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Compiled from SEC Form N-PX filings and CARMAX INC.’s Form 8-K, filed June 27, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 25, 2024: 13 items on CARMAX INC.’s Form 8-K, filed June 27, 2024: 11 elected · 2 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore CARMAX INC. in the interactive database Compare manager voting policies
These tallies are CARMAX INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 27, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Peter J. Bensen | 134,270,395 | 741,518 | 848,834 | -- | 9,811,372 | 99.4% | Elected | — |
| Elect Director: Ronald E. Blaylock | 129,906,221 | 5,095,116 | 859,410 | -- | 9,811,372 | 96% | Elected | — |
| Elect Director: Sona Chawla | 134,166,704 | 850,229 | 843,814 | -- | 9,811,372 | 99.3% | Elected | — |
| Elect Director: Thomas J. Folliard | 130,731,002 | 4,284,452 | 845,293 | -- | 9,811,372 | 97% | Elected | — |
| Elect Director: Shira Goodman | 123,430,723 | 11,587,592 | 842,432 | -- | 9,811,372 | 91% | Elected | — |
| Elect Director: David W. McCreight | 134,334,723 | 677,283 | 848,741 | -- | 9,811,372 | 99.4% | Elected | — |
| Elect Director: William D. Nash | 133,968,603 | 1,045,898 | 846,246 | -- | 9,811,372 | 99.2% | Elected | — |
| Elect Director: Mark F. O'Neil | 134,501,861 | 509,628 | 849,258 | -- | 9,811,372 | 99.6% | Elected | — |
| Elect Director: Pietro Satriano | 134,499,358 | 508,261 | 853,128 | -- | 9,811,372 | 99.6% | Elected | — |
| Elect Director: Marcella Shinder | 131,727,673 | 3,285,543 | 847,531 | -- | 9,811,372 | 98% | Elected | — |
| Elect Director: Mitchell D. Steenrod | 130,233,054 | 4,778,353 | 849,340 | -- | 9,811,372 | 96% | Elected | — |
| 2. The selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2025 pursuant to the vote set forth below | 140,130,900 | 5,497,785 | 43,434 | -- | -- | 96% | Approved | — |
| 3. The non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below | 120,308,324 | 13,766,949 | 1,785,474 | -- | 9,811,372 | 90% | Approved | — |
Source: CARMAX INC., Form 8-K, filed with the SEC on June 27, 2024 — read the filing on EDGAR.
Each item below shows how the 677 asset managers that disclosed a CARMAX INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 12 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: David W. McCreight
CARMAX INC.’s own tally for this item (“Elect Director: David W. McCreight”): 134,334,723 for, 677,283 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,256 | 25 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,414,616 for, 16,321 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Marcella Shinder
CARMAX INC.’s own tally for this item (“Elect Director: Marcella Shinder”): 131,727,673 for, 3,285,543 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,214 | 431 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,201 | 80 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,401,318 for, 29,618 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 11 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mark F. O'Neil
CARMAX INC.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 134,501,861 for, 509,628 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,256 | 25 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,425,912 for, 5,025 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mitchell D. Steenrod
CARMAX INC.’s own tally for this item (“Elect Director: Mitchell D. Steenrod”): 130,233,054 for, 4,778,353 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,214 | 431 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,177 | 104 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,377,278 for, 53,659 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Peter J. Bensen
CARMAX INC.’s own tally for this item (“Elect Director: Peter J. Bensen”): 134,270,395 for, 741,518 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,256 | 25 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,425,182 for, 5,755 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Pietro Satriano
CARMAX INC.’s own tally for this item (“Elect Director: Pietro Satriano”): 134,499,358 for, 508,261 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,256 | 25 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,425,182 for, 5,755 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 11 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Ronald E. Blaylock
CARMAX INC.’s own tally for this item (“Elect Director: Ronald E. Blaylock”): 129,906,221 for, 5,095,116 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,232 | 49 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,380,203 for, 50,733 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Shira Goodman
CARMAX INC.’s own tally for this item (“Elect Director: Shira Goodman”): 123,430,723 for, 11,587,592 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,408,912 | 734 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 321 | 552,960 | 0 | 0 | Against |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 61,569,617 for, 861,320 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Sona Chawla
CARMAX INC.’s own tally for this item (“Elect Director: Sona Chawla”): 134,166,704 for, 850,229 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,256 | 25 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,414,616 for, 16,321 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Thomas J. Folliard
CARMAX INC.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 130,731,002 for, 4,284,452 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,251 | 30 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,340,448 for, 90,489 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 10 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: William D. Nash
CARMAX INC.’s own tally for this item (“Elect Director: William D. Nash”): 133,968,603 for, 1,045,898 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,496 | 149 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,251 | 30 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 144 managers: 62,425,907 for, 5,030 against, 1 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 460,000 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 241,108 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 48,828 | 0 | 0 | 0 | For |
| HOWLAND CAPITAL MANAGEMENT LLC | 4,785 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 754,721 for.
