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CarMax, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and CarMax, Inc.’s Form 8-K (Item 5.07 on EDGAR). Page generated 04 October 2026.

17Reported items
506Asset managers
5,644Fund votes
2026-06-23Meeting date

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

Explore CarMax, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 (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 2026-06-23
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Keith Barr	114,829,416	350,233	138,896	--	--	Majority: yes
Elect Director: Peter J. Bensen	114,403,706	776,024	138,815	--	--	Majority: yes
Elect Director: Sona Chawla	114,434,618	746,132	137,795	--	--	Majority: yes
Elect Director: William C. Cobb	114,470,410	534,503	313,632	--	--	Majority: yes
Elect Director: Thomas J. Folliard	109,919,543	5,261,737	137,265	--	--	Majority: yes
Elect Director: James Kessler	114,578,494	424,775	315,276	--	--	Majority: yes
Elect Director: David W. McCreight	113,554,035	1,628,064	136,446	--	--	Majority: yes
Elect Director: Mark F. O'Neil	113,568,648	1,613,682	136,215	--	--	Majority: yes
Elect Director: Robert T. O'Shaughnessy	114,784,276	393,343	140,926	--	--	Majority: yes
Elect Director: Pietro Satriano	114,374,545	804,908	139,092	--	--	Majority: yes
Elect Director: Marcella Shinder	111,552,110	3,037,796	728,639	--	--	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.	107,869,976	5,685,835	1,762,734	--	--	Passed
Proposal 4: The shareholders approved the CarMax, Inc.	109,927,642	3,724,815	1,666,088	--	--	Passed

Source: CarMax, Inc., Form 8-K — read the filing on EDGAR.

How asset managers voted at the CarMax, Inc. 2025-2026 meeting

Each item below shows how the 506 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 2026-06-23.

Combines 15 wordings of this item as funds reported it.

95% Passed · of votes cast

FOR 95%

FOR: 107,869,976AGAINST: 5,685,835

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.”): 107,869,976 for, 5,685,835 against — passed, per its Form 8-K (Item 5.07). Of all 141,911,096 outstanding shares: 76% for, 4% against (80% of the company cast a for/against vote).

The 499 asset managers below cast 94% 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 93%

FOR: 93.0%AGAINST: 5.6%ABSTAIN: 1.4%NOT VOTED: 0.0%SPLIT: 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., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	17,687,238	70,228	23	For
BlackRock	15,679,049	3,175	2	For
Janus Henderson	8,733,112	0	0	For
Starboard	5,565,271	0	0	For
SRS Investment Management, LLC	5,155,301	0	0	For
State Street	4,562,915	8,577	0	For
AQR	4,425,058	0	0	For
PRIMECAP MANAGEMENT CO/CA/	4,301,366	0	0	For
John Hancock	3,637,852	0	0	For
American Century	0	3,635,619	0	Against
Baird	3,325,189	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
First Pacific Advisors, LP	2,986,133	0	0	For
Charles Schwab	2,706,860	0	0	For
Fidelity	2,618,372	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,551,078	0	0	For
DE Shaw	2,076,233	0	0	For
Dimensional	2,041,403	0	0	For
Vulcan Value Partners, LLC	1,971,564	0	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
Invesco	1,648,280	283	0	For
Rings Capital Management LLC	0	0	1,514,000	Abstain
PRIMECAP Odyssey Funds	1,346,400	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For

Showing the 25 largest of 499 asset managers. See all 499 in the interactive database.

2. To approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated.

COMPENSATIONCompany result: Passed

Meeting held 2026-06-23.

Combines 4 wordings of this item as funds reported it.

97% Passed · of votes cast

FOR 97%

FOR: 109,927,642AGAINST: 3,724,815

CarMax, Inc.’s own tally for this item (“Proposal 4: The shareholders approved the CarMax, Inc.”): 109,927,642 for, 3,724,815 against — passed, per its Form 8-K (Item 5.07). Of all 141,911,096 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).

The 98 asset managers below cast 95% of the shares they voted on this item FOR (51,666,238 for, 2,730,440 against).

FOR 92%

FOR: 51,666,238 (92.4%)AGAINST: 2,730,440 (4.9%)ABSTAIN: 1,529,323 (2.7%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “To approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated.” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,580,355	22	0	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,266,180	118	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	0	1,773,886	0	Against
Rings Capital Management LLC	0	0	1,514,000	Abstain
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Silver Heights Capital Management Inc	0	915,423	0	Against
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For
HENNESSY FUNDS TRUST	219,238	0	0	For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

3. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: David W. McCreight

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 113,554,035AGAINST: 1,628,064

CarMax, Inc.’s own tally for this item (“Elect Director: David W. McCreight”): 113,554,035 for, 1,628,064 against, per its Form 8-K (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 141,911,096 outstanding shares: 80% for, 1% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.7% of the shares they voted on this item FOR (55,801,565 for, 116,720 against).

