Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June 23, 2020, at the CarMax, Inc. (the "Company") 2020 Annual Meeting of
Shareholders, the Company's shareholders, upon recommendation of the Board of
Directors (the "Board"), approved the CarMax, Inc. 2002 Stock Incentive Plan, as
amended and restated (the "Stock Incentive Plan"). The Stock Incentive Plan
authorizes the Company to provide equity awards to its employees and
non-employee directors. The approved amendments: (a) increase the number of
shares of the Company's common stock reserved for issuance under the Stock
Incentive Plan by 1,500,000 shares, and (b) extend the termination date of the
Stock Incentive Plan from June 25, 2029 to June 23, 2030.
The Stock Incentive Plan is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference into this Item 5.02. The foregoing description of the
Stock Incentive Plan is qualified in its entirety by reference to the attached
Exhibit.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2020 the Company held its 2020 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 2021 Annual Meeting of Shareholders, pursuant to
the vote set forth below.
Director Votes For Votes Against Votes Abstaining
Peter J. Bensen 136,371,591 316,870 815,235
Ronald E. Blaylock 133,669,473 3,023,207 811,016
Sona Chawla
136,403,401 293,659 806,636
Thomas J. Folliard 135,863,105 828,200 812,391
Shira Goodman 129,438,213 7,241,941 823,542
Robert J. Hombach 136,345,374 341,902 816,420
David W. McCreight 136,417,179 270,400 816,117
William D. Nash 136,459,585 230,885 813,226
Mark F. O'Neil 136,457,657 232,976 813,063
Pietro Satriano 135,573,949 1,114,781 814,966
Marcella Shinder 135,616,874 1,048,519 838,303
Mitchell D. Steenrod 136,317,293 374,383 812,020
There were 10,338,271 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 2021 pursuant to
the vote set forth below.
Votes For Votes Against Votes Abstaining
143,565,080 4,192,227 84,660
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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
130,437,827 5,503,322 1,562,547
There were 10,338,271 broker non-votes related to this vote.
4. The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as
amended and restated, pursuant to the vote set forth below.
Votes For Votes Against Votes Abstaining
132,034,928 4,586,870 881,898
There were 10,338,271 broker non-votes related to this vote.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
10.1 CarMax, Inc. 2002 Stock Incentive Plan, as amended and
restated June 23, 2020.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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