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CARMAX INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARMAX INC.’s Form 8-K, filed 2025-06-26 (Item 5.07 on EDGAR). Page generated 04 October 2026.

19Reported items
697Asset managers
8,265Fund votes
2025-06-24Meeting date

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

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

Official 2024-2025 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 2025-06-26 (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 2025-06-24
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Peter J. Bensen	124,551,356	2,828,916	898,511	--	--	Majority: yes
Elect Director: Sona Chawla	124,439,341	2,945,067	894,375	--	--	Majority: yes
Elect Director: Thomas J. Folliard	117,014,316	10,076,423	1,188,044	--	--	Majority: yes
Elect Director: Shira Goodman	110,263,233	16,628,878	1,386,672	--	--	Majority: yes
Elect Director: David W. McCreight	122,251,295	5,127,539	899,949	--	--	Majority: yes
Elect Director: William D. Nash	123,991,848	3,097,667	1,189,268	--	--	Majority: yes
Elect Director: Mark F. O'Neil	124,735,087	2,644,579	899,117	--	--	Majority: yes
Elect Director: Pietro Satriano	124,748,057	2,629,738	900,988	--	--	Majority: yes
Elect Director: Marcella Shinder	123,126,262	4,165,214	987,307	--	--	Majority: yes
Elect Director: Mitchell D. Steenrod	119,449,271	7,929,612	899,900	--	--	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.	110,883,252	15,376,527	2,019,004	--	--	Passed
Proposal 4: The shareholders did not approve the shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below.	46,443,258	80,849,647	985,878	--	--	Failed

Source: CARMAX INC., Form 8-K, filed with the SEC on 2025-06-26 — read the filing on EDGAR.

How asset managers voted at the CARMAX INC. 2024-2025 meeting

Each item below shows how the 697 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

Meeting held 2025-06-24.

Combines 20 wordings of this item as funds reported it.

88% Passed · of votes cast

FOR 88%12%

FOR: 110,883,252AGAINST: 15,376,527

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.”): 110,883,252 for, 15,376,527 against — passed, per its Form 8-K filed 2025-06-26 (Item 5.07). Of all 150,582,152 outstanding shares: 74% for, 10% against (84% of the company cast a for/against vote).

The 691 asset managers below cast 89% 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 89%11%

FOR: 88.7%AGAINST: 10.6%ABSTAIN: 0.7%NOT VOTED: 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., 2024-2025
Asset manager	For	Against	Vote
Vanguard	22,542,675	2	For
BlackRock	7,962,224	58,664	For
PRINCIPAL GLOBAL INVESTORS	5,762,417	0	For
State Street	4,886,196	19,283	For
Invesco	4,775,980	0	For
Principal	4,568,027	0	For
Janus Henderson	4,563,745	0	For
PRIMECAP MANAGEMENT CO/CA/	4,467,187	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,835,133	0	For
Fidelity	3,496,056	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Baird	3,351,685	0	For
Charles Schwab	2,977,795	0	For
Turtle Creek Asset Management Inc.	2,575,650	0	For
First Pacific Advisors, LP	0	2,433,702	Against
American Century	2,081,039	209,222	For
DIAMOND HILL CAPITAL MANAGEMENT INC	2,288,588	0	For
MARSHALL WACE, LLP	1,638,893	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Giverny Capital Inc.	1,511,514	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
FIDUCIARY MANAGEMENT INC /WI/	0	1,432,977	Against
VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V.	0	1,263,613	Against
COOKE & BIELER LP	1,252,612	0	For

Showing the 25 largest of 691 asset managers. See all 691 in the interactive database.

2. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: David W. McCreight

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 122,251,295AGAINST: 5,127,539

CARMAX INC.’s own tally for this item (“Elect Director: David W. McCreight”): 122,251,295 for, 5,127,539 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 81% for, 3% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,579,772 for, 1,615,522 against).

