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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
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.


CARMAX, INC.
(Registrant)
Dated: June 30, 2022 By: /s/ Enrique N. Mayor-Mora
Enrique N. Mayor-Mora
Executive Vice President and
Chief Financial Officer


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