[8-K] CarMax Inc. Reports Material Event

Rhea-AI Filing Summary

CarMax (NYSE:KMX) filed an 8-K disclosing results of its 24 June 2025 Annual Meeting.

• All ten director nominees were re-elected, each receiving between 84%-98% of votes cast; 11.6 million broker non-votes were recorded.
• Shareholders ratified KPMG LLP as independent auditor for FY 2026 with 94% approval.
• The non-binding say-on-pay resolution passed (86% support).
• A shareholder proposal to grant a special-meeting right failed (36% support).

No other material business, strategic changes, or financial disclosures were included.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 24, 2025

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia						1-31420			54-1821055
(State or other jurisdiction of incorporation)						(Commission File Number)			(I.R.S. Employer Identification No.)
12800 Tuckahoe Creek Parkway									23238
Richmond,			Virginia
(Address of Principal Executive Offices)									(Zip Code)

(804) 747-0422

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			KMX			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 24, 2025, the Company held its 2025 Annual Meeting of Shareholders. The following actions were taken:

1. The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2026 Annual Meeting of Shareholders, pursuant to the vote set forth below.

Director						Votes For						Votes Against						Votes Abstaining
Peter J. Bensen						124,551,356						2,828,916						898,511
Sona Chawla						124,439,341						2,945,067						894,375
Thomas J. Folliard						117,014,316						10,076,423						1,188,044
Shira Goodman						110,263,233						16,628,878						1,386,672
David W. McCreight						122,251,295						5,127,539						899,949
William D. Nash						123,991,848						3,097,667						1,189,268
Mark F. O’Neil						124,735,087						2,644,579						899,117
Pietro Satriano						124,748,057						2,629,738						900,988
Marcella Shinder						123,126,262						4,165,214						987,307
Mitchell D. Steenrod						119,449,271						7,929,612						899,900

There were 11,558,536 broker non-votes for each director.

2. The shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 pursuant to the vote set forth below.

Votes For						Votes Against						Votes Abstaining
131,574,855						8,201,749						60,715

3. The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.

Votes For						Votes Against						Votes Abstaining
110,883,252						15,376,527						2,019,004

There were 11,558,536 broker non-votes related to this vote.

4. The shareholders did not approve the shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below.

Votes For						Votes Against						Votes Abstaining
46,443,258						80,849,647						985,878

There were 11,558,536 broker non-votes related to this vote.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						CARMAX, INC.
						(Registrant)
Dated: June 26, 2025						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary