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CARMAX INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARMAX INC.’s Form 8-K, filed 2024-06-27 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 15Reported items
  • 675Asset managers
  • 8,201Fund votes
  • 2024-06-25Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CARMAX INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CARMAX INC.

These tallies are CARMAX INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-27 (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.

CARMAX INC. — official shareholder meeting results, meeting held 2024-06-25
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Peter J. Bensen 134,270,395741,518848,834 ---- Majority: yes
Elect Director: Ronald E. Blaylock 129,906,2215,095,116859,410 ---- Majority: yes
Elect Director: Sona Chawla 134,166,704850,229843,814 ---- Majority: yes
Elect Director: Thomas J. Folliard 130,731,0024,284,452845,293 ---- Majority: yes
Elect Director: Shira Goodman 123,430,72311,587,592842,432 ---- Majority: yes
Elect Director: David W. McCreight 134,334,723677,283848,741 ---- Majority: yes
Elect Director: William D. Nash 133,968,6031,045,898846,246 ---- Majority: yes
Elect Director: Mark F. O'Neil 134,501,861509,628849,258 ---- Majority: yes
Elect Director: Pietro Satriano 134,499,358508,261853,128 ---- Majority: yes
Elect Director: Marcella Shinder 131,727,6733,285,543847,531 ---- Majority: yes
Elect Director: Mitchell D. Steenrod 130,233,0544,778,353849,340 ---- Majority: yes
Proposal 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. 120,308,32413,766,9491,785,474 ---- Passed

Source: CARMAX INC., Form 8-K, filed with the SEC on 2024-06-27 — read the filing on EDGAR.

How asset managers voted at the CARMAX INC. 2023-2024 meeting

Each item below shows how the 675 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CARMAX INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, in an advisory (non- binding) vote, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESCompany result: Passed

Combines 29 wordings of this item as funds reported it.

90% Passed · of votes cast

FOR 90%10%
FOR: 120,308,324AGAINST: 13,766,949

CARMAX INC.’s own tally for this item (“Proposal 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.”): 120,308,324 for, 13,766,949 against — passed, per its Form 8-K filed 2024-06-27 (Item 5.07). Of all 156,352,956 outstanding shares: 77% for, 9% against (86% of the company cast a for/against vote).

The 671 asset managers below cast 91% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 91%9%
FOR: 90.8%AGAINST: 8.9%ABSTAIN: 0.3%NOT VOTED: 0.0%UNKNOWN: 0.0%
Largest asset managers voting on “To approve, in an advisory (non- binding) vote, the compensation of our named executive officers.” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard21,411,4940 00For
PRINCIPAL GLOBAL INVESTORS8,760,3410 00For
Principal7,017,6040 00For
PRIMECAP MANAGEMENT CO/CA/5,101,0000 00For
BlackRock4,630,35849,274 00For
Janus Henderson4,356,0720 00For
Ruane, Cunniff & Goldfarb L.P.3,921,2420 00For
JANUS INVESTMENT FUND3,484,9960 00For
GEODE CAPITAL MANAGEMENT, LLC2,915,3210 00For
Capital Research Global Investors02,784,191 00Against
Fidelity2,775,6640 00For
State Street2,748,7844,350 00For
AMCAP FUND02,740,821 00Against
Turtle Creek Asset Management Inc.2,731,5520 00For
AKRE CAPITAL MANAGEMENT LLC2,700,6610 00For
DIAMOND HILL CAPITAL MANAGEMENT INC2,390,2000 00For
LONDON CO OF VIRGINIA2,330,2670 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
Wellington2,114,9260 00For
Charles Schwab2,029,6400 00For
DIAMOND HILL FUNDS2,019,1000 00For
First Pacific Advisors, LP2,003,8200 00For
American Century1,665,959186,495 00For
PRIMECAP Odyssey Funds1,840,0000 00For
Baird1,818,8770 00For

Showing the 25 largest of 671 asset managers. See all 671 in the interactive database.

2. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: David W. McCreight

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 12 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 134,334,723AGAINST: 677,283

CARMAX INC.’s own tally for this item (“Elect Director: David W. McCreight”): 134,334,723 for, 677,283 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.5% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,150,037 for, 16,321 against).

