CarMax shareholders approve equity plan expansion, elect 12 directors at annual meeting

Filed June 24, 2026 · Period ending June 23, 2026 · ~1 min read

Key Changes

• medium

  Shareholders approved adding 1.84M shares to the 2002 Stock Incentive Plan, extending it to 2036, and adding minimum vesting requirements and dividend restrictions on unvested awards.

  Item 5.02 verify on EDGAR →
• low

  All 12 director nominees elected with 95.5%–99.7% support; Thomas Folliard received lowest approval at 95.5% (109.9M for, 5.3M against), Robert O'Shaughnessy highest at 99.7%.

  Item 5.07 verify on EDGAR →
• low

  Say-on-pay passed with 95.0% support (107.9M for, 5.7M against, 11.2M broker non-votes), indicating broad approval of executive compensation.

  Item 5.07 verify on EDGAR →