CarMax, Inc. (KMX)
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AGM 2026

Jun 23, 2026

Summary

The meeting covered director elections, auditor ratification, executive compensation, and stock plan amendments, all of which were approved. No shareholder questions were received, and outgoing directors were recognized for their service.

Mac Stuckey
SVP of General Counsel and Corporate Secretary, CarMax

Good afternoon, and thank you for joining us today. It's my pleasure to welcome you to CarMax's 2026 Annual Meeting of Shareholders. I'm Mac Stuckey, Senior Vice President, General Counsel, and Corporate Secretary. At the chair's request, 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, 2026, previously filed with the SEC. The rules of conduct and procedure 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 the 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 chair's request, 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.

Pascavlo, 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 meeting materials, was mailed or made available commencing on May 12th, 2026, to our shareholders of record as of the close of business on April 17, 2026, 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, Mike Mize, Elizabeth Miller, and Mi Hoang. They'll be available to respond to shareholder questions later in the meeting. Now it's my pleasure to introduce Tom Folliard, our Chair of the Board of Directors. Tom will introduce the members of our board.

Thomas Folliard
Interim Executive Chair of the Board, CarMax

Thank you, Mac, and thank you to everyone for attending our annual meeting of shareholders. Before we begin, I want to express my appreciation for Shira Goodman, who has served as director since 2007, and Mitch Steenrod, who has served as a director since 2011 and our Lead Independent Director since 2019. Shira and Mitch are not standing for re-election this year, and we thank them for their many years of service on our board. We have an outstanding group of director nominees this year. Keith Barr, our CEO and a director since March of this year, Pete Bensen, a director since 2018, Sona Chawla, a director since 2017, David McCreight, a director since 2018, Mark O'Neil, a director since 2019, Pietro Satriano, a director since 2018, Marcella Shinder, a director since 2015, and myself, I've been a director since 2006.

We also have three new director nominees, each of Bill Cobb, Jim Kessler, and Bob O'Shaughnessy. 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 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: Keith Barr, Pete Bensen, Sona Chawla, Bill Cobb, Jim Kessler, David McCreight, Mark O'Neil, Bob O'Shaughnessy, Pietro Satriano, Marcella Shinder, 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 served as our independent auditors for fiscal 2026, 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 2027.

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 approval of the amended and restated CarMax 2002 Stock Incentive Plan. The proposed amendments to the stock incentive plan are described 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 we received any comments or questions?

David Lowenstein
VP of Investor Relations, CarMax

No, we have not received any comments or questions on the proposals.

Thomas Folliard
Interim Executive Chair of the Board, CarMax

Thank you, David. The polls are now closed. Would the secretary please summarize the preliminary voting results on the applicable proposals?

Mac Stuckey
SVP of General Counsel and Corporate Secretary, CarMax

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 amendments to the CarMax 2002 Stock Incentive Plan have been approved. We will report the final vote results in a Form 8-K to be filed within four business days.

Thomas Folliard
Interim Executive Chair of the Board, CarMax

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 will ask David once again to read out any questions that have been submitted.

David Lowenstein
VP of Investor Relations, CarMax

We have not received any comments or questions from our shareholders.

Thomas Folliard
Interim Executive Chair of the Board, CarMax

Thank you, David. That concludes our meeting today, and thank you all for attending. The meeting has now concluded. Thank you for joining, and have a pleasant day.