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Get filing alertsCarMax 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
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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 → -
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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 → -
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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 → -
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KPMG LLP ratified as independent auditor for fiscal 2027 with 98.4% support (124.4M for, 2.0M against).
Item 5.07 verify on EDGAR →
Summary
CarMax held its 2026 annual meeting on June 23, with shareholders approving all management proposals. The most material outcome was approval of amendments to the company's 2002 Stock Incentive Plan, which adds 1.84 million shares to the equity compensation pool and extends the plan's life through 2036.
The amendments also introduce new shareholder-friendly provisions: minimum vesting requirements for awards and a prohibition on paying dividends on unvested equity. This gives CarMax additional capacity to grant stock-based compensation to employees and directors over the next decade. All governance matters passed with healthy support levels.
The 12-member board was re-elected with approval ranging from 95.5% to 99.7%, the say-on-pay vote passed at 95.0%, and auditor ratification received 98.4% support. These are routine, uncontested results that reflect normal shareholder approval of CarMax's governance and compensation practices. The filing represents standard annual meeting business with no material concerns for investors.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
CarMax held its 2026 annual meeting, electing 12 directors and approving auditor ratification, say-on-pay, and stock plan amendments.
Added in current filing · verify on EDGAR →
The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.
Votes ForVotes AgainstVotes Abstaining
109,927,6423,724,8151,666,088
There were 11,193,404 broker non-votes related to this vote.
Shareholders approved amendments to the 2002 Stock Incentive Plan with 96.8% support (109,927,642 for vs. 3,724,815 against). This authorizes the company to continue granting equity compensation under the amended plan terms.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify