their income without the last three years of his employmentlimitations imposed by the Internal Revenue Code on deferrals under the Myers Agreement. If Mr. Myers’ employment by the Company terminates before June 21, 2011, whether with or without cause (as defined in the Myers Agreement), the Company shall have no obligation to make the foregoing retirement payments to Mr. Myers (or his spouse).KSOP.

Additional Compensation Policies

Deductibility of Compensation for Tax Purposes

We periodically review the terms of the employment agreementsarrangements with the executive officers and from time to time consider modifications to the same. We also are aware of the statutory limitations placed on the deductibility of compensation in excess of $1$ 1 million which is earned by an executive officer in any year that is not considered to be “performance-based.” However, shareholder interests are at times best served by not restricting the Committee’s discretion and flexibility in developing compensation programs, even though the programs may result in non-deductible compensation expenses. Accordingly, the Committee may from time to time approve elements of compensation for certain officers that are not fully deductible.

Option Grants

16In March 2007, the Board adopted a policy providing that grants of stock options can only be approved by the Committee at an in-person or telephonic meeting and may not be approved by written consent. In addition, stock options can be granted only within a two-week period following the release of the Company’s annual financial results in June and only if directors are not at that time in possession of material non-public information

about the Company. Under the policy, the grant date of stock options is the date of the meeting when the grant is approved. All stock options are granted with an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the grant date. Details of every stock option grant are reflected in Committee minutes, and the Corporate Secretary verifies that grant documents are consistent with the grants authorized by the Committee and memorialized in the minutes.

Recent Compensation Decisions

Since the close of the 2011 fiscal year, the Board has approved salary increases for the fiscal year ending April 30, 2012 (the “2012 fiscal year”) for the named executive officers. Mr. Myers received a $74,000 increase in salary, Mr. Handley received a $25,000 increase in salary and Messrs. Walljasper and Billmeyer each received a $50,000 increase in salary. Ms. Jackowski received a $60,000 increase in salary.

The Board has approved an operating plan for the 2012 fiscal year, and the Committee has set the target performance levels for earnings per share and ROIC. The executive officers will be eligible to receive a target amount equal to 36% of base salary, with an opportunity for up to 60% of base salary if the Company exceeds the target performance levels for earnings per share and ROIC. The bonuses will be comprised of a mix of cash and equity (restricted stock units that are currently expected to vest at the end of a three-year service-based vesting period), with the portion paid in equity increasing from 25% at the minimum payout level up to 70% equity at the maximum payout level.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that begins on page 12.16. Based on the Compensation Committee’s review and the discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Kenneth H. Haynie, Chair

Patricia Clare Sullivan

Johnny DanosH. Lynn Horak

William C. Kimball

Diane C. BridgewaterRichard A. Wilkey

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act, of 1933, as amended, or the Securities Exchange Act, of 1934, as amended, that might incorporate by reference this Proxy Statement or future filings made by the Company under those statutes, the Compensation Committee Report and the Audit Committee Report are not deemed filed with the Securities and Exchange CommissionSEC and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by the Company under those statutes.

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EXECUTIVE OFFICERSCOMPENSATION PROGRAMS AND THEIR COMPENSATIONRISK MANAGEMENT

The Compensation Committee has considered whether any of its compensation programs and policies are reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, maximum potential bonus payments, biannual stock option grants, as well as the multiyear vesting schedules for stock options and restricted stock units, encourage employees to maintain both a short- and a long-term view with respect to Company currently has four executive officers and seven other Vice Presidents. The current executive officers are as follows:

Each of the executive officers has servedperformance. For these reasons, the Company in various executive or administrative positions for at leasthas determined that its compensation programs and policies are not reasonably likely to have a material adverse effect on the last five years.Company.

EXECUTIVE COMPENSATION

The table below summarizes the total compensation paid or earned by each of theour named executive officers for the fiscal years ended April 30, 20082011, 2010 and 2007:2009:

Summary Compensation Table

Grants of Plan-Based Awards

The following table sets forth information for each named executive officer with respect to the estimated payments under the annual incentive compensation program that could have been earned for the 2011 fiscal year and the restricted stock units awarded for performance in that year.

