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Compiled from SEC Form N-PX filings and CarMax, Inc.’s Form 8-K, filed June 24, 2026 (Item 5.07 on EDGAR). Page generated October 25, 2026.
Meeting of June 23, 2026: 14 items on CarMax, Inc.’s Form 8-K, filed June 24, 2026: 11 elected · 3 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 24, 2026 (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: Keith Barr | 114,829,416 | 350,233 | 138,896 | -- | 11,193,404 | 99.6% | Elected | — |
| Elect Director: Peter J. Bensen | 114,403,706 | 776,024 | 138,815 | -- | 11,193,404 | 99.3% | Elected | — |
| Elect Director: Sona Chawla | 114,434,618 | 746,132 | 137,795 | -- | 11,193,404 | 99.3% | Elected | — |
| Elect Director: William C. Cobb | 114,470,410 | 534,503 | 313,632 | -- | 11,193,404 | 99.5% | Elected | — |
| Elect Director: Thomas J. Folliard | 109,919,543 | 5,261,737 | 137,265 | -- | 11,193,404 | 95% | Elected | — |
| Elect Director: James Kessler | 114,578,494 | 424,775 | 315,276 | -- | 11,193,404 | 99.6% | Elected | — |
| Elect Director: David W. McCreight | 113,554,035 | 1,628,064 | 136,446 | -- | 11,193,404 | 99% | Elected | — |
| Elect Director: Mark F. O'Neil | 113,568,648 | 1,613,682 | 136,215 | -- | 11,193,404 | 99% | Elected | — |
| Elect Director: Robert T. O'Shaughnessy | 114,784,276 | 393,343 | 140,926 | -- | 11,193,404 | 99.6% | Elected | — |
| Elect Director: Pietro Satriano | 114,374,545 | 804,908 | 139,092 | -- | 11,193,404 | 99.3% | Elected | — |
| Elect Director: Marcella Shinder | 111,552,110 | 3,037,796 | 728,639 | -- | 11,193,404 | 97% | Elected | — |
| 2. The selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2027 pursuant to the vote set forth below | 124,402,598 | 1,969,402 | 139,949 | -- | -- | 98% | Approved | — |
| 3. The non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below | 107,869,976 | 5,685,835 | 1,762,734 | -- | 11,193,404 | 95% | Approved | — |
| 4. The CarMax, Inc | 109,927,642 | 3,724,815 | 1,666,088 | -- | 11,193,404 | 97% | Approved | — |
Source: CarMax, Inc., Form 8-K, filed with the SEC on June 24, 2026 — read the filing on EDGAR.
Each item below shows how the 505 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 6 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 2027 Annual Shareholders Meeting: Keith Barr
CarMax, Inc.’s own tally for this item (“Elect Director: Keith Barr”): 114,829,416 for, 350,233 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,580,392 | 4 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,298 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,407,261 for, 4,542 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 560 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 1,559,693 for.
Combines 6 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 2027 Annual Shareholders Meeting: Peter J. Bensen
CarMax, Inc.’s own tally for this item (“Elect Director: Peter J. Bensen”): 114,403,706 for, 776,024 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,536,435 | 43,962 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,340,748 for, 71,056 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Combines 6 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 2027 Annual Shareholders Meeting: Sona Chawla
CarMax, Inc.’s own tally for this item (“Elect Director: Sona Chawla”): 114,434,618 for, 746,132 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,536,435 | 43,962 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,340,748 for, 71,056 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Combines 6 wordings of this item as funds reported it.
99.5% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: William C. Cobb
CarMax, Inc.’s own tally for this item (“Elect Director: William C. Cobb”): 114,470,410 for, 534,503 against, per its Form 8-K filed June 24, 2026 (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 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99.5% 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 | 16,580,388 | 6 | 6 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,298 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,407,257 for, 4,544 against, 15,329 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 560 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 1,559,693 for.
Combines 6 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Thomas J. Folliard
CarMax, Inc.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 109,919,543 for, 5,261,737 against, per its Form 8-K filed June 24, 2026 (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 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 95% 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 | 16,510,150 | 70,244 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,150 | 3,148 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,313,630 for, 98,173 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Combines 6 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 2027 Annual Shareholders Meeting: James Kessler
CarMax, Inc.’s own tally for this item (“Elect Director: James Kessler”): 114,578,494 for, 424,775 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,580,389 | 4 | 6 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,298 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,407,258 for, 4,542 against, 15,329 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 560 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 1,559,693 for.
