Effective December 21, 2016, Joseph V. Topper, Jr., a member of the Company’s Board of Directors (the “Board”), resigned as a director of the Board. Mr. Topper’s resignation was not because of a disagreement with the Company.

Item 8.01. Other Events

On December 21, 2016, CST Brands, Inc. (the “Company”) entered into a timing agreement with the United States Federal Trade Commission (the “FTC”) to which the Company has agreed, among other things, (i) not to consummate the proposed acquisition of the Company by a wholly owned subsidiary of Alimentation Couche-Tard Inc. (“Couche-Tard”) to the Agreement and Plan of Merger, dated as of August 21, 2016, by and among the Company, Circle K Stores Inc., a wholly owned subsidiary of Couche-Tard, and Ultra Acquisition Corp., a wholly owned subsidiary of Circle K Stores Inc. (the “Merger”), prior to 45 days after both the Company and Couche-Tard have substantially complied with the FTC’s November 16, 2016 request for additional information and documentary material relating to the Merger (the “Second Request”), unless the Company and Couche-Tard have received prior written notice that the FTC has closed its investigation and (ii) not to certify compliance with the Second Request before January 31, 2017. Couche-Tard has informed the Company that it also entered into a timing agreement with the FTC on the same terms. The Company and Couche-Tard are continuing to work cooperatively with the FTC in its review of the proposed Merger.

About CST Brands, Inc. (NYSE:CST)

CST Brands, Inc. (CST) is a holding company. The Company is an independent retail of motor fuel and convenience merchandise in the United States and eastern Canada. Its retail operations include the sale of motor fuel at convenience stores, commission agents and cardlocks; the sale of food, convenience merchandise items and services at convenience stores, and the sale of heating oil to residential customers and heating oil and motor fuel to small commercial customers. The Company operates in three segments: U.S. Retail, Canadian Retail and CrossAmerica. U.S. Retail segment is engaged in motor fuel sale, food sale and sale of convenience merchandise, and services. The Company’s Canadian Retail segment includes Company operated convenience stores, commission agents, cardlocks and heating oil operations located in Canada. The CrossAmerica segment distributes motor fuel to lessee dealers, independent dealers, affiliated dealers, CST’s U.S. Retail Segment and sub-wholesalers.

CST Brands, Inc. (NYSE:CST) Recent Trading Information

CST Brands, Inc. (NYSE:CST) closed its last trading session 00.00 at 48.16 with 406,354 shares trading hands.