FOR 99.9%
FOR: 63,150,037 (100.0%)AGAINST: 16,321 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: David W. McCreight” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25625 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

3. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Marcella Shinder

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 131,727,673AGAINST: 3,285,543

CARMAX INC.’s own tally for this item (“Elect Director: Marcella Shinder”): 131,727,673 for, 3,285,543 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 84% for, 2% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,136,739 for, 29,618 against).

FOR 99.9%
FOR: 63,136,739 (99.9%)AGAINST: 29,618 (0.0%)ABSTAIN: 6,094 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Marcella Shinder” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,214431 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,20180 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

4. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mark F. O'Neil

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 11 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 134,501,861AGAINST: 509,628

CARMAX INC.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 134,501,861 for, 509,628 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.4% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,161,333 for, 5,025 against).

FOR 99.9%
FOR: 63,161,333 (100.0%)AGAINST: 5,025 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mark F. O'Neil” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25625 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

5. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mitchell D. Steenrod

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 130,233,054AGAINST: 4,778,353

CARMAX INC.’s own tally for this item (“Elect Director: Mitchell D. Steenrod”): 130,233,054 for, 4,778,353 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 83% for, 3% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,112,699 for, 53,659 against).

FOR 99.9%
FOR: 63,112,699 (99.9%)AGAINST: 53,659 (0.1%)ABSTAIN: 6,094 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Mitchell D. Steenr” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,214431 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,177104 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

6. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Peter J. Bensen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 134,270,395AGAINST: 741,518

CARMAX INC.’s own tally for this item (“Elect Director: Peter J. Bensen”): 134,270,395 for, 741,518 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.5% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,160,603 for, 5,755 against).

FOR 99.9%
FOR: 63,160,603 (100.0%)AGAINST: 5,755 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Peter J. Bensen” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25625 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

7. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Pietro Satriano

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 134,499,358AGAINST: 508,261

CARMAX INC.’s own tally for this item (“Elect Director: Pietro Satriano”): 134,499,358 for, 508,261 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.4% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,160,603 for, 5,755 against).

FOR 99.9%
FOR: 63,160,603 (100.0%)AGAINST: 5,755 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Pietro Satriano” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25625 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

8. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Ronald E. Blaylock

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 11 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 129,906,221AGAINST: 5,095,116

CARMAX INC.’s own tally for this item (“Elect Director: Ronald E. Blaylock”): 129,906,221 for, 5,095,116 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 83% for, 3% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,115,624 for, 50,733 against).

FOR 99.9%
FOR: 63,115,624 (99.9%)AGAINST: 50,733 (0.1%)ABSTAIN: 6,094 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Ronald E. Blaylock” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,23249 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

9. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Shira Goodman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 123,430,723AGAINST: 11,587,592

CARMAX INC.’s own tally for this item (“Elect Director: Shira Goodman”): 123,430,723 for, 11,587,592 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 79% for, 7% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99% of the shares they voted on this item FOR (62,305,038 for, 861,320 against).

FOR 99%
FOR: 62,305,038 (98.6%)AGAINST: 861,320 (1.4%)ABSTAIN: 6,094 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Shira Goodman” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,408,912734 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street321552,960 00Against
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

10. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Sona Chawla

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 134,166,704AGAINST: 850,229

CARMAX INC.’s own tally for this item (“Elect Director: Sona Chawla”): 134,166,704 for, 850,229 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.6% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,150,037 for, 16,321 against).

FOR 99.9%
FOR: 63,150,037 (100.0%)AGAINST: 16,321 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Sona Chawla” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25625 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

11. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Thomas J. Folliard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 130,731,002AGAINST: 4,284,452

CARMAX INC.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 130,731,002 for, 4,284,452 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 84% for, 3% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.8% of the shares they voted on this item FOR (63,075,869 for, 90,489 against).

FOR 99.8%
FOR: 63,075,869 (99.8%)AGAINST: 90,489 (0.1%)ABSTAIN: 6,094 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: Thomas J. Folliard” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25130 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

12. Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: William D. Nash

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 133,968,603AGAINST: 1,045,898

CARMAX INC.’s own tally for this item (“Elect Director: William D. Nash”): 133,968,603 for, 1,045,898 against, per its Form 8-K filed 2024-06-27 (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. Of all 156,352,956 outstanding shares: 86% for, 0.7% against (86% of the company cast a for/against vote).

The 148 asset managers below cast 99.9% of the shares they voted on this item FOR (63,161,328 for, 5,030 against).