Combines 7 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: David W. McCreight
CarMax, Inc.’s own tally for this item (“Elect Director: David W. McCreight”): 113,554,035 for, 1,628,064 against, per its Form 8-K filed June 24, 2026 (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 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99% 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 | 16,536,425 | 43,971 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,295,643 for, 116,160 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Combines 7 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 2027 Annual Shareholders Meeting: Robert T. O'Shaughnessy
CarMax, Inc.’s own tally for this item (“Elect Director: Robert T. O'Shaughnessy”): 114,784,276 for, 393,343 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,580,391 | 4 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,298 | 0 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,407,260 for, 4,542 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 560 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 1,559,693 for.
Combines 6 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 2027 Annual Shareholders Meeting: Pietro Satriano
CarMax, Inc.’s own tally for this item (“Elect Director: Pietro Satriano”): 114,374,545 for, 804,908 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,536,434 | 43,963 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,340,747 for, 71,057 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
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 2027 Annual Shareholders Meeting: Marcella Shinder
CarMax, Inc.’s own tally for this item (“Elect Director: Marcella Shinder”): 111,552,110 for, 3,037,796 against, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,510,171 | 70,217 | 11 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,121 | 3,177 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 547,951 | 0 | Abstain |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 53,720,576 for, 143,269 against, 563,285 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Combines 6 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Mark F. O'Neil
CarMax, Inc.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 113,568,648 for, 1,613,682 against, per its Form 8-K filed June 24, 2026 (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 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 97 asset managers below reported 54,340,776 for, 116,720 against, 15,327 abstained, 169 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,536,425 | 43,971 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 4 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: To approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated.
CarMax, Inc.’s own tally for this item (“4. The CarMax, Inc”): 109,927,642 for, 3,724,815 against — passed, per its Form 8-K filed June 24, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, 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 | 16,580,355 | 22 | 22 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,180 | 118 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 0 | 1,773,886 | 0 | 0 | Against |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 195,055 | 0 | 0 | 0 | For |
| JPMorgan | 168,130 | 0 | 0 | 0 | For |
Fund voting reports, all 91 managers: 51,667,505 for, 1,814,717 against, 15,345 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 0 | 0 | 1,514,000 | 0 | Abstain |
| Silver Heights Capital Management Inc | 0 | 915,423 | 0 | 0 | Against |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Vident Advisory, LLC | 3,764 | 0 | 0 | 0 | For |
| CHECK CAPITAL MANAGEMENT INC/CA | 2,092 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 560 | 0 | 0 | 0 | For |
| Boltwood Capital Management | 380 | 0 | 0 | 0 | For |
| Hendershot Investments Inc. | 0 | 300 | 0 | 0 | Against |
| FINANCIAL CONSULATE, INC | 15 | 0 | 0 | 0 | For |
Institutional-manager reports, all 9 managers: 51,944 for, 915,723 against, 1,514,000 abstained.
Combines 15 wordings of this item as funds reported it.
95% 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”): 107,869,976 for, 5,685,835 against — passed, per its Form 8-K filed June 24, 2026 (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: 95% 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 | 16,510,147 | 70,228 | 24 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,263,240 | 3,058 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 0 | 1,773,886 | 0 | 0 | Against |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 547,951 | 0 | 0 | Against |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 47,287 | 254,964 | 0 | 0 | Mixed |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 51,336,328 for, 3,075,456 against, 15,347 abstained, 169 not voted, 329 mixed. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Janus Henderson | 8,733,112 | 0 | 0 | 0 | For |
| Starboard | 5,565,271 | 0 | 0 | 0 | For |
| SRS Investment Management, LLC | 5,155,301 | 0 | 0 | 0 | For |
| State Street | 4,563,693 | 8,577 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 4,301,366 | 0 | 0 | 0 | For |
