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Compiled from SEC Form N-PX filings and CARMAX INC.’s Form 8-K, filed June 26, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 24, 2025: 13 items on CARMAX INC.’s Form 8-K, filed June 26, 2025: 10 elected · 2 approved · 1 not 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 26, 2025 (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 | 124,551,356 | 2,828,916 | 898,511 | -- | 11,558,536 | 98% | Elected | — |
| Elect Director: Sona Chawla | 124,439,341 | 2,945,067 | 894,375 | -- | 11,558,536 | 98% | Elected | — |
| Elect Director: Thomas J. Folliard | 117,014,316 | 10,076,423 | 1,188,044 | -- | 11,558,536 | 92% | Elected | — |
| Elect Director: Shira Goodman | 110,263,233 | 16,628,878 | 1,386,672 | -- | 11,558,536 | 87% | Elected | — |
| Elect Director: David W. McCreight | 122,251,295 | 5,127,539 | 899,949 | -- | 11,558,536 | 96% | Elected | — |
| Elect Director: William D. Nash | 123,991,848 | 3,097,667 | 1,189,268 | -- | 11,558,536 | 98% | Elected | — |
| Elect Director: Mark F. O'Neil | 124,735,087 | 2,644,579 | 899,117 | -- | 11,558,536 | 98% | Elected | — |
| Elect Director: Pietro Satriano | 124,748,057 | 2,629,738 | 900,988 | -- | 11,558,536 | 98% | Elected | — |
| Elect Director: Marcella Shinder | 123,126,262 | 4,165,214 | 987,307 | -- | 11,558,536 | 97% | Elected | — |
| Elect Director: Mitchell D. Steenrod | 119,449,271 | 7,929,612 | 899,900 | -- | 11,558,536 | 94% | Elected | — |
| 2. The selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026 pursuant to the vote set forth below | 131,574,855 | 8,201,749 | 60,715 | -- | -- | 94% | Approved | — |
| 3. The non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below | 110,883,252 | 15,376,527 | 2,019,004 | -- | 11,558,536 | 88% | Approved | — |
| 4. The shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below | 46,443,258 | 80,849,647 | 985,878 | -- | 11,558,536 | 36% | Not approved | — |
Source: CARMAX INC., Form 8-K, filed with the SEC on June 26, 2025 — read the filing on EDGAR.
Each item below shows how the 697 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 7 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 2026 Annual Shareholders Meeting: David W. McCreight
CARMAX INC.’s own tally for this item (“Elect Director: David W. McCreight”): 122,251,295 for, 5,127,539 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,754,878 for, 1,615,522 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 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 2026 Annual Shareholders Meeting: Marcella Shinder
CARMAX INC.’s own tally for this item (“Elect Director: Marcella Shinder”): 123,126,262 for, 4,165,214 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,567,779 | 2,208 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,699,613 for, 1,670,787 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 7 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 2026 Annual Shareholders Meeting: Mark F. O'Neil
CARMAX INC.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 124,735,087 for, 2,644,579 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,756,409 for, 1,613,992 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Mitchell D. Steenrod
CARMAX INC.’s own tally for this item (“Elect Director: Mitchell D. Steenrod”): 119,449,271 for, 7,929,612 against, per its Form 8-K filed June 26, 2025 (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 2026 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 94% 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 | 21,567,779 | 2,209 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,529,806 | 684 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,846 | 26 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,672,127 for, 1,698,274 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 7 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 2026 Annual Shareholders Meeting: Peter J. Bensen
CARMAX INC.’s own tally for this item (“Elect Director: Peter J. Bensen”): 124,551,356 for, 2,828,916 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,755,666 for, 1,614,734 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 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 2026 Annual Shareholders Meeting: Pietro Satriano
CARMAX INC.’s own tally for this item (“Elect Director: Pietro Satriano”): 124,748,057 for, 2,629,738 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,755,667 for, 1,614,734 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Shira Goodman
CARMAX INC.’s own tally for this item (“Elect Director: Shira Goodman”): 110,263,233 for, 16,628,878 against, per its Form 8-K filed June 26, 2025 (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 2026 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 87% 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 | 20,718,376 | 851,612 | 0 | 0 | For |
| Principal | 4,567,557 | 470 | 0 | 0 | For |
| BlackRock | 3,529,210 | 1,280 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,307 | 159 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 2,975 | 1,366,897 | 0 | 0 | Against |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 0 | 205,110 | 0 | 0 | Against |
Fund voting reports, all 134 managers: 53,985,255 for, 4,385,144 against, 3 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 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 2026 Annual Shareholders Meeting: Sona Chawla
CARMAX INC.’s own tally for this item (“Elect Director: Sona Chawla”): 124,439,341 for, 2,945,067 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,872 | 0 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,755,014 for, 1,615,386 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 6 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Thomas J. Folliard
CARMAX INC.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 117,014,316 for, 10,076,423 against, per its Form 8-K filed June 26, 2025 (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 2026 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 92% 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 | 20,718,377 | 851,611 | 0 | 0 | For |
| Principal | 4,567,609 | 418 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,862 | 10 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 0 | 0 | 219,238 | 0 | Abstain |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 55,555,358 for, 2,595,803 against, 2 withheld, 224,533 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 0 | 15,188 | 0 | 0 | Against |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,031,430 for, 15,188 against.
