---
schema_version: "secwatch.filing_event.v1"
accession: "0001170010-26-000048"
form_type: "8-K"
ticker: "KMX"
cik: "0001170010"
company_name: "CARMAX INC"
filed_at: "2026-05-12T20:47:50+00:00"
generated_at: "2026-05-12T20:51:54.399269+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# CarMax nominates Robert O'Shaughnessy to board; Goodman and Steenrod retiring

## Summary
- O'Shaughnessy, former PulteGroup CFO, nominated to CarMax board subject to shareholder approval at 2026 annual meeting.
- Shira Goodman and Mitchell Steenrod not standing for re-election; departures not due to disagreement with company.
- O'Shaughnessy will serve on Audit Committee if elected; board to have 11 directors (9 independent).
- Tom Folliard remains non-executive Chair; Mark O'Neil becomes Lead Independent Director after annual meeting.

## SEC filing metadata
- accession: 0001170010-26-000048
- form_type: 8-K
- ticker: KMX
- cik: 0001170010
- company_name: CARMAX INC
- filed_at: 2026-05-12T20:47:50+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1170010/000117001026000048/0001170010-26-000048-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1170010/000117001026000048/kmx-20260512.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001170010-26-000048
- JSON: https://secwatch.observer/filing/0001170010-26-000048.json
- Plain text: https://secwatch.observer/filing/0001170010-26-000048.txt

## Key facts
- Executive change
  Robert T. O'Shaughnessy was appointed as Director at CARMAX INC.
  - Action: nominated
  - Role: Director
  source text: On May 12, 2026, CarMax, Inc. (the “Company”) announced that it intends to add Robert T. O’Shaughnessy to the Company’s Board of Directors (the “Board”), subject to shareholder approval at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001026000048/0001170010-26-000048-index.htm
- Executive change
  Shira Goodman departed as Director at CARMAX INC.
  - Action: not standing for re-election
  - Role: Director
  source text: Additionally, the Company announced the planned retirements of Shira Goodman and Mitchell Steenrod, each of whom will not stand for re-election at the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001026000048/0001170010-26-000048-index.htm
- Executive change
  Mitchell Steenrod departed as Director at CARMAX INC.
  - Action: not standing for re-election
  - Role: Director
  source text: Additionally, the Company announced the planned retirements of Shira Goodman and Mitchell Steenrod, each of whom will not stand for re-election at the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1170010/000117001026000048/0001170010-26-000048-index.htm

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