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Get filing alertsCarMax nominates Robert O'Shaughnessy to board; two directors retiring at 2026 meeting
Filed May 12, 2026 · Period ending May 12, 2026 · ~1 min read
Key Changes
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CarMax disclosed fiscal 2026 results: 780,000 used vehicle sales, 540,000 wholesale auction sales, $8 billion in new auto loan originations, and a $16 billion total loan portfolio.
Exhibit 99.1 view on EDGAR → -
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Robert O'Shaughnessy, former CFO of Penske Automotive Group and recently retired EVP of PulteGroup, nominated to board pending shareholder approval at 2026 annual meeting. Expected to serve on Audit Committee.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Directors Shira Goodman and Mitchell Steenrod will retire at 2026 annual meeting and not seek re-election. Filing states departures did not result from any disagreement with the company.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Post-meeting board will have 11 directors (9 independent). Tom Folliard becomes non-executive Chair; Mark O'Neil assumes Lead Independent Director role.
Exhibit 99.1 view on EDGAR →
Summary
CarMax disclosed routine board refreshment alongside fiscal 2026 business metrics. The company is nominating Robert O'Shaughnessy, who brings relevant auto industry experience from his tenure as CFO of Penske Automotive Group and PulteGroup, to join the board pending shareholder approval. Two current directors are retiring at the 2026 annual meeting with no disagreements noted, part of planned board succession.
The filing also provided fiscal 2026 performance data: 780,000 used vehicle sales, 540,000 wholesale auction sales, and $8 billion in new auto loan originations adding to a $16 billion portfolio. These metrics offer shareholders visibility into the company's scale across its retail, wholesale, and financing operations. The post-meeting board will maintain strong independence at 82% (9 of 11 directors) with a clear leadership structure separating the non-executive Chair and Lead Independent Director roles.
Section-by-Section Diff
Event · Exhibit 99.1
CarMax announces board addition of Robert O'Shaughnessy and planned retirements of two directors, subject to shareholder approval.
Added in current filing · view on EDGAR →
CarMax, Inc. (NYSE: KMX) (“CarMax” or the “Company”), the nation’s largest retailer of used cars, today announced that it intends to add Robert O’Shaughnessy to the Company’s Board of Directors (the “Board”), subject to shareholder approval at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”).
CarMax is adding Robert O'Shaughnessy to its Board of Directors, pending shareholder approval at the 2026 Annual Meeting. O'Shaughnessy brings auto industry experience as former CFO of Penske Automotive Group (2007-2011) and recently retired as Executive Vice President of PulteGroup after serving as CFO from 2011-2025.
Added in current filing · verify on EDGAR →
Additionally, the Company announced the planned retirements of Shira Goodman and Mitchell Steenrod, each of whom will not stand for re-election.
Two current directors, Shira Goodman and Mitchell Steenrod, will retire and not stand for re-election at the 2026 Annual Meeting. This is part of the Board's planned refreshment strategy.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify