Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
June 28, 2022
Date of Report (date of earliest event reported)
CARMAX, INC.
(Exact name of registrant as specified in its charter)
Virginia
1-31420
54-1821055
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
12800 Tuckahoe Creek Parkway
23238
Richmond,
Virginia
(Address of Principal Executive Offices)
(Zip Code)
(804) 747-0422
Registrant's telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
KMX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 28, 2022, the Company held its 2022 Annual Meeting of Shareholders. The following actions were taken:
1. The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2023 Annual Meeting of Shareholders, pursuant to the vote set forth below.
Director
Votes For
Votes Against
Votes Abstaining
Peter J. Bensen
138,534,050
554,509
736,142
Ronald E. Blaylock
135,396,714
3,692,711
735,276
Sona Chawla
138,385,153
705,425
734,123
Thomas J. Folliard
136,038,997
3,069,178
716,526
Shira Goodman
134,593,885
4,500,954
729,862
David W. McCreight
118,108,396
20,981,767
734,538
William D. Nash
138,078,983
1,027,679
718,039
Mark F. O’Neil
138,655,282
448,265
721,154
Pietro Satriano
137,136,319
1,953,092
735,290
Marcella Shinder
137,361,301
1,733,563
729,837
Mitchell D. Steenrod
137,035,746
2,055,822
733,133
There were 8,620,209 broker non-votes for each director.
2. The shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023 pursuant to the vote set forth below.
Votes For
Votes Against
Votes Abstaining
145,222,879
3,172,862
49,169
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.
Votes For
Votes Against
Votes Abstaining
133,743,577
4,824,044
1,257,080
There were 8,620,209 broker non-votes related to this vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.