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Narrative to the Summary Compensation Table and the

19Grants of Plan-Based Awards Table

Myers Employment Agreement

On April 16, 2010, the Company entered into a new employment agreement with Mr. Myers. The employment agreement generally provides for the continued employment of Mr. Myers as President and Chief Executive Officer through April 30, 2013 (the “Term”), unless sooner terminated in accordance with the employment agreement. The agreement provides that during the Term, the Company will pay Mr. Myers a base salary at an annual rate of $660,000, or such other greater amount as shall be determined by the Committee (during the 2011 fiscal year, Mr. Myers was paid a base salary of $726,000). Mr. Myers also is eligible to participate in all employee benefit plans and programs generally available to the Company’s senior officers and employees. In addition, the Company will continue in force during the Term a 10-year level premium term life insurance policy with a death benefit of $1,000,000 that insures the life of Mr. Myers, and that is payable upon his death to a beneficiary designated by him. Following expiration of the Term, the Company will assign ownership of such policy to Mr. Myers, if he so requests, and Mr. Myers will thereafter be responsible for the payment of the associated premiums.

Commencing on January 1, 2012 and continuing for a period of ten years thereafter or until the death of Mr. Myers and his spouse, if earlier, the Company will pay an annual retirement benefit to Mr. Myers (or his spouse, in the event of his death during said period) equal to one-half of the average of his base salary (not including any bonus payments) for the last three years

of his employment by the Company as President and Chief Executive Officer, but such amount will not exceed $330,000 per year. The ten-year period will be extended by one additional year if Mr. Myers serves as President and Chief Executive Officer until April 30, 2012, and by a second additional year if Mr. Myers serves in that capacity until April 30, 2013.

Under our employment agreement with Mr. Myers, we may terminate the employment of Mr. Myers with or without cause at any time. For this purpose, the term “cause” means unsatisfactory performance, inattention to duty, excessive absenteeism, incompetence, misconduct in the performance of duties, embezzlement, fraud, commission of a criminal act, insubordination, personal or professional conduct which may bring public embarrassment or disgrace to the Company, a violation of the Company’s Code of Business Conduct and Ethics or the Code of Ethics for the Chief Executive Officer and Senior Financial Officers (each as may be amended from time to time), or failure to cooperate with an investigation conducted by the Company or by local, state or federal law enforcement authorities. In the event of a termination for cause, the Company would be obligated to pay Mr. Myers his base salary through the date of such termination. In the event of termination without cause, we are obligated to pay Mr. Myers his base salary through the date of termination, and then for a period of 12 months following the date of such termination, conditioned upon Mr. Myers complying with the non-competition and non-solicitation provisions in his employment agreement and his execution of a release of claims. In the event Mr. Myers terminates his employment of his own volition prior to the end of the employment agreement, the Company’s severance obligation to Mr. Myers is to pay his base salary to him through the date of voluntary termination. With respect to any termination of employment other than in connection with a “change of control”, any rights and benefits Mr. Myers may have under the employee benefit plans of the Company will be determined in accordance with the terms and provisions of such plans and programs, and he will remain entitled to receive his vested annual retirement benefits under his employment agreement, as described above.

In the event of a “change of control” of the Company, the employment agreement would terminate and Mr. Myers would become entitled to all of the payments and benefits set forth in his existing change of control severance agreement with the Company, as described below, except that Mr. Myers also would remain entitled to the life insurance and his vested annual retirement benefits under his employment agreement.

The employment agreement also contains provisions requiring Mr. Myers to maintain in confidence any confidential information and trade secrets of the Company obtained by him during the term of the agreement, and also restricts his employment in competition with the Company for a period of ten years following his termination of employment with the Company. The agreement with Mr. Myers, as President and Chief Executive Officer, will end on April 30, 2013.

If Mr. Myers’s severance subjects him to a golden parachute excise tax, he is not entitled to any “gross-up” to reimburse him for the excise tax. Furthermore, the Company may reduce any payment if it would be non-deductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code. As a result of Section 409A of the Internal Revenue Code, severance payments may be delayed for six months after termination of employment.

Change of Control Severance Agreements

We maintain change of control severance agreements with all of our named executive officers. Under the terms of these agreements, upon termination within two years following a “change of control” of the Company for (a) reasons other than “cause”, death or disability or (b) by the executive for “good reason”, the executive would become entitled to receive certain payments and benefits. Upon such a termination of employment, the executive will be entitled to the following: (i) a lump sum cash severance payment in an amount equal to the sum of (w) to the extent not already paid, the executive’s base salary through the date of termination, (x) a pro rata portion of the highest annual bonus received by the executive during the two preceding years, (y) three times the sum of the executive’s annual base salary and the highest annual bonus received by the executive during the two preceding years and (z) in the case of compensation previously deferred by the executive, all amounts previously