Combines 29 wordings of this item as funds reported it.
90% Approved · of votes cast
Description as filed by funds: To approve, in an advisory (non- binding) vote, the compensation of our named executive officers.
CARMAX INC.’s own tally for this item (“3. The non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below”): 120,308,324 for, 13,766,949 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.”
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 0 | 2,740,821 | 0 | 0 | Against |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,214 | 431 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 806,984 | 91,492 | 0 | 0 | Mixed |
| FMI FUNDS INC | 0 | 830,000 | 0 | 0 | Against |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 0 | 594,358 | 0 | 0 | Against |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,201 | 80 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 394,654 | 1,500 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Fund voting reports, all 143 managers: 57,798,967 for, 4,607,969 against, 2 withheld, 6,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PRINCIPAL GLOBAL INVESTORS | 8,760,341 | 0 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 5,101,000 | 0 | 0 | 0 | For |
| Janus Henderson | 4,356,072 | 0 | 0 | 0 | For |
| Ruane, Cunniff & Goldfarb L.P. | 3,921,242 | 0 | 0 | 0 | For |
| BlackRock | 3,221,144 | 48,843 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,915,321 | 0 | 0 | 0 | For |
| Capital Research Global Investors | 0 | 2,784,191 | 0 | 0 | Against |
| Turtle Creek Asset Management Inc. | 2,731,552 | 0 | 0 | 0 | For |
| AKRE CAPITAL MANAGEMENT LLC | 2,700,661 | 0 | 0 | 0 | For |
| DIAMOND HILL CAPITAL MANAGEMENT INC | 2,390,200 | 0 | 0 | 0 | For |
| LONDON CO OF VIRGINIA | 2,330,267 | 0 | 0 | 0 | For |
| State Street | 2,195,583 | 4,270 | 0 | 0 | For |
| Wellington | 2,114,926 | 0 | 0 | 0 | For |
| First Pacific Advisors, LP | 2,003,820 | 0 | 0 | 0 | For |
| Baird | 1,818,877 | 0 | 0 | 0 | For |
| FIDUCIARY MANAGEMENT INC /WI/ | 0 | 1,555,567 | 0 | 0 | Against |
| TIMUCUAN ASSET MANAGEMENT INC/FL | 1,506,911 | 0 | 0 | 0 | For |
| DF DENT & CO INC | 1,446,401 | 0 | 0 | 0 | For |
| Giverny Capital Inc. | 1,431,991 | 0 | 0 | 0 | For |
| ENVESTNET ASSET MANAGEMENT INC | 1,225,411 | 0 | 0 | 0 | For |
| Northern Trust | 1,145,661 | 46,679 | 0 | 0 | For |
| Makaira Partners LLC | 1,164,742 | 0 | 0 | 0 | For |
| COOKE & BIELER LP | 1,118,844 | 0 | 0 | 0 | For |
| Charles Schwab | 1,020,267 | 0 | 0 | 0 | For |
| BROWN ADVISORY INC | 977,013 | 26,680 | 0 | 0 | For |
Institutional-manager reports, all 559 managers: 83,902,928 for, 9,289,030 against, 462,394 abstained, 11,345 not voted, 7,334 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Approved · of votes cast
Description as filed by funds: To ratify the appointment of KPMG LLP as independent registered public accounting firm.
