CarMax Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KMX
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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
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(804 ) 747-0422
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On June 23, 2026, at the CarMax, Inc. (the “Company”) 2026 Annual Meeting of Shareholders, the Company’s shareholders, upon recommendation of the Board of Directors (the “Board”), approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the “Stock Incentive Plan”). The Stock Incentive Plan authorizes the Company to provide equity awards to its employees and non-employee directors. The approved amendments: (a) increase the number of shares of the Company’s common stock reserved for issuance under the Stock Incentive Plan by 1,842,000 shares, (b) add a minimum vesting requirement for incentive awards, with limited exceptions, (c) prohibit the payment of dividends and dividend equivalents with respect to unvested incentive awards, and (d) extend the termination date of the Stock Incentive Plan from June 27, 2033 to June 23, 2036.
The Stock Incentive Plan is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02. The foregoing description of the Stock Incentive Plan is qualified in its entirety by reference to the attached Exhibit.
Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On June 23, 2026, the Company held its 2026 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 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below.
| Director | Votes For | Votes Against | Votes Abstaining | |||||||||||||||||
| Keith Barr | 114,829,416 | 350,233 | 138,896 | |||||||||||||||||
| Peter J. Bensen | 114,403,706 | 776,024 | 138,815 | |||||||||||||||||
| Sona Chawla | 114,434,618 | 746,132 | 137,795 | |||||||||||||||||
| William C. Cobb | 114,470,410 | 534,503 | 313,632 | |||||||||||||||||
| Thomas J. Folliard | 109,919,543 | 5,261,737 | 137,265 | |||||||||||||||||
| James Kessler | 114,578,494 | 424,775 | 315,276 | |||||||||||||||||
| David W. McCreight | 113,554,035 | 1,628,064 | 136,446 | |||||||||||||||||
| Mark F. O’Neil | 113,568,648 | 1,613,682 | 136,215 | |||||||||||||||||
| Robert T. O’Shaughnessy | 114,784,276 | 393,343 | 140,926 | |||||||||||||||||
| Pietro Satriano | 114,374,545 | 804,908 | 139,092 | |||||||||||||||||
| Marcella Shinder | 111,552,110 | 3,037,796 | 728,639 | |||||||||||||||||
There were 11,193,404 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 2027 pursuant to the vote set forth below.
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 124,402,598 | 1,969,402 | 139,949 | ||||||||||||
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 | ||||||||||||
| 107,869,976 | 5,685,835 | 1,762,734 | ||||||||||||
There were 11,193,404 broker non-votes related to this vote.
4. The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 109,927,642 | 3,724,815 | 1,666,088 | ||||||||||||
There were 11,193,404 broker non-votes related to this vote.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number Description of Exhibit
10.1 CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 23, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 24, 2026 | By: /s/ John M. Stuckey, III | |||||||
| John M. Stuckey, III | ||||||||
| Senior Vice President, General Counsel | ||||||||
| and Corporate Secretary | ||||||||