{"url_path":"/sec/kmx/8-k/2026-06-24/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1170010/0001170010-26-000057-index.html","accession_number":"0001170010-26-000057","cik":"0001170010","ticker":"KMX","issuer_name":"CARMAX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1170010/0001170010-26-000057-index.html","primary_entity_key":"0001170010","primary_entity_name":"CARMAX INC"},"word_count":206,"has_tables":true,"body_markdown":"Item 5.07.\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn June 23, 2026, the Company held its 2026 Annual Meeting of Shareholders. The following actions were taken:\n\n1. 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.\n\nDirectorVotes ForVotes AgainstVotes Abstaining\n\nKeith Barr114,829,416350,233138,896\n\nPeter J. Bensen114,403,706776,024138,815\n\nSona Chawla114,434,618746,132137,795\n\nWilliam C. Cobb114,470,410534,503313,632\n\nThomas J. Folliard109,919,5435,261,737137,265\n\nJames Kessler114,578,494424,775315,276\n\nDavid W. McCreight113,554,0351,628,064136,446\n\nMark F. O’Neil113,568,6481,613,682136,215\n\nRobert T. O’Shaughnessy114,784,276393,343140,926\n\nPietro Satriano114,374,545804,908139,092\n\nMarcella Shinder111,552,1103,037,796728,639\n\nThere were 11,193,404 broker non-votes for each director.\n\n2. 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.\n\nVotes ForVotes AgainstVotes Abstaining\n\n124,402,5981,969,402139,949\n\n3. The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.\n\nVotes ForVotes AgainstVotes Abstaining\n\n107,869,9765,685,8351,762,734\n\nThere were 11,193,404 broker non-votes related to this vote.\n\n4. The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.\n\nVotes ForVotes AgainstVotes Abstaining\n\n109,927,6423,724,8151,666,088\n\nThere were 11,193,404 broker non-votes related to this vote."}