FOR 99.7%

FOR: 55,801,565 (99.8%)AGAINST: 116,720 (0.2%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: David W. McCreight” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,536,425	43,971	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,240	3,058	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

4. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: James Kessler

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 114,578,494AGAINST: 424,775

CarMax, Inc.’s own tally for this item (“Elect Director: James Kessler”): 114,578,494 for, 424,775 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.3% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.9% of the shares they voted on this item FOR (55,913,740 for, 4,542 against).

FOR 99.9%

FOR: 55,913,740 (100.0%)AGAINST: 4,542 (0.0%)ABSTAIN: 15,328 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: James Kessler” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,580,389	4	5	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,266,298	0	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

5. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Keith Barr

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 114,829,416AGAINST: 350,233

CarMax, Inc.’s own tally for this item (“Elect Director: Keith Barr”): 114,829,416 for, 350,233 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.3% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.9% of the shares they voted on this item FOR (55,913,743 for, 4,542 against).

FOR 99.9%

FOR: 55,913,743 (100.0%)AGAINST: 4,542 (0.0%)ABSTAIN: 15,323 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Keith Barr” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	16,580,392	4	For
BlackRock	11,649,093	0	For
JANUS INVESTMENT FUND	3,156,983	0	For
Fidelity	2,490,267	0	For
State Street	2,266,298	0	For
Investment Managers Series Trust III	1,969,115	0	For
American Century	1,773,886	0	For
Rings Capital Management LLC	1,514,000	0	For
PRIMECAP Odyssey Funds	1,346,400	0	For
John Hancock	1,310,986	0	For
Dimensional	1,301,123	0	For
Charles Schwab	1,261,883	0	For
Pacer Funds Trust	1,144,760	0	For
DIAMOND HILL FUNDS	1,071,695	0	For
Invesco	774,732	0	For
Columbia Threadneedle	547,951	0	For
AQR	490,913	0	For
VALUED ADVISERS TRUST	447,715	0	For
Elevation Series Trust	363,694	0	For
ARIEL INVESTMENT TRUST	323,429	0	For
Jackson National	302,251	0	For
JANUS ASPEN SERIES	277,594	0	For
First Trust	276,347	0	For
Equitable	268,679	0	For
TIAA	235,422	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

6. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Marcella Shinder

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 111,552,110AGAINST: 3,037,796

CarMax, Inc.’s own tally for this item (“Elect Director: Marcella Shinder”): 111,552,110 for, 3,037,796 against, per its Form 8-K (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 141,911,096 outstanding shares: 79% for, 2% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.7% of the shares they voted on this item FOR (55,226,498 for, 143,829 against).

FOR 99%

FOR: 55,226,498 (98.7%)AGAINST: 143,829 (0.3%)ABSTAIN: 563,285 (1.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Marcella Shinder” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,510,171	70,217	11	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,121	3,177	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	0	0	547,951	Abstain
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

7. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Peter J. Bensen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 114,403,706AGAINST: 776,024

CarMax, Inc.’s own tally for this item (“Elect Director: Peter J. Bensen”): 114,403,706 for, 776,024 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.6% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.8% of the shares they voted on this item FOR (55,846,670 for, 71,616 against).

FOR 99.8%

FOR: 55,846,670 (99.8%)AGAINST: 71,616 (0.1%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Peter J. Bensen” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,536,435	43,962	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,240	3,058	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

8. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Pietro Satriano

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 114,374,545AGAINST: 804,908

CarMax, Inc.’s own tally for this item (“Elect Director: Pietro Satriano”): 114,374,545 for, 804,908 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.6% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.8% of the shares they voted on this item FOR (55,846,669 for, 71,617 against).

FOR 99.8%

FOR: 55,846,669 (99.8%)AGAINST: 71,617 (0.1%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Pietro Satriano” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,536,434	43,963	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,240	3,058	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

9. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Robert T. O'Shaughnessy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 7 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 114,784,276AGAINST: 393,343

CarMax, Inc.’s own tally for this item (“Elect Director: Robert T. O'Shaughnessy”): 114,784,276 for, 393,343 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.3% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.9% of the shares they voted on this item FOR (55,913,742 for, 4,542 against).

