Good afternoon, and thanks for joining us today. It's my pleasure to welcome you to CarMax's 2024 annual meeting of shareholders. I'm Mac Stuckey, Vice President, Deputy General Counsel, and Corporate Secretary of CarMax. At the request of the chair, I now officially call the meeting to order. Let me remind you, our statements today that are not statements of historical fact, including statements about our future business plans, prospects, and financial performance, are forward-looking statements we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on our current knowledge, expectations, and assumptions, and are subject to substantial risks and uncertainty that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, we disclaim any intent or obligation to update them.
For additional information on important factors that could affect these expectations, please see our annual report on Form 10-K for the fiscal year ended February 29, 2024, previously filed with the SEC. The rules of conduct and procedures for today's meeting can be found in the virtual meeting portal. I hope you took a moment to review them. There will be times during today's meeting when we'll address comments and questions from shareholders, which may be entered now into our virtual meeting portal. To give as many shareholders as possible a chance to be heard, we will entertain only one question or comment per person. At the request of the chair, I will serve as parliamentarian for the meeting. The board of directors has appointed a representative of American Election Services, LLC, as the Inspector of Election for this meeting. Their representative, Linda A.
Piscadlo is attending today and has taken the oath of the Inspector of Election. We received an affidavit signed by Broadridge Financial Solutions that notice of this meeting, along with related proxy and annual report materials, was mailed or made available commencing on May 9th, 2024, to our shareholders of record as of the close of business on April 19th, 2024, our record date. The Inspector of Election has informed us that there's a quorum present or represented by proxy for the transaction of business. We're also joined today by representatives from KPMG LLP, our independent auditors. They are Renee Howard, Scott Kelsey, and Drew Norris. They will be available to respond to shareholder questions later in the meeting. Now it's my pleasure to introduce Tom Folliard, our Non-Executive Chair of the Board of Directors. Tom will introduce the members of our board.
Thank you, Mac, and thank you to everyone attending our annual meeting of shareholders. We have an outstanding group of director nominees this year, starting with Pete Bensen, a director since 2018, Ron Blaylock, a director since 2007, Sona Chawla, a director since 2017, Shira Goodman, a director since 2007, David McCreight, a director since 2018, Bill Nash, our CEO, and a director since 2016, Mark O'Neill, a director since 2019, Marcy Shinder, director since 2015, Pietro Satriano, a director since 2018, Mitch Steenrod, a director since 2011 and our lead independent director since 2019, and I have been a director since 2006. These are the nominees for election to our board of directors for the coming year.
We will now proceed with the business of the meeting. The polls are open. Shareholders who have already voted by proxy do not need to cast ballots in the voting today. However, if you voted by proxy and now wish to change your vote, or if you did not previously vote and would like to do so today, please do so by clicking on the voting button on the virtual meeting portal and following the instructions there. Today, we have three items of business to bring before the meeting on behalf of the board of directors. As each item of board business is brought before the meeting, I will briefly review the proposal. I will then have Mac summarize the voting results on all proposals. Please note that we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented.
The first item of business brought before the meeting is the election of directors. The board nominates the following 11 director nominees: Pete Bensen, Ron Blaylock, Sona Chawla, Shira Goodman, David McCreight, Bill Nash, Mark O’Neill, Pietro Satriano, Marcy Shinder, Mitch Steenrod, and myself, Tom Folliard. In accordance with the company's bylaws, the nominations are now closed. The second item of business brought before the meeting is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. KPMG has served as our independent auditors for fiscal 2024, and the Audit Committee has again selected the firm to perform the audit of our financial statements and our internal controls over financial reporting for fiscal 2025. The third item of business brought before the meeting is the advisory vote on executive compensation.
Our executive compensation program is designed to reflect our pay-for-performance philosophy and to support our key operating and strategic objectives. The program is discussed in detail in the proxy statement. We will now address any questions or comments on any of the proposals before the meeting, and we will respond to general questions later. I will now ask David Lowenstein, our Vice President of Investor Relations, to read aloud any questions or comments on the proposals. David, have you received any comments or questions?
Thank you, Tom. Yes, we received a question from a shareholder regarding director independence, with a specific focus on the independence of our Nominating and Governance Committee and the chair of our Compensation and Personnel Committee. They noted that they appreciate the work of Mr. Steenrod, Mr. Blaylock, and Ms. Goodman. However, their tenure with the company has exceeded ten years. This shareholder maintains corporate governance policies, providing that once a director's tenure exceeds ten years, they no longer consider that director to be independent. Specifically, this shareholder asked whether we had any plans to reconstitute the Nominating and Governance Committee, and whether we would consider the appointment of a new chair of the Compensation and Personnel Committee.
Thank you, David, and thank you for the question. All the directors on our board, with the exception of me and Bill Nash, meet the definition of independent as defined by the SEC and the New York Stock Exchange. The Nominating and Governance Committee and the full board regularly assess the size and composition of the board and each of its committees, and based on that assessment and the independence of each board committee member, we have no current plans to reconstitute the Nominating and Governance Committee or appoint a new chair of the Compensation and Personnel Committee. David, have you received any additional comments or questions?
Thank you, Tom. We have another question. The company has in place a director resignation bylaw that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the bylaw undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status?
Thank you, David, and thanks again to our shareholder for the question. I'd like to direct this to our Deputy General Counsel, Mac Stuckey.
Thank you, Tom, and thanks for the question. Section 2.4 of our bylaws is what governs director resignations, and that bylaw does not undermine shareholder voting rights. While any resignation does require the acceptance of the board, the board will ultimately address this determination in the best interest of the shareholders and consistent with its fiduciary obligations, thereby ensuring that the shareholder voice has not been undermined. As a result, that's the response to this question.
Thank you, Mac. David, any further questions for the proposals?
Thank you. There are no further questions.
The polls are now closed. Would the secretary please summarize the preliminary voting results and the applicable proposals?
Mr. Chair, we've been informed by the Inspector of Election that the preliminary results indicate that each nominee for the board of directors has been duly elected, the ratification of the appointment of KPMG has been approved, and the non-binding advisory vote on executive compensation has also been approved. We will report the final vote results in a Form 8-K to be filed within 4 business days.
Thank you, Mac. The annual meeting is now adjourned. At this time, we will address shareholder questions that you have entered on the web portal, and I'll ask David Lowenstein to read any questions that have been submitted.
Thank you, Tom. Yes, the shareholder that asked a prior question on director independence also asked additional questions related to board gender diversity, audit firm rotation, and our stock ownership guidelines. Although this shareholder did not follow our one-question-per-shareholder limit noted in the meeting rules, we appreciate their engagement.
Thank you, David. Of note on each of these additional topics, we specifically address them in either our 2024 proxy statement or our recently published 2024 Responsibility Peport, where we communicate our progress and updates regarding our initiatives and programs for our people, communities, and the environment. Copies of our proxy statement and Responsibility Report can be found on our IR webpage. David, any further questions from shareholders?
Thank you, Tom. There are no further questions.
Thank you, everyone, for attending. That concludes our meeting today.