FOR 99.9%
FOR: 63,161,328 (100.0%)AGAINST: 5,030 (0.0%)ABSTAIN: 6,093 (0.0%)
Largest asset managers voting on “Election of Directors for a one year term expiring at the 2025 Annual Shareholders Meeting: William D. Nash” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,496149 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25130 00For
Rings Capital Management LLC460,0000 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

13. To ratify the appointment of KPMG LLP as independent registered public accounting firm.

AUDIT-RELATED

Combines 3 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 141 asset managers below cast 99.9% of the shares they voted on this item FOR (62,550,290 for, 32,138 against).

FOR: 62,550,290 (99.9%)AGAINST: 32,138 (0.1%)ABSTAIN: 5,195 (0.0%)
Largest asset managers voting on “To ratify the appointment of KPMG LLP as independent registered public accounting firm.” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard20,726,0740 00For
Principal7,017,6040 00For
JANUS INVESTMENT FUND3,484,9960 00For
Fidelity2,770,9520 00For
AMCAP FUND2,740,8210 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,199,9970 00For
DIAMOND HILL FUNDS2,019,1000 00For
PRIMECAP Odyssey Funds1,840,0000 00For
SEQUOIA FUND INC1,454,4520 00For
TOUCHSTONE FUNDS GROUP TRUST1,447,8440 00For
BlackRock1,409,6450 00For
Investment Managers Series Trust III1,256,5900 00For
Hartford1,240,7920 00For
Charles Schwab1,009,3730 00For
American Century898,4760 00For
FMI FUNDS INC830,0000 00For
Columbia Threadneedle802,8230 00For
WEITZ FUNDS774,5000 00For
MADISON FUNDS594,3580 00For
HENNESSY FUNDS TRUST566,8250 00For
State Street553,25724 00For
TIAA438,4360 00For
Equitable423,8300 00For
WILLIAMSBURG INVESTMENT TRUST396,1540 00For
FENIMORE ASSET MANAGEMENT TRUST373,2960 00For

Showing the 25 largest of 141 asset managers. See all 141 in the interactive database.

14. Ratify KPMG LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 98%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (47,816 for, 0 against).

FOR: 47,816 (98.2%)ABSTAIN: 898 (1.8%)
Largest asset managers voting on “Ratify KPMG LLP as Auditors” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower25,9440 00For
UNIFIED SERIES TRUST19,6420 00For
Symmetry Panoramic Trust1,1990 8980For
Multi-Select Securities Fund for Puerto Rico Residents1,0300 00For
Brighthouse10 00For

15. Ratification of Auditor

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (463,287 for, 0 against).

FOR: 463,287 (100.0%)
Largest asset managers voting on “Ratification of Auditor” at CARMAX INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Rings Capital Management LLC460,0000 00For
Virtus3,2870 00For

Largest CARMAX INC. shareholders voting in 2023-2024

Ranked by the number of CARMAX INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 156,352,956 shares outstanding at the time of that meeting.

Top CARMAX INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 13.69%
2PRINCIPAL GLOBAL INVESTORS 5.60%
3Principal 4.49%
4PRIMECAP MANAGEMENT CO/CA/ 3.26%
5BlackRock 2.99%
6Janus Henderson 2.79%
7Ruane, Cunniff & Goldfarb L.P. 2.51%
8JANUS INVESTMENT FUND 2.23%
9GEODE CAPITAL MANAGEMENT, LLC 1.86%
10Capital Research Global Investors 1.78%

Reported CARMAX INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CARMAX INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.81% 13F
BlackRock 7.34% 13F
State Street 3.97% 13F
Geode Capital 2.29% 13F
Invesco 2.23% 13F
Morgan Stanley 1.59% 13F
Wellington Management 1.56% 13F
Dimensional Fund Advisors 1.25% 13F
Citadel Advisors 1.18% 13F
Norges Bank 1.11% 13F

Percentages above are of 156,352,956 shares outstanding, as reported by CARMAX INC. on its Form 10-Q dated 2024-05-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-05-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At CARMAX INC.'s shareholder meeting held 2024-06-25, in the 2023-2024 proxy season, 675 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,201 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, in an advisory (non- binding) vote, the compensation of our named executive… — the proposal passed with 90% 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 2024-06-27.

CARMAX INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.