FOR 97%

FOR: 57,579,772 (97.3%)AGAINST: 1,615,522 (2.7%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: David W. McCreight” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,569,987	1	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

3. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Marcella Shinder

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 123,126,262AGAINST: 4,165,214

CARMAX INC.’s own tally for this item (“Elect Director: Marcella Shinder”): 123,126,262 for, 4,165,214 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 82% for, 3% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,524,507 for, 1,670,787 against).

FOR 97%

FOR: 57,524,507 (97.2%)AGAINST: 1,670,787 (2.8%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Marcella Shinder” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,567,779	2,208	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

4. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Mark F. O'Neil

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 124,735,087AGAINST: 2,644,579

CARMAX INC.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 124,735,087 for, 2,644,579 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 83% for, 2% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,581,303 for, 1,613,992 against).

FOR 97%

FOR: 57,581,303 (97.3%)AGAINST: 1,613,992 (2.7%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Mark F. O'Neil” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,569,987	1	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

5. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Mitchell D. Steenrod

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 119,449,271AGAINST: 7,929,612

CARMAX INC.’s own tally for this item (“Elect Director: Mitchell D. Steenrod”): 119,449,271 for, 7,929,612 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 79% for, 5% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,497,021 for, 1,698,274 against).

FOR 97%

FOR: 57,497,021 (97.1%)AGAINST: 1,698,274 (2.9%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Mitchell D. Steenr” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,567,779	2,209	For
Principal	4,568,027	0	For
BlackRock	3,529,806	684	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,846	26	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

6. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Peter J. Bensen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 124,551,356AGAINST: 2,828,916

CARMAX INC.’s own tally for this item (“Elect Director: Peter J. Bensen”): 124,551,356 for, 2,828,916 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 83% for, 2% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,580,560 for, 1,614,734 against).

FOR 97%

FOR: 57,580,560 (97.3%)AGAINST: 1,614,734 (2.7%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Peter J. Bensen” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,569,987	1	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

7. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Pietro Satriano

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 124,748,057AGAINST: 2,629,738

CARMAX INC.’s own tally for this item (“Elect Director: Pietro Satriano”): 124,748,057 for, 2,629,738 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 83% for, 2% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,580,561 for, 1,614,734 against).

FOR 97%

FOR: 57,580,561 (97.3%)AGAINST: 1,614,734 (2.7%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Pietro Satriano” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,569,987	1	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

8. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Shira Goodman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

FOR: 110,263,233AGAINST: 16,628,878

CARMAX INC.’s own tally for this item (“Elect Director: Shira Goodman”): 110,263,233 for, 16,628,878 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 73% for, 11% against (84% of the company cast a for/against vote).

The 140 asset managers below cast 93% of the shares they voted on this item FOR (54,810,149 for, 4,385,144 against).

FOR 93%7%

FOR: 54,810,149 (92.6%)AGAINST: 4,385,144 (7.4%)ABSTAIN: 5,298 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Shira Goodman” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	20,718,376	851,612	For
Principal	4,567,557	470	For
BlackRock	3,529,210	1,280	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,307	159	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	2,975	1,366,897	Against
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

9. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Sona Chawla

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 124,439,341AGAINST: 2,945,067

CARMAX INC.’s own tally for this item (“Elect Director: Sona Chawla”): 124,439,341 for, 2,945,067 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 83% for, 2% against (85% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,579,908 for, 1,615,386 against).

FOR 97%

FOR: 57,579,908 (97.3%)AGAINST: 1,615,386 (2.7%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Sona Chawla” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,569,987	1	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,872	0	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
VALUED ADVISERS TRUST	457,871	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

10. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Thomas J. Folliard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 117,014,316AGAINST: 10,076,423

CARMAX INC.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 117,014,316 for, 10,076,423 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 78% for, 7% against (84% of the company cast a for/against vote).

The 140 asset managers below cast 96% of the shares they voted on this item FOR (56,365,064 for, 2,610,991 against).

