CarMax (NYSE: KMX) holders back equity plan and board slate
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarMax, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved an amended and restated 2002 Stock Incentive Plan. The plan increases shares reserved for equity awards by 1,842,000 shares, adds a minimum vesting requirement, prohibits dividends on unvested awards, and extends the plan’s termination date to June 23, 2036. Shareholders elected all nominated directors for one-year terms and ratified KPMG LLP as independent auditor for fiscal 2027. They also approved the non-binding advisory vote on executive compensation and formally approved the amended Stock Incentive Plan.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional shares reserved: 1,842,000 shares
Plan termination extension: June 23, 2036
Auditor ratification votes for: 124,402,598
+4 more
7 metrics
Additional shares reserved
1,842,000 shares
Increase in common stock reserved under 2002 Stock Incentive Plan
Plan termination extension
June 23, 2036
New termination date for Stock Incentive Plan (from June 27, 2033)
Auditor ratification votes for
124,402,598
Votes for KPMG LLP as independent auditor for fiscal 2027
Say-on-pay votes for
107,869,976
Votes for advisory executive compensation resolution
Stock Plan approval votes for
109,927,642
Votes for amended and restated 2002 Stock Incentive Plan
Broker non-votes per proposal
11,193,404
Broker non-votes for each director and certain proposals
Highest director votes for
114,829,416
Votes for director Keith Barr
Key Terms
Stock Incentive Plan, minimum vesting requirement, dividend equivalents, independent registered public accounting firm, +2 more
6 terms
Stock Incentive Plan financial
"approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
minimum vesting requirement financial
"add a minimum vesting requirement for incentive awards, with limited exceptions"
dividend equivalents financial
"prohibit the payment of dividends and dividend equivalents with respect to unvested incentive awards"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
independent registered public accounting firm regulatory
"ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory resolution financial
"approved the non-binding advisory resolution related to the compensation of our named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
broker non-votes financial
"There were 11,193,404 broker non-votes for each director"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
How did CarMax (KMX) change its 2002 Stock Incentive Plan in 2026?
The 2002 Stock Incentive Plan was amended and restated with multiple changes. CarMax increased reserved common shares for issuance by 1,842,000, added a minimum vesting requirement, prohibited dividends on unvested incentive awards, and extended the plan’s termination date from June 27, 2033 to June 23, 2036.
What were the vote results on CarMax (KMX) executive compensation in 2026?
CarMax shareholders approved the advisory vote on executive compensation. The resolution received 107,869,976 votes for, 5,685,835 votes against, and 1,762,734 abstentions, with 11,193,404 broker non-votes recorded in connection with this proposal.
Were CarMax (KMX) director nominees elected at the 2026 Annual Meeting?
All CarMax director nominees standing for election were elected to one-year terms. Each director received over 109 million votes for, with relatively few votes against or abstentions, and 11,193,404 broker non-votes reported for each director election.