| BlackRock | 4,029,956 | 3,175 | 2 | 0 | For |
| AQR | 3,934,145 | 0 | 0 | 0 | For |
| Baird | 3,325,189 | 0 | 0 | 0 | For |
| First Pacific Advisors, LP | 2,986,133 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,551,078 | 0 | 0 | 0 | For |
| John Hancock | 2,326,866 | 0 | 0 | 0 | For |
| DE Shaw | 2,076,233 | 0 | 0 | 0 | For |
| Vulcan Value Partners, LLC | 1,971,564 | 0 | 0 | 0 | For |
| American Century | 0 | 1,861,733 | 0 | 0 | Against |
| Rings Capital Management LLC | 0 | 0 | 1,514,000 | 0 | Abstain |
| Charles Schwab | 1,444,976 | 0 | 0 | 0 | For |
| Vanguard | 1,177,091 | 0 | 0 | 0 | For |
| Northern Trust | 1,024,931 | 0 | 0 | 0 | For |
| Silver Heights Capital Management Inc | 0 | 915,423 | 0 | 0 | Against |
| Apollo Management Holdings, L.P. | 912,351 | 0 | 0 | 0 | For |
| Invesco | 873,548 | 283 | 0 | 0 | For |
| ENVESTNET ASSET MANAGEMENT INC | 834,971 | 413 | 0 | 0 | For |
| Diamond Hill Capital Management, LLC (Investment Advisor) | 826,154 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 753,293 | 0 | 0 | 0 | For |
| Dimensional | 740,280 | 0 | 0 | 0 | For |
Institutional-manager reports, all 432 managers: 73,570,049 for, 4,269,321 against, 11,020 withheld, 1,823,054 abstained, 12,998 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% 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 2027 pursuant to the vote set forth below”): 124,402,598 for, 1,969,402 against — passed, per its Form 8-K filed June 24, 2026 (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 2027 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 | 16,554,145 | 26,252 | 4 | 0 | For |
| BlackRock | 11,649,093 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,156,983 | 0 | 0 | 0 | For |
| Fidelity | 2,490,267 | 0 | 0 | 0 | For |
| State Street | 2,266,180 | 118 | 0 | 0 | For |
| Investment Managers Series Trust III | 1,969,115 | 0 | 0 | 0 | For |
| American Century | 1,773,886 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 1,346,400 | 0 | 0 | 0 | For |
| John Hancock | 1,310,986 | 0 | 0 | 0 | For |
| Dimensional | 1,301,123 | 0 | 0 | 0 | For |
| Charles Schwab | 1,261,883 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,144,760 | 0 | 0 | 0 | For |
| DIAMOND HILL FUNDS | 1,071,695 | 0 | 0 | 0 | For |
| Invesco | 774,732 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 547,951 | 0 | 0 | 0 | For |
| AQR | 490,913 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 447,715 | 0 | 0 | 0 | For |
| Elevation Series Trust | 363,694 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 323,429 | 0 | 0 | 0 | For |
| Jackson National | 302,251 | 0 | 0 | 0 | For |
| JANUS ASPEN SERIES | 277,594 | 0 | 0 | 0 | For |
| First Trust | 276,347 | 0 | 0 | 0 | For |
| Equitable | 268,679 | 0 | 0 | 0 | For |
| TIAA | 235,422 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 219,238 | 0 | 0 | 0 | For |
Fund voting reports, all 95 managers: 54,311,748 for, 100,057 against, 15,327 abstained, 169 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Rings Capital Management LLC | 1,514,000 | 0 | 0 | 0 | For |
| Midway Capital Research & Management | 45,133 | 0 | 0 | 0 | For |
| Sendero Wealth Management, LLC | 0 | 560 | 0 | 0 | Against |
Institutional-manager reports, all 3 managers: 1,559,133 for, 560 against.
Not shown here: this season’s fund filings also report 1 item from the meeting of June 24, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
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 141,911,096 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.68% |
| 2 | BlackRock | 8.21% |
| 3 | JANUS INVESTMENT FUND | 2.22% |
| 4 | Fidelity | 1.75% |
| 5 | State Street | 1.60% |
| 6 | Investment Managers Series Trust III | 1.39% |
| 7 | American Century | 1.25% |
| 8 | PRIMECAP Odyssey Funds | 0.95% |
| 9 | John Hancock | 0.92% |
| 10 | Dimensional | 0.92% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Janus Henderson | 6.15% |
| 2 | Starboard | 3.92% |
| 3 | SRS Investment Management, LLC | 3.63% |
| 4 | State Street | 3.22% |
| 5 | PRIMECAP MANAGEMENT CO/CA/ | 3.03% |
| 6 | BlackRock | 2.84% |
| 7 | AQR | 2.77% |
| 8 | Baird | 2.34% |
| 9 | First Pacific Advisors, LP | 2.10% |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.80% |
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 |
|---|---|---|
| BlackRock | 12.16% | 13F |
| Vanguard Group | 10.62% | 13F |
| Vanguard Capital Management | 5.26% | 13G |
| Two Sigma | 3.78% | 13F |
| State Street | 3.44% | 13F |
| Dimensional Fund Advisors | 3.01% | 13F |
| D.E. Shaw | 2.29% | 13F |
| Geode Capital | 1.80% | 13F |
| Morgan Stanley | 1.62% | 13F |
| Goldman Sachs | 1.13% | 13F |
Percentages above are of 141,911,096 shares outstanding, as reported by CarMax, Inc. on its Form 10-Q dated June 22, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 June 22, 2026. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.
At CarMax, Inc.'s shareholder meeting held June 23, 2026, in the 2025-2026 proxy season, 505 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 5,755 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 95% 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 24, 2026.
CarMax, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.