deferred (together with any accrued interest thereon) and not yet paid by Casey’s, and any accrued vacation pay not yet paid by Casey’s; and (ii) continuation of benefits, including health insurance and life insurance, for the executive and/or the executive’s family for two years (or such longer period as any plan, program, practice or policy may provide). If any of the severance subjects a named executive officer to a golden parachute excise tax, he or she is not entitled to any “gross-up” to reimburse him or her for the excise tax. Furthermore, the Company may reduce any payment if it would be non-deductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code. The Company may defer any termination payments for six months if the amount payable is determined by the Company to be deferred compensation, the payment of which is required to be delayed pursuant to the six month delay rule of Section 409A of the Internal Revenue Code of 1986, as amended.

The change of control severance agreements contain the following definitions:

“cause” means (i) an act or acts of personal dishonesty taken by the employee and intended to result in substantial personal enrichment of the employee at the expense of the Company, (ii) repeated violations by the employee of the employee’s obligations under the agreement which are demonstrably willful and deliberate on the employee’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of the employee of a felony.

“change of control” means (i) the acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act), of 20% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors, unless such beneficial ownership was acquired as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such person, entity or “group” to 20% or more of the Common Stock then outstanding; provided, however, that if a person, entity or “group” becomes the beneficial owner of 20% or more of the Common Stock then outstanding by reason of share purchases by the Company and, after such share purchases by the Company, becomes the beneficial owner of any additional shares of Common Stock, then such person, entity or “group” will be deemed to have acquired beneficial ownership of 20% or more of the Common Stock; or (ii) individuals who, as of the date of the change of control severance agreement, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of the change of control severance agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) will be, for purposes of the change of control severance agreement, considered as though such person were a member of the Incumbent Board; or (iii) consummation of a reorganization, merger or consolidation to which the Company is a party, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

“good reason” means (i) the assignment to the employee of any duties inconsistent in any respect with the employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities of such employee, which are set forth in the change of control severance agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities; (ii) any failure by the Company to comply with any of the compensation provisions of the change of control

severance agreement; (iii) the Company’s requiring the employee to be based at any office or location other than location where the employee was employed immediately preceding the date of the change of control; (iv) any purported termination by the Company of the employee’s employment otherwise than as expressly permitted by the change of control severance agreement; or (v) any failure by the Company to have a successor expressly assume and perform the change of control severance agreement.

Grant of Plan-Based Awards

The named executive officers were eligible to receive an award under the Company’s annual incentive compensation program for the 2011 fiscal year. The award was calculated as a percentage of the executive’s base salary and based on the achievement of specific goals for two financial metrics chosen by the Committee and approved by the Board. The target for the incentive compensation award was 36% of base salary, with a maximum award of 60% of base salary. For a description of the annual incentive compensation program, and the procedures followed in setting goals and compensation levels, please see “Compensation Discussion and Analysis—Components of Compensation—Annual Incentive Compensation Program”.

In June 2009, the grants of stock options to purchase the Company’s common stock were made under the Company’s 2000 Stock Option Plan. For a description of the treatment of the stock options granted to the named executive officers in connection with a termination of their employment or a change of control of the Company, please see “Potential Payments Upon Termination or Change of Control”.

The stock options granted in June 2009 may not be exercised for three years from the date of grant and expire 10 years from the date of grant. The exercise price of the stock options cannot be less than the fair market value of the Company’s common stock on the date of grant. In addition, holders of the stock options do not receive dividends or dividend equivalents or have any voting rights with respect to the shares of the Company’s common stock underlying the stock options.

Outstanding Equity Awards at 20082011 Fiscal Year-End

Option Awards

Option Exercises

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Nonqualified Deferred Compensation

Under our Executive Nonqualified Excess Plan (Deferred Compensation Plan), certain employees, including the named executive officers, may voluntarily defer up to 20% of their base salary and up to 100% of any bonuses awarded under the Company’s incentive compensation program. Unlike our tax-qualified 401(k) Savings Plan (KSOP), the participant deferrals under our Deferred Compensation Plan are not matched by the Company.

Elections to defer a portion of base salary and bonus are made by eligible participants in December of each year for amounts to be deferred in the following year. Our Deferred Compensation Plan offers certain employees a competitive deferral feature that can be used to supplement the limited deferrals permitted under our KSOP.

Messrs. Myers, Handley, and Walljasper are the only persons listed in the Summary Compensation Table who were participants in the Deferred Compensation Plan in fiscal year 2008. Details regarding their participation follows.