Combines 6 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 2026 Annual Shareholders Meeting: William D. Nash
CARMAX INC.’s own tally for this item (“Elect Director: William D. Nash”): 123,991,848 for, 3,097,667 against, per its Form 8-K filed June 26, 2025 (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 2026 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 | 21,569,987 | 1 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,862 | 10 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 0 | 0 | 219,238 | 0 | Abstain |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 56,537,159 for, 1,614,003 against, 2 withheld, 224,533 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 5 managers: 1,046,618 for.
Combines 20 wordings of this item as funds reported it.
88% 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”): 110,883,252 for, 15,376,527 against — passed, per its Form 8-K filed June 26, 2025 (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: 88% 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 | 21,569,985 | 2 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,528,383 | 2,107 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,686 | 186 | 0 | 0 | For |
| American Century | 987,648 | 102,435 | 0 | 0 | Mixed |
| FMI FUNDS INC | 0 | 739,600 | 0 | 0 | Against |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 607,523 | 0 | 0 | Against |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 2,000 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 0 | 385,656 | 0 | 0 | Against |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 134 managers: 54,602,900 for, 3,769,498 against, 4 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PRINCIPAL GLOBAL INVESTORS | 5,762,417 | 0 | 0 | 0 | For |
| Janus Henderson | 4,563,745 | 0 | 0 | 0 | For |
| BlackRock | 4,433,841 | 56,557 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 4,467,187 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 3,835,133 | 0 | 0 | 0 | For |
| State Street | 3,451,845 | 19,097 | 0 | 0 | For |
| Baird | 3,351,685 | 0 | 0 | 0 | For |
| Turtle Creek Asset Management Inc. | 2,575,650 | 0 | 0 | 0 | For |
| Invesco | 2,502,322 | 0 | 0 | 0 | For |
| First Pacific Advisors, LP | 0 | 2,433,702 | 0 | 0 | Against |
| DIAMOND HILL CAPITAL MANAGEMENT INC | 2,288,588 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 1,638,893 | 0 | 0 | 0 | For |
| Giverny Capital Inc. | 1,511,514 | 0 | 0 | 0 | For |
| Charles Schwab | 1,500,329 | 0 | 0 | 0 | For |
| FIDUCIARY MANAGEMENT INC /WI/ | 0 | 1,432,977 | 0 | 0 | Against |
| VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V. | 0 | 1,263,613 | 0 | 0 | Against |
| COOKE & BIELER LP | 1,252,612 | 0 | 0 | 0 | For |
| American Century | 1,093,391 | 106,787 | 0 | 0 | Mixed |
| Northern Trust | 1,144,742 | 47,124 | 0 | 0 | For |
| Holocene Advisors, LP | 1,144,234 | 0 | 0 | 0 | For |
| Wellington | 1,128,535 | 0 | 0 | 0 | For |
| Vulcan Value Partners, LLC | 1,095,357 | 0 | 0 | 0 | For |
| UBS | 0 | 1,033,976 | 0 | 0 | Against |
| ENVESTNET ASSET MANAGEMENT INC | 994,136 | 0 | 0 | 0 | For |
| Vanguard | 972,690 | 0 | 0 | 0 | For |
Institutional-manager reports, all 592 managers: 71,422,372 for, 11,205,373 against, 208,266 withheld, 796,455 abstained, 12,342 not voted, 207 unknown. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
94% 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 2026 pursuant to the vote set forth below”): 131,574,855 for, 8,201,749 against — passed, per its Form 8-K filed June 26, 2025 (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 2026 pursuant to the vote set forth below.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of CARMAX INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratify Appointment of Independent Auditors” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
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 | 21,567,779 | 2,209 | 0 | 0 | For |
| Principal | 4,568,027 | 0 | 0 | 0 | For |
| BlackRock | 3,530,490 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 3,479,733 | 0 | 0 | 0 | For |
| Invesco | 2,273,658 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 1,477,466 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,472,880 | 0 | 0 | 0 | For |
| State Street | 1,369,846 | 26 | 0 | 0 | For |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 649,400 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 457,871 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 424,240 | 0 | 0 | 0 | For |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 401,489 | 0 | 0 | 0 | For |
| TIAA | 385,656 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 308,191 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 228,752 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
Fund voting reports, all 133 managers: 56,721,438 for, 1,646,235 against, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 740,500 | 0 | 0 | 0 | For |
| Courant Investment Management LLC | 247,520 | 0 | 0 | 0 | For |
| Asset Management Advisors, LLC | 43,364 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 46 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 1,031,430 for.