FOR 95%

FOR: 56,365,064 (95.2%)AGAINST: 2,610,991 (4.4%)ABSTAIN: 224,535 (0.4%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: Thomas J. Folliard” at CARMAX INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	20,718,377	851,611	0	For
Principal	4,567,609	418	0	For
BlackRock	3,530,490	0	0	For
DIAMOND HILL FUNDS	3,488,190	0	0	For
JANUS INVESTMENT FUND	3,484,996	0	0	For
Fidelity	3,479,733	0	0	For
Invesco	2,273,658	0	0	For
Investment Managers Series Trust III	0	1,573,300	0	Against
Charles Schwab	1,477,466	0	0	For
PRIMECAP Odyssey Funds	1,472,880	0	0	For
State Street	1,369,862	10	0	For
American Century	1,090,083	0	0	For
Rings Capital Management LLC	740,500	0	0	For
FMI FUNDS INC	739,600	0	0	For
WEITZ FUNDS	649,400	0	0	For
Columbia Threadneedle	607,523	0	0	For
VALUED ADVISERS TRUST	457,871	0	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	0	For
Equitable	401,489	0	0	For
TIAA	385,656	0	0	For
ARIEL INVESTMENT TRUST	308,191	0	0	For
JANUS ASPEN SERIES	287,418	0	0	For
Courant Investment Management LLC	247,520	0	0	For
John Hancock	228,752	0	0	For
HENNESSY FUNDS TRUST	0	0	219,238	Abstain

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

11. Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: William D. Nash

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 123,991,848AGAINST: 3,097,667

CARMAX INC.’s own tally for this item (“Elect Director: William D. Nash”): 123,991,848 for, 3,097,667 against, per its Form 8-K filed 2025-06-26 (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 150,582,152 outstanding shares: 82% for, 2% against (84% of the company cast a for/against vote).

The 140 asset managers below cast 97% of the shares they voted on this item FOR (57,362,053 for, 1,614,003 against).

FOR 97%

FOR: 57,362,053 (96.9%)AGAINST: 1,614,003 (2.7%)ABSTAIN: 224,535 (0.4%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2026 Annual Shareholders Meeting: William D. Nash” at CARMAX INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	21,569,987	1	0	For
Principal	4,568,027	0	0	For
BlackRock	3,530,490	0	0	For
DIAMOND HILL FUNDS	3,488,190	0	0	For
JANUS INVESTMENT FUND	3,484,996	0	0	For
Fidelity	3,479,733	0	0	For
Invesco	2,273,658	0	0	For
Investment Managers Series Trust III	0	1,573,300	0	Against
Charles Schwab	1,477,466	0	0	For
PRIMECAP Odyssey Funds	1,472,880	0	0	For
State Street	1,369,862	10	0	For
American Century	1,090,083	0	0	For
Rings Capital Management LLC	740,500	0	0	For
FMI FUNDS INC	739,600	0	0	For
WEITZ FUNDS	649,400	0	0	For
Columbia Threadneedle	607,523	0	0	For
VALUED ADVISERS TRUST	457,871	0	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	0	For
Equitable	401,489	0	0	For
TIAA	385,656	0	0	For
ARIEL INVESTMENT TRUST	308,191	0	0	For
JANUS ASPEN SERIES	287,418	0	0	For
Courant Investment Management LLC	247,520	0	0	For
John Hancock	228,752	0	0	For
HENNESSY FUNDS TRUST	0	0	219,238	Abstain

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

12. To vote on a shareholder proposal regarding a shareholder special meeting right.

OTHERCompany result: Failed

Meeting held 2025-06-24.

Combines 3 wordings of this item as funds reported it.