FOR 99.9%

FOR: 55,913,742 (100.0%)AGAINST: 4,542 (0.0%)ABSTAIN: 15,323 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Robert T. O'Shaugh” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	16,580,391	4	For
BlackRock	11,649,093	0	For
JANUS INVESTMENT FUND	3,156,983	0	For
Fidelity	2,490,267	0	For
State Street	2,266,298	0	For
Investment Managers Series Trust III	1,969,115	0	For
American Century	1,773,886	0	For
Rings Capital Management LLC	1,514,000	0	For
PRIMECAP Odyssey Funds	1,346,400	0	For
John Hancock	1,310,986	0	For
Dimensional	1,301,123	0	For
Charles Schwab	1,261,883	0	For
Pacer Funds Trust	1,144,760	0	For
DIAMOND HILL FUNDS	1,071,695	0	For
Invesco	774,732	0	For
Columbia Threadneedle	547,951	0	For
AQR	490,913	0	For
VALUED ADVISERS TRUST	447,715	0	For
Elevation Series Trust	363,694	0	For
ARIEL INVESTMENT TRUST	323,429	0	For
Jackson National	302,251	0	For
JANUS ASPEN SERIES	277,594	0	For
First Trust	276,347	0	For
Equitable	268,679	0	For
TIAA	235,422	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

10. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Sona Chawla

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 114,434,618AGAINST: 746,132

CarMax, Inc.’s own tally for this item (“Elect Director: Sona Chawla”): 114,434,618 for, 746,132 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.6% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.8% of the shares they voted on this item FOR (55,846,670 for, 71,616 against).

FOR 99.8%

FOR: 55,846,670 (99.8%)AGAINST: 71,616 (0.1%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Sona Chawla” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,536,435	43,962	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,240	3,058	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

11. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Thomas J. Folliard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 109,919,543AGAINST: 5,261,737

CarMax, Inc.’s own tally for this item (“Elect Director: Thomas J. Folliard”): 109,919,543 for, 5,261,737 against, per its Form 8-K (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 141,911,096 outstanding shares: 77% for, 4% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.8% of the shares they voted on this item FOR (55,819,552 for, 98,733 against).

FOR 99.7%

FOR: 55,819,552 (99.8%)AGAINST: 98,733 (0.2%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Thomas J. Folliard” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,510,150	70,244	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,150	3,148	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

12. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: William C. Cobb

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 114,470,410AGAINST: 534,503

CarMax, Inc.’s own tally for this item (“Elect Director: William C. Cobb”): 114,470,410 for, 534,503 against, per its Form 8-K (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 141,911,096 outstanding shares: 81% for, 0.4% against (81% of the company cast a for/against vote).

The 96 asset managers below cast 99.9% of the shares they voted on this item FOR (55,913,739 for, 4,544 against).

FOR 99.9%

FOR: 55,913,739 (100.0%)AGAINST: 4,544 (0.0%)ABSTAIN: 15,323 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: William C. Cobb” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	16,580,388	6	For
BlackRock	11,649,093	0	For
JANUS INVESTMENT FUND	3,156,983	0	For
Fidelity	2,490,267	0	For
State Street	2,266,298	0	For
Investment Managers Series Trust III	1,969,115	0	For
American Century	1,773,886	0	For
Rings Capital Management LLC	1,514,000	0	For
PRIMECAP Odyssey Funds	1,346,400	0	For
John Hancock	1,310,986	0	For
Dimensional	1,301,123	0	For
Charles Schwab	1,261,883	0	For
Pacer Funds Trust	1,144,760	0	For
DIAMOND HILL FUNDS	1,071,695	0	For
Invesco	774,732	0	For
Columbia Threadneedle	547,951	0	For
AQR	490,913	0	For
VALUED ADVISERS TRUST	447,715	0	For
Elevation Series Trust	363,694	0	For
ARIEL INVESTMENT TRUST	323,429	0	For
Jackson National	302,251	0	For
JANUS ASPEN SERIES	277,594	0	For
First Trust	276,347	0	For
Equitable	268,679	0	For
TIAA	235,422	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

13. Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Mark F. O'Neil

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-23.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 113,568,648AGAINST: 1,613,682

CarMax, Inc.’s own tally for this item (“Elect Director: Mark F. O'Neil”): 113,568,648 for, 1,613,682 against, per its Form 8-K (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 141,911,096 outstanding shares: 80% for, 1% against (81% of the company cast a for/against vote).

The 95 asset managers below cast 99.7% of the shares they voted on this item FOR (54,287,565 for, 116,720 against).

FOR 99.7%

FOR: 54,287,565 (99.8%)AGAINST: 116,720 (0.2%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “Election of Directors for a one year term expiring at the 2027 Annual Shareholders Meeting: Mark F. O'Neil” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,536,425	43,971	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,263,240	3,058	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
VALUED ADVISERS TRUST	447,715	0	0	For
Elevation Series Trust	363,694	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For
HENNESSY FUNDS TRUST	219,238	0	0	For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

14. TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

AUDIT-RELATED

Meeting held 2026-06-23.

