CARMAX INC 8-K

What Happened

• CarMax, Inc. held its 2026 Annual Meeting of Shareholders on June 23, 2026. Shareholders re-elected all nominated directors for one-year terms, approved amendments to the CarMax, Inc. 2002 Stock Incentive Plan (as amended and restated), ratified KPMG LLP as the independent auditor for fiscal 2027, and approved the non-binding advisory vote on executive compensation.

Key Details

• The Stock Incentive Plan was amended to: increase the share reserve by 1,842,000 shares; add a minimum vesting requirement for incentive awards (with limited exceptions); prohibit dividends/dividend equivalents on unvested awards; and extend the plan termination date from June 27, 2033 to June 23, 2036.
• Stock Incentive Plan vote: For 109,927,642; Against 3,724,815; Abstain 1,666,088. There were 11,193,404 broker non-votes on this proposal.
• Director elections: all nominees were elected for one-year terms. (Example tallies: Robert T. O’Shaughnessy — For 114,784,276; Marcella Shinder — For 111,552,110, Against 3,037,796.) There were 11,193,404 broker non-votes for each director.
• Other votes: KPMG ratified as auditor (For 124,402,598; Against 1,969,402; Abstain 139,949). Advisory "say-on-pay" passed (For 107,869,976; Against 5,685,835; Abstain 1,762,734).

Why It Matters

• The approved increase in share authorization and extension of the plan through 2036 gives CarMax more capacity to grant equity awards to employees and non-employee directors, which can be a key part of compensation but may lead to dilution over time. The new minimum vesting and prohibition on dividends for unvested awards signal tighter share award governance.
• Re-election of the board and ratification of the auditor maintain continuity in leadership and oversight, while the passing of the non-binding executive compensation vote confirms shareholder support for the company’s pay practices (though the vote is advisory).