Casey’s General Stores’ shareholders voted against a proposal during its annual investor meeting Aug. 28 that would have required the company’s board chairperson to come from outside the company.
The proposal, put forward by The Accountability Board (TAB), would have required current Board Chairman Darren Rebelez to vacate that post, since he also serves as president and CEO.
TAB argued in its proposal that it was in the best interest of shareholders to require an independent director to serve as chairperson because “a lack of checks and balances may arise when the board is chaired by executive management,” since management’s role is to run the company and the chairman’s role is to oversee management.
Casey’s countered that it’s important to have the flexibility to set board leadership from either inside or outside the company. Further, it noted that its board structure already includes a lead independent director role.
Of the 11 board members that shareholders voted on at the Aug. 28 meeting, all but Rebelez are independent. The full slate of board members was approved.
While the exact tally has not yet been released, the number of votes against the proposal was enough for a result to be called during the meeting. About 92% of shareholders were present either in person or through a proxy.
This continuity in leadership comes as Casey’s looks to close a deal for nearly 200 CEFCO stores in four Southern states. The $1.1B deal will introduce Casey’s to Florida, Alabama and Mississippi and greatly expand its presence in Texas.
In addition to denying the rule change for the board chairman, shareholders also axed a proposal asking for additional reporting on how Casey’s plans to reduce greenhouse gas emissions.
Ankeny, Iowa-based Casey’s operates over 2,650 c-stores, mainly in the Midwest. Once the CEFCO deal closes, it will have nearly 2,900 locations.