36% Failed · of votes cast

FOR 36%AGAINST 64%

FOR: 46,443,258AGAINST: 80,849,647

CARMAX INC.’s own tally for this item (“Proposal 4: The shareholders did not approve the shareholder proposal regarding a shareholder special meeting right pursuant to the vote set forth below.”): 46,443,258 for, 80,849,647 against — failed, per its Form 8-K filed 2025-06-26 (Item 5.07). Of all 150,582,152 outstanding shares: 31% for, 53.7% against (85% of the company cast a for/against vote).

The 136 asset managers below cast 23% of the shares they voted on this item FOR (13,502,814 for, 45,190,872 against).

FOR 23%AGAINST 77%

FOR: 13,502,814 (23.0%)AGAINST: 45,190,872 (77.0%)ABSTAIN: 5,297 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “To vote on a shareholder proposal regarding a shareholder special meeting right.” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	590,862	20,979,126	Against
Principal	52	4,567,975	Against
BlackRock	6,016	3,524,474	Against
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	60,200	3,419,533	Against
Invesco	0	2,273,658	Against
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	159	1,477,307	Against
PRIMECAP Odyssey Funds	0	1,472,880	Against
State Street	2,648	1,367,224	Against
American Century	1,090,083	0	For
Rings Capital Management LLC	0	740,500	Against
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	0	649,400	Against
Columbia Threadneedle	607,523	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	351,484	50,005	For
TIAA	0	385,656	Against
ARIEL INVESTMENT TRUST	0	308,191	Against
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	0	247,520	Against
John Hancock	128,952	99,800	For
HENNESSY FUNDS TRUST	219,238	0	For
FINANCIAL INVESTORS TRUST	0	212,120	Against

Showing the 25 largest of 136 asset managers. See all 136 in the interactive database.

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

AUDIT-RELATED

Meeting held 2025-06-24.

Combines 3 wordings of this item as funds reported it.

97% fund support · no official result

FOR 97%

The 134 asset managers below cast 97% of the shares they voted on this item FOR (57,029,536 for, 1,646,235 against).

FOR: 57,029,536 (97.2%)AGAINST: 1,646,235 (2.8%)ABSTAIN: 5,295 (0.0%)NOT VOTED: 80 (0.0%)

Largest asset managers voting on “To ratify the appointment of KPMG LLP as independent registered public accounting firm.” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	21,567,779	2,209	For
Principal	4,568,027	0	For
BlackRock	3,530,490	0	For
DIAMOND HILL FUNDS	3,488,190	0	For
JANUS INVESTMENT FUND	3,484,996	0	For
Fidelity	3,479,733	0	For
Invesco	2,273,658	0	For
Investment Managers Series Trust III	0	1,573,300	Against
Charles Schwab	1,477,466	0	For
PRIMECAP Odyssey Funds	1,472,880	0	For
State Street	1,369,846	26	For
American Century	1,090,083	0	For
Rings Capital Management LLC	740,500	0	For
FMI FUNDS INC	739,600	0	For
WEITZ FUNDS	649,400	0	For
Columbia Threadneedle	607,523	0	For
WILLIAMSBURG INVESTMENT TRUST	402,058	0	For
Equitable	401,489	0	For
TIAA	385,656	0	For
ARIEL INVESTMENT TRUST	308,191	0	For
JANUS ASPEN SERIES	287,418	0	For
Courant Investment Management LLC	247,520	0	For
John Hancock	228,752	0	For
HENNESSY FUNDS TRUST	219,238	0	For
FINANCIAL INVESTORS TRUST	212,120	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

14. Ratify Appointment of Independent Auditors

AUDIT-RELATED

Meeting held 2025-06-24.

31% fund support · no official result

FOR 31%AGAINST 69%

The 4 asset managers below cast 31% of the shares they voted on this item FOR (6,908 for, 15,188 against).

FOR: 6,908 (31.3%)AGAINST: 15,188 (68.7%)

Largest asset managers voting on “Ratify Appointment of Independent Auditors” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
Cardano Risk Management B.V.	0	15,188	Against
Virtus	2,728	0	For
VOISARD ASSET MANAGEMENT GROUP, INC.	2,180	0	For
WILLIAMSBURG INVESTMENT TRUST	2,000	0	For

15. Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold

CORPORATE GOVERNANCE

Meeting held 2025-06-24.

