Routine annual meeting filing with no earnings or operational data. The increased share reserve is standard for ongoing equity compensation and does not signal a change in business trajectory. Monitor next quarterly filing for any guidance or fundamental updates.
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Executive Summary
CarMax held its 2026 Annual Meeting on June 23, 2026, with shareholders electing all 11 director nominees, ratifying KPMG as auditor, approving say-on-pay, and approving an amendment to the 2002 Stock Incentive Plan that increases the share reserve by 1,842,000 shares to a total of 63,692,000 shares. This is a routine governance filing with no material financial or operational impact.
Key Facts
- Shareholders elected all 11 director nominees for one-year terms; Thomas J. Folliard received the most votes against (5,261,737) but was still elected.
- KPMG LLP ratified as independent auditor for fiscal 2027 with 124,402,598 votes for.
- Non-binding advisory say-on-pay resolution approved with 107,869,976 votes for.
- CarMax 2002 Stock Incentive Plan amendment approved, increasing authorized shares by 1,842,000 to 63,692,000 total.
- Plan amendments include a minimum one-year vesting requirement (with limited exceptions), prohibition on dividend equivalents for unvested awards, and extension of plan termination date to June 23, 2036.
- All votes had broker non-votes of 11,193,404 on director elections, say-on-pay, and stock plan.
Financial Impact
No immediate financial impact; the additional 1,842,000 shares represent approximately 1.5% of shares outstanding (based on ~120M shares outstanding), creating potential future dilution from equity grants.
Risk Factors
- Potential dilution from future equity awards under the expanded stock plan.
- No material risks identified in this filing.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001170010-26-000057 |
| Document: kmx-20260623.htm | 0001170010-26-000057 |
| Document: 0001170010-26-000057-index-headers.html | 0001170010-26-000057 |
| Document: 0001170010-26-000057-index.html | 0001170010-26-000057 |
| Document: 0001170010-26-000057.txt | 0001170010-26-000057 |
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Aug 6, 2026 8w ago | Press Release | $58.06 $62.64 | ▲ +7.89% | ▲ +7.29% | $54.92 (−5.41%) |
Jun 26, 2026 14w ago | Insider Cluster | $53.15 $58.29 | ▲ +9.67% | ▲ +9.95% | $54.92 (+3.33%) |
Jun 24, 2026 14w ago | 8-K | $52.90 $58.39 | ▲ +10.38% | ▲ +9.85% | $54.92 (+3.82%) |
Jun 17, 2026 15w ago | 8-K | $47.43 $58.47 | ▲ +23.28% | ▲ +21.96% | $54.92 (+15.79%) |
May 12, 2026 20w ago | 8-K | $37.03 $51.57 | ▲ +39.28% | ▲ +39.90% | $54.92 (+48.33%) |
Apr 14, 2026 24w ago | 8-K | $41.52 $39.08 | ▲ +5.87% | ▲ +12.16% | $54.92 (−32.29%) |
Apr 1, 2026 26w ago | Press Release | $40.28 $38.35 | ▼ −4.78% | ▼ −14.50% | $54.92 (+36.36%) |
Mar 17, 2026 28w ago | DEFA14A | $41.62 $40.46 | ▼ −2.79% | ▼ −8.83% | $54.92 (+31.97%) |
Mar 11, 2026 29w ago | DEFA14A | $40.97 $46.50 | ▲ +13.50% | ▲ +11.52% | $54.92 (+34.07%) |
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