---
schema_version: "secwatch.filing_event.v1"
accession: "0001170010-23-000068"
form_type: "8-K"
ticker: "KMX"
cik: "0001170010"
company_name: "CARMAX INC"
filed_at: "2023-06-28T23:59:59+00:00"
generated_at: "2026-06-13T15:25:56.047654+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# CarMax shareholders approve 2M-share increase to stock incentive plan; re-elect all directors

## Summary
- Shareholders approved amendment increasing shares reserved under Stock Incentive Plan by 2,000,000, extending termination to June 27, 2033.
- All 11 director nominees elected; broker non-votes of 10,474,367 per director.
- Say-on-pay approved with 93,327,266 for (70.5%) vs 39,044,596 against; annual frequency advisory vote passes with 131,091,001 for.
- KPMG ratified as independent auditor for fiscal year 2024 with 139,880,849 votes for.

## SEC filing metadata
- accession: 0001170010-23-000068
- form_type: 8-K
- ticker: KMX
- cik: 0001170010
- company_name: CARMAX INC
- filed_at: 2023-06-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/kmx-20230627.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001170010-23-000068
- JSON: https://secwatch.observer/filing/0001170010-23-000068.json
- Plain text: https://secwatch.observer/filing/0001170010-23-000068.txt

## Key facts
- Shareholder Votes
  CARMAX INC shareholders approved Election of Directors at the 2023-06-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-27
  source text: The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2024 Annual Meeting of Shareholders, pursuant to the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm
- Shareholder Votes
  CARMAX INC shareholders approved Non-binding advisory resolution on compensation of named executive officers at the 2023-06-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-27
  source text: The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm
- Shareholder Votes
  CARMAX INC shareholders approved Approval of CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated at the 2023-06-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-27
  source text: The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm
- Shareholder Votes
  CARMAX INC shareholders approved Ratification of selection of KPMG LLP as independent registered public accounting firm at the 2023-06-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-27
  source text: The shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024 pursuant to the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm
- Shareholder Votes
  CARMAX INC shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-06-27 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-27
  source text: The shareholders voted as follows regarding the advisory vote as to the frequency of future advisory votes on the compensation of our named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001023000068/0001170010-23-000068-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.