CARMAX INC.’s own tally for this item (“2. The selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2025 pursuant to the vote set forth below”): 140,130,900 for, 5,497,785 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The shareholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2025 pursuant to the vote set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 146 asset managers below reported 62,690,234 for, 32,138 against, 6,093 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 20,726,074 | 0 | 0 | 0 | For |
| Principal | 7,017,604 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 2,770,952 | 0 | 0 | 0 | For |
| AMCAP FUND | 2,740,821 | 0 | 0 | 0 | For |
| PROFESSIONALLY MANAGED PORTFOLIOS | 2,199,997 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 2,019,100 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,840,000 | 0 | 0 | 0 | For |
| SEQUOIA FUND INC | 1,454,452 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 1,447,844 | 0 | 0 | 0 | For |
| BlackRock | 1,409,645 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,256,590 | 0 | 0 | 0 | For |
| Hartford | 1,240,792 | 0 | 0 | 0 | For |
| Charles Schwab | 1,009,373 | 0 | 0 | 0 | For |
| American Century | 898,476 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 830,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 802,823 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 774,500 | 0 | 0 | 0 | For |
| MADISON FUNDS | 594,358 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 566,825 | 0 | 0 | 0 | For |
| State Street | 553,257 | 24 | 0 | 0 | For |
| TIAA | 438,436 | 0 | 0 | 0 | For |
| Equitable | 423,830 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 396,154 | 0 | 0 | 0 | For |
| FENIMORE ASSET MANAGEMENT TRUST | 373,296 | 0 | 0 | 0 | For |
Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 156,352,956 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 13.26% |
| 2 | Principal | 4.49% |
| 3 | JANUS INVESTMENT FUND | 2.23% |
| 4 | Fidelity | 1.77% |
| 5 | AMCAP FUND | 1.75% |
| 6 | PROFESSIONALLY MANAGED PORTFOLIOS | 1.41% |
| 7 | DIAMOND HILL FUNDS | 1.29% |
| 8 | PRIMECAP Odyssey Funds | 1.18% |
| 9 | SEQUOIA FUND INC | 0.93% |
| 10 | TOUCHSTONE FUNDS GROUP TRUST | 0.93% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | PRINCIPAL GLOBAL INVESTORS | 5.60% |
| 2 | PRIMECAP MANAGEMENT CO/CA/ | 3.26% |
| 3 | Janus Henderson | 2.79% |
| 4 | Ruane, Cunniff & Goldfarb L.P. | 2.51% |
| 5 | BlackRock | 2.09% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.86% |
| 7 | Capital Research Global Investors | 1.78% |
| 8 | Turtle Creek Asset Management Inc. | 1.75% |
| 9 | AKRE CAPITAL MANAGEMENT LLC | 1.73% |
| 10 | DIAMOND HILL CAPITAL MANAGEMENT INC | 1.53% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 10.81% | 13F |
| BlackRock | 7.34% | 13F |
| State Street | 3.97% | 13F |
| Geode Capital | 2.29% | 13F |
| Invesco | 2.23% | 13F |
| Morgan Stanley | 1.59% | 13F |
| Wellington Management | 1.56% | 13F |
| Dimensional Fund Advisors | 1.25% | 13F |
| Citadel Advisors | 1.18% | 13F |
| Norges Bank | 1.11% | 13F |
Percentages above are of 156,352,956 shares outstanding, as reported by CARMAX INC. on its Form 10-Q dated May 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CARMAX INC.’s 10-Q dated May 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At CARMAX INC.'s shareholder meeting held June 25, 2024, in the 2023-2024 proxy season, 677 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 8,221 separate fund positions. On the most widely held item on that ballot — To approve, in an advisory (non- binding) vote, the compensation of our named executive… — CARMAX INC.'s filing reports the proposal as approved, with 90% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CARMAX INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 27, 2024.
CARMAX INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.