Combines 2 wordings of this item as funds reported it.

99.8% fund support · no official result

FOR 99.7%

The 92 asset managers below cast 99.8% of the shares they voted on this item FOR (54,888,108 for, 100,617 against).

FOR: 54,888,108 (99.8%)AGAINST: 100,617 (0.2%)ABSTAIN: 15,327 (0.0%)NOT VOTED: 169 (0.0%)

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	16,554,145	26,252	4	For
BlackRock	11,649,093	0	0	For
JANUS INVESTMENT FUND	3,156,983	0	0	For
Fidelity	2,490,267	0	0	For
State Street	2,266,180	118	0	For
Investment Managers Series Trust III	1,969,115	0	0	For
American Century	1,773,886	0	0	For
Rings Capital Management LLC	1,514,000	0	0	For
PRIMECAP Odyssey Funds	1,346,400	0	0	For
John Hancock	1,310,986	0	0	For
Dimensional	1,301,123	0	0	For
Charles Schwab	1,261,883	0	0	For
Pacer Funds Trust	1,144,760	0	0	For
DIAMOND HILL FUNDS	1,071,695	0	0	For
Invesco	774,732	0	0	For
Columbia Threadneedle	547,951	0	0	For
AQR	490,913	0	0	For
ARIEL INVESTMENT TRUST	323,429	0	0	For
Jackson National	302,251	0	0	For
JANUS ASPEN SERIES	277,594	0	0	For
First Trust	276,347	0	0	For
Equitable	268,679	0	0	For
TIAA	235,422	0	0	For
HENNESSY FUNDS TRUST	219,238	0	0	For
OLD WESTBURY FUNDS INC	195,055	0	0	For

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

15. Amend Omnibus Stock Plan

COMPENSATION

Meeting held 2026-06-23.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (929,562 for, 0 against).

FOR: 929,562 (100.0%)

Largest asset managers voting on “Amend Omnibus Stock Plan” at CarMax, Inc., 2025-2026
Asset manager	For	Vote
VALUED ADVISERS TRUST	447,715	For
Elevation Series Trust	363,694	For
Empower	108,135	For
CLEARWATER INVESTMENT TRUST	10,018	For

16. Ratify KPMG LLP as Auditors

AUDIT-RELATED

Meeting held 2026-06-23.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (929,562 for, 0 against).

FOR: 929,562 (100.0%)

Largest asset managers voting on “Ratify KPMG LLP as Auditors” at CarMax, Inc., 2025-2026
Asset manager	For	Vote
VALUED ADVISERS TRUST	447,715	For
Elevation Series Trust	363,694	For
Empower	108,135	For
CLEARWATER INVESTMENT TRUST	10,018	For

17. 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 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 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 141,911,096 outstanding shares: 78% for, 11% against (89% of the company cast a for/against vote).

The 3 asset managers below cast 94% of the shares they voted on this item FOR (22,968 for, 1,478 against).

FOR 94%

FOR: 22,968 (94.0%)AGAINST: 1,478 (6.0%)

Largest asset managers voting on “To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.” at CarMax, Inc., 2025-2026
Asset manager	For	Against	Vote
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC	17,975	0	For
Investment Management Corp of Ontario	4,993	0	For
OSSIAM	0	1,478	Against

Largest CarMax, Inc. shareholders voting in 2025-2026

Ranked by the number of CarMax, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 141,911,096 shares outstanding at the time of that meeting.

Top CarMax, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	12.51%
2	BlackRock	11.05%
3	Janus Henderson	6.15%
4	Starboard	3.92%
5	SRS Investment Management, LLC	3.63%
6	State Street	3.22%
7	AQR	3.12%
8	PRIMECAP MANAGEMENT CO/CA/	3.03%
9	John Hancock	2.56%
10	American Century	2.56%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	12.16%	13F
Vanguard Group	10.62%	13F
Vanguard Capital Management	5.26%	13G
Two Sigma	3.78%	13F
State Street	3.44%	13F
Dimensional Fund Advisors	3.01%	13F
D.E. Shaw	2.29%	13F
Geode Capital	1.80%	13F
Morgan Stanley	1.62%	13F
Goldman Sachs	1.13%	13F

Percentages above are of 141,911,096 shares outstanding, as reported by CarMax, Inc. on its Form 10-Q dated 2026-06-22 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-06-22. 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 2026-06-23, in the 2025-2026 proxy season, 506 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,644 separate fund positions. Their filings are grouped here into 17 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 95% 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 (filing date not recorded for this item).

CarMax, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).