9% fund support · no official result

9%AGAINST 91%

The 4 asset managers below cast 9% of the shares they voted on this item FOR (43,737 for, 457,871 against).

FOR: 43,737 (8.7%)AGAINST: 457,871 (91.3%)

Largest asset managers voting on “Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold” at CARMAX INC., 2024-2025
Asset manager	For	Against	Vote
VALUED ADVISERS TRUST	0	457,871	Against
Empower	27,654	0	For
GuideStone	13,755	0	For
CLEARWATER INVESTMENT TRUST	2,328	0	For

16. Ratify KPMG LLP as Auditors

AUDIT-RELATED

Meeting held 2025-06-24.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (501,608 for, 0 against).

FOR: 501,608 (100.0%)

Largest asset managers voting on “Ratify KPMG LLP as Auditors” at CARMAX INC., 2024-2025
Asset manager	For	Vote
VALUED ADVISERS TRUST	457,871	For
Empower	27,654	For
GuideStone	13,755	For
CLEARWATER INVESTMENT TRUST	2,328	For

17. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2025-06-24.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “Election of Directors (Majority Voting)” at CARMAX INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
VOISARD ASSET MANAGEMENT GROUP, INC.	2,180	0	0	0	For
WILLIAMSBURG INVESTMENT TRUST	2,000	0	0	0	For

18. S/H Proposal - Corporate Governance

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2025-06-24.

4% fund support · no official result

AGAINST 96%

The 2 asset managers below cast 4% of the shares they voted on this item FOR (2,180 for, 59,500 against).

FOR: 2,180 (3.5%)AGAINST: 59,500 (96.5%)

Largest asset managers voting on “S/H Proposal - Corporate Governance” at CARMAX INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
WILLIAMSBURG INVESTMENT TRUST	0	59,500	0	0	Against
VOISARD ASSET MANAGEMENT GROUP, INC.	2,180	0	0	0	For

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

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

Meeting held 2024-06-25 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 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 150,582,152 outstanding shares: 80% for, 9% against (89% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,230 for, 0 against).

FOR 100%

FOR: 1,230 (100.0%)

Largest asset managers voting on “To approve, in an advisory (non- binding) vote, the compensation of our named executive officers.” at CARMAX INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	1,230	0	0	0	For
Echo45 Advisors LLC	0	0	0	0	--

Largest CARMAX INC. shareholders voting in 2024-2025

Ranked by the number of CARMAX INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 150,582,152 shares outstanding at the time of that meeting.

Top CARMAX INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	14.97%
2	BlackRock	5.33%
3	PRINCIPAL GLOBAL INVESTORS	3.83%
4	State Street	3.26%
5	Invesco	3.17%
6	Principal	3.03%
7	Janus Henderson	3.03%
8	PRIMECAP MANAGEMENT CO/CA/	2.97%
9	GEODE CAPITAL MANAGEMENT, LLC	2.55%
10	Fidelity	2.32%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	12.01%	13F
BlackRock	8.03%	13F
PRINCIPAL GLOBAL INVESTORS	4.13%	13G
State Street	4.13%	13F
Norges Bank	3.06%	13F
Geode Capital	2.54%	13F
Invesco	1.90%	13F
Morgan Stanley	1.42%	13F
Dimensional Fund Advisors	1.20%	13F
Northern Trust	1.02%	13F

Percentages above are of 150,582,152 shares outstanding, as reported by CARMAX INC. on its Form 10-Q dated 2025-05-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-05-31. 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 2025-06-24, in the 2024-2025 proxy season, 697 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,265 separate fund positions. Their filings are grouped here into 19 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 88% 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 2025-06-26.

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