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Home / Companies / CarMax, Inc. / 24 Jun 2025

Meeting · year to 30 June 2025874 filers reporting

CarMax, Inc.: meeting of 24 Jun 2025

Votes reported on Form N-PX, item by item

874 Form N-PX filers reported votes at the CarMax, Inc. meeting of 24 Jun 2025. Their records fall into 5 items below, in ballot order: management items first, then proposals from security holders. Each bar shows how the reporting filers split; it is not the result of the meeting.

foragainstabstain, withhold or otheramber tick: the portion cast against management

Items

1

DIRECTOR ELECTIONSIssuer

Director elections

10 nominees; 94.0% of reported votes for; 55 filers withheld from or voted against at least one nominee.

5,500 vote records from 227 filers. 5 of the 225 filers that marked the item either way voted against management. 2 filers reported this item without a management mark.

97.8% for1.3% against0.9% other2.2% against management227 filers
2

SECTION 14A SAY-ON-PAY VOTESIssuer

Advisory vote on executive pay (say-on-pay)

1,333 vote records from 864 filers. 105 of the 837 filers that marked the item either way voted against management. 27 filers reported this item without a management mark.

84.3% for12.0% against3.7% other12.5% against management864 filers89.3% for10.5% against0.2% other10.4% against management146,395,283 reported shares
3

AUDIT-RELATEDIssuer

Audit-related items (auditor ratification)

552 vote records from 227 filers. 5 of the 225 filers that marked the item either way voted against management. 2 filers reported this item without a management mark.

96.9% for2.2% against0.9% other2.2% against management227 filers97.2% for2.8% against0.0% other2.8% against management59,204,698 reported shares
4

CORPORATE GOVERNANCESecurity holder

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

529 vote records from 217 filers. 114 of the 217 filers that marked the item either way voted against management.

51.2% for47.9% against0.9% other52.5% against management217 filers23.2% for76.8% against0.0% other23.2% against management58,177,192 reported shares
5

Several categoriesSecurity holder

Shareholder proposals (not separable from the filings)

Filers described these proposals in wordings that could not be matched to one another, so they are shown together.

3 vote records from 3 filers. 1 of the 2 filers that marked the item either way voted against management. 1 filer reported this item without a management mark.

33.3% for66.7% against50.0% against management3 filers3.9% for96.1% against35.6% against management70,092 reported shares, counted once per item in this group

How the largest families voted

Family1. Directors2. Say-on-pay3. Auditor4. Proposal
VanguardForForForAgainst
BlackRock and iSharesForForForAgainst
FidelityForForForAgainst
DimensionalForForForAgainst
State Street and SPDRForForForAgainst
American CenturyForForForFor *
Franklin TempletonForForForFor *
InvescoForForForAgainst
EquitableForForForFor *
Charles SchwabForForForAgainst
Nuveen and TIAAForAgainst *ForAgainst
ProShares and ProFundsForForForFor *
John Hancock and ManulifeForForForFor *
Morgan Stanley, Eaton Vance and CalvertForForForFor *
J.P. MorganForForForAgainst
Goldman SachsForForForFor *
WisdomTreeForForForAgainst
PGIM and PrudentialForAgainst *ForFor *
Jackson National fundsForForForAgainst
Northern Trust and FlexSharesForForForAgainst
SEIForForForFor *
T. Rowe PriceForForForAgainst
ThriventForForForFor *
Lincoln FinancialForForForAgainst
VoyaForForForAgainst
First TrustForForForFor *
Russell InvestmentsNo reportForNo reportNo report
NationwideForForForAgainst
Victory CapitalForForForFor *
Brighthouse FundsForForForFor *
Guggenheim and RydexForForForFor *
Columbia ThreadneedleForAgainst *ForFor *
BNY MellonForForForAgainst
PrincipalForForForAgainst
Capital Group and American FundsNo reportSplit or no voteNo reportNo report
Pacific Life fundsForForForAgainst
Global XForForForNo report
TransamericaForForForFor *
AllianceBernsteinForForForFor *
Hartford FundsForForForAgainst
DWSForForForFor *
PIMCONo reportForNo reportNo report
AllspringForForForAgainst
MassMutualForForForFor *
VirtusForForForNo report
VanEckForForForFor *
Macquarie and Delaware FundsNo reportForNo reportNo report
Janus HendersonForForForFor *
Neuberger BermanNo reportForNo reportNo report
Natixis and Loomis SaylesNo reportForNo reportNo report
Dodge & CoxNo reportForNo reportNo report
BairdNo reportForNo reportNo report

* against management. A family's position is the way most of its reported shares were voted across its filers; "split" means no single position led. "No report" means none of the family's filers listed the item.

Questions

How did large funds vote at the CarMax, Inc. meeting?

874 Form N-PX filers reported votes at the meeting of 24 Jun 2025. On say-on-pay, 105 of 837 voted against management (12.5%). One proposal from security holders could be told apart in the filings. The family table lists each of the largest families item by item.

Is this the meeting result?

No. These are the votes of funds and managers that file Form N-PX, counted by filer and by the shares they reported. The certified result, which includes every shareholder, is reported by CarMax, Inc. on Form 8-K.

Why are director elections shown as counts only?

Director records name the nominee. This site does not publish pages or rows about individuals, so for director elections it keeps the number of nominees and the split of votes and discards the wording.

Every meeting on file for CarMax, Inc.

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings listing CarMax, Inc. with a meeting date within three days of 24 Jun 2025. Proposal titles are the most common wording among filers and are replaced by the SEC category where a wording could name a person. Not verified by the SEC. Filings read through 23 Sep 2026.