Combines 3 wordings of this item as funds reported it.
36% Not approved · of votes cast
Description as filed by funds: To vote on a shareholder proposal regarding a shareholder special meeting right.
CARMAX INC.’s own tally for this item (“4. The shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below”): 46,443,258 for, 80,849,647 against — failed, per its Form 8-K filed June 26, 2025 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve the shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below.”
Support: 36% 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 | 590,862 | 20,979,126 | 0 | 0 | Against |
| Principal | 52 | 4,567,975 | 0 | 0 | Against |
| BlackRock | 6,016 | 3,524,474 | 0 | 0 | Against |
| DIAMOND HILL FUNDS | 3,488,190 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,484,996 | 0 | 0 | 0 | For |
| Fidelity | 60,200 | 3,419,533 | 0 | 0 | Against |
| Invesco | 0 | 2,273,658 | 0 | 0 | Against |
| Investment Managers Series Trust III | 0 | 1,573,300 | 0 | 0 | Against |
| Charles Schwab | 159 | 1,477,307 | 0 | 0 | Against |
| PRIMECAP Odyssey Funds | 0 | 1,472,880 | 0 | 0 | Against |
| State Street | 2,648 | 1,367,224 | 0 | 0 | Against |
| American Century | 1,090,083 | 0 | 0 | 0 | For |
| FMI FUNDS INC | 739,600 | 0 | 0 | 0 | For |
| WEITZ FUNDS | 0 | 649,400 | 0 | 0 | Against |
| Columbia Threadneedle | 607,523 | 0 | 0 | 0 | For |
| FINANCIAL INVESTORS TRUST | 0 | 424,240 | 0 | 0 | Against |
| WILLIAMSBURG INVESTMENT TRUST | 402,058 | 0 | 0 | 0 | For |
| Equitable | 351,484 | 50,005 | 0 | 0 | Mixed |
| TIAA | 0 | 385,656 | 0 | 0 | Against |
| ARIEL INVESTMENT TRUST | 0 | 308,191 | 0 | 0 | Against |
| JANUS ASPEN SERIES | 287,418 | 0 | 0 | 0 | For |
| John Hancock | 128,952 | 99,800 | 0 | 0 | Mixed |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| HEARTLAND GROUP INC | 205,110 | 0 | 0 | 0 | For |
| LIBERTY ALL STAR EQUITY FUND | 204,267 | 0 | 0 | 0 | For |
Fund voting reports, all 130 managers: 13,487,626 for, 44,381,166 against, 2 withheld, 5,295 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 0 | 740,500 | 0 | 0 | Against |
| Courant Investment Management LLC | 0 | 247,520 | 0 | 0 | Against |
| Asset Management Advisors, LLC | 0 | 43,364 | 0 | 0 | Against |
| Cardano Risk Management B.V. | 15,188 | 0 | 0 | 0 | For |
| BRANDYWINE OAK PRIVATE WEALTH LLC | 0 | 46 | 0 | 0 | Against |
Institutional-manager reports, all 5 managers: 15,188 for, 1,031,430 against.
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 150,582,152 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 14.32% |
| 2 | Principal | 3.03% |
| 3 | BlackRock | 2.34% |
| 4 | DIAMOND HILL FUNDS | 2.32% |
| 5 | JANUS INVESTMENT FUND | 2.31% |
| 6 | Fidelity | 2.31% |
| 7 | Invesco | 1.51% |
| 8 | Investment Managers Series Trust III | 1.04% |
| 9 | Charles Schwab | 0.98% |
| 10 | PRIMECAP Odyssey Funds | 0.98% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | PRINCIPAL GLOBAL INVESTORS | 3.83% |
| 2 | Janus Henderson | 3.03% |
| 3 | BlackRock | 2.98% |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 2.97% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.55% |
| 6 | State Street | 2.31% |
| 7 | Baird | 2.23% |
| 8 | Turtle Creek Asset Management Inc. | 1.71% |
| 9 | Invesco | 1.66% |
| 10 | First Pacific Advisors, LP | 1.62% |
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 | 12.01% | 13F |
| BlackRock | 8.03% | 13F |
| PRINCIPAL GLOBAL INVESTORS | 4.13% | 13G |
| State Street | 4.13% | 13F |
| Norges Bank | 3.06% | 13F |
| Geode Capital | 2.54% | 13F |
| Invesco | 1.90% | 13F |
| Morgan Stanley | 1.42% | 13F |
| Dimensional Fund Advisors | 1.20% | 13F |
| Northern Trust | 1.02% | 13F |
Percentages above are of 150,582,152 shares outstanding, as reported by CARMAX INC. on its Form 10-Q dated May 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. 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 24, 2025, in the 2024-2025 proxy season, 697 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 8,321 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 88% 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 26, 2025.
CARMAX INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.