Item 5.02 Departure of Directors of Certain Officers: Election of Directors:
Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

In accordance with Section 304 of the New York Stock Exchange Listed Company Manual, which requires that the classes of directors of listed companies be of approximately equal size and tenure, the board of directors of the Company ("Board") determined to fill a vacancy among its Class II directors, and rebalance the members of the Board directors equally among its three classes, by accepting the resignation of Sam J. Susser as a Class III director and simultaneously reappointing him to fill a Class II vacancy. Prior to this action, the Board comprised three Class III directors, two Class I directors and one Class II director. Following this action, there are two directors in each class. As a Class III director, Mr. Susser's term would have ended at the 2015 annual meeting of shareholders, but will now end at the 2014 annual meeting of shareholders.
There are no arrangements or understandings between Sam J. Susser and any other persons pursuant to which Mr. Susser was selected as a director. Mr. Susser did not receive any additional cash or equity compensation in connection with his reappointment as a Class II director.

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