Good afternoon, and thank you for joining us today. It's my pleasure to welcome you to CarMax's 2025 Annual Meeting of Shareholders. I'm Mac Stuckey, Senior Vice President, 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 but not limited to statements about 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 uncertainties 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 and risks that could affect these expectations, please see our annual report on Form 10-K for the fiscal year ended February 28, 2025, 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 time 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, Linder A.
Piscatello, is attending today and has taken the oath of the Inspector of Election. We've 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 8th, 2025, to our shareholders of record as of the close of business on April 17th, 2025, our record date. The Inspector of Election has informed us that there is 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'll 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. Before I introduce our director nominees, I would like to recognize Ron Blaylock, who has decided not to stand for reelection to our Board of Directors this year. Ron joined the board in 2007 and has provided many contributions and valuable insight over the past 17 years, and I thank him for his service. We have an outstanding group of director nominees this year: Pete Bensen, Sona Chawla, Shira Goodman, David McCreight, Bill Nash, Mark O'Neil, Marcy Shinder, Pietro Satriano, Mitch Steenrod, and myself. 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 four 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 have been presented. The first item of business brought before the meeting is the election of directors.
The board nominates the following 10 director nominees: Pete Bensen, Sona Chawla, Shira Goodman, David McCreight, Bill Nash, Mark O'Neil, Pietro Satriano, Marcy Shinder, Mitch Steenrod, and myself, Tom Folliard. In accordance with the company's bylaws, the nominations are 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 served as our independent auditors for fiscal 2025, 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 2026. 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.
The fourth item of business brought before the meeting is the advisory vote on the shareholder proposal submitted by Mr. John Chevedden regarding a shareholder special meeting right. Mr. Chevedden or a representative will now present the proposal. Please limit your remarks to three minutes. Operator, please open the line for Mr. Chevedden or a representative.
Hello, this is John Chevedden. Proposal four, special shareholder meeting improvement. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. This proposal has already been successful because it led to the board of directors adopting a more limited right to call for a special shareholder meeting in January. A better shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement more meaningful. A shareholder right to call for a special shareholder meeting will help ensure that the CarMax board and management engages with shareholders in good faith because shareholders will have a viable plan B of calling for a special shareholder meeting.
Companies like to claim that shareholders have multiple means to communicate with management, but in most cases, these means are as effective as mailing a letter to the CEO. To guard against the CarMax board of directors becoming complacent, shareholders need a more reasonable ability to call for a special shareholder meeting to help the board adopt new strategies when the need arises. There is no concern that allowing 10% of shares to call for a special shareholder meeting, as called for in this proposal, is too easy. It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting.
The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting. On the other hand, with the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and the CarMax bylaws need to be updated accordingly. Please vote yes to special shareholder meeting improvement proposal four.
Operator, please close the line. Thank you, Mr. Chevedden. The Board of Directors recommends voting against this proposal. As stated in the proxy, we believe the proposal is not in the best interest of CarMax or its shareholders. We will now address any questions or comments on any of the meeting proposals and 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 on the proposals?
No, we have not received any questions or comments on the proposals.
Thank you, David. The polls are now closed. Would the secretary please summarize the preliminary voting results on 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. The non-binding advisory vote on executive compensation has been approved, and the non-binding advisory vote on the shareholder proposal regarding a shareholder special meeting right was not approved. We will report the final vote results in a Form 8-K to be filed within four 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. I'll ask David to read out any questions that have been submitted.
Thank you, Tom. Our shareholders have submitted questions. The first one, how much was spent on share buybacks in 2024 and how much is expected in 2025?
Great. Thank you, David. This is Bill Nash. Thank you for the question. Just as a reminder on how we think about our capital, we apply first and foremost to continuing the operations of the business and growing the core business. We then will deploy capital to new investments, partnerships, M&A to continue to grow the business in other ways. With free cash flows still available, we also are determined to give it back to shareholders. In FY2025, it was approximately $425 million. In FY2026, through the first quarter, it was $200 million. As far as what we're planning on for the year, I would go back to the statements that we've made after the fourth quarter call that we would expect there to be a step up over last year's buy rate. Of course, we'll look at valuation, free cash flow, that kind of thing.
Obviously, the first quarter was a good indication of that.
Thank you, Bill. David?
The second question relates to tariffs and how the company is positioning itself to handle them.
Yep, great. Great and timely question. Very dynamic environment that we're in. Right now, I'd say the impact of tariffs to date have been somewhat muted because I think a lot of the new car manufacturers had inventory in supply. I think the biggest impact for CarMax is more on the parts side of things. I do think that as new car prices go up, I think that's good for the used car industry because it will make used cars that much more affordable. For us, it really comes down to parts. We have not seen any inflation in parts. One of the strategies we're employing there is just making sure that we understand where all the sources are and how we can best source at the best price available. Again, we have not seen a migration in prices up.
I would expect to see some, but we feel like with our initiatives to lower our cost of goods sold, we'll be able to offset those price increases.
All right. Thank you, Bill. David?
The next question reads, Carvana, a much less desirable company, has a stock price approximately five times higher than CarMax. What can be done to reward CarMax shareholders?
Yeah, I think our focus and strategies position us well against any competitors. If you think about some of the things that we've been working on for a period of time, some more recently than others, it starts with our experience and making sure that we have the largest total addressable market over any competitor from an experiential standpoint. However the customer wants to shop, we should have that best experience. I feel like FY2025 was a critical year for that. Other things that we're doing, the ABS bifurcation, the new funding tools that we've talked about, that will enable additional cap profit that can be then repurposed to however we want to invest that.
Inventory sourcing, we've obviously had a big push to continue to diversify our inventory sourcing to make sure that we can get the cars at the best rate, at the best price for our consumers. John Daniels and NCM CAF have done a phenomenal job making sure that in an environment right now where consumers are worried about affordability, just making sure that they can see what they can afford through our finance-based shopping. We're working on a lot of efficiency measures, which will both impact cost of goods sold and SG&A, which again will help the bottom line. We're looking at ancillary profits in other parts of the business. Think about things like extended service plan. Certainly, the buybacks, all of these will help not only top-line growth, but bottom-line growth.
I think you get those continuing to go in the right direction, which we've had a good four quarters in a row of continuing to grow. I think the stock will respond.
Thank you, Bill. Seeing that there are no further questions, that concludes our meeting for the day. Thank you all for attending.
This does conclude the meeting. Thank you for joining. You may now disconnect.
The host has ended this call. Good.