CarMax Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KMX
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(804 ) 747-0422
Registrant's telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On June 25, 2024, the Company held its 2024 Annual Meeting of Shareholders. The following actions were taken:
1. The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders, pursuant to the vote set forth below.
| Director | Votes For | Votes Against | Votes Abstaining | |||||||||||||||||
| Peter J. Bensen | 134,270,395 | 741,518 | 848,834 | |||||||||||||||||
| Ronald E. Blaylock | 129,906,221 | 5,095,116 | 859,410 | |||||||||||||||||
| Sona Chawla | 134,166,704 | 850,229 | 843,814 | |||||||||||||||||
| Thomas J. Folliard | 130,731,002 | 4,284,452 | 845,293 | |||||||||||||||||
| Shira Goodman | 123,430,723 | 11,587,592 | 842,432 | |||||||||||||||||
| David W. McCreight | 134,334,723 | 677,283 | 848,741 | |||||||||||||||||
| William D. Nash | 133,968,603 | 1,045,898 | 846,246 | |||||||||||||||||
| Mark F. O’Neil | 134,501,861 | 509,628 | 849,258 | |||||||||||||||||
| Pietro Satriano | 134,499,358 | 508,261 | 853,128 | |||||||||||||||||
| Marcella Shinder | 131,727,673 | 3,285,543 | 847,531 | |||||||||||||||||
| Mitchell D. Steenrod | 130,233,054 | 4,778,353 | 849,340 | |||||||||||||||||
There were 9,811,372 broker non-votes for each director.
2. The shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025 pursuant to the vote set forth below.
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 140,130,900 | 5,497,785 | 43,434 | ||||||||||||
3. The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 120,308,324 | 13,766,949 | 1,785,474 | ||||||||||||
There were 9,811,372 broker non-votes related to this vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARMAX, INC. | ||||||||
| (Registrant) | ||||||||
| Dated: June 27, 2024 | By: /s/ John M. Stuckey, III | |||||||
| John M. Stuckey, III | ||||||||
| Vice President, Deputy General Counsel | ||||||||
| and Corporate Secretary | ||||||||