Business Context and Reporting Period
This Form 8-K filing by CarMax, Inc. (KMX) is dated May 12, 2026. The report addresses corporate governance changes, specifically the appointment of a new director and the planned retirements of two existing directors, pending shareholder approval at the 2026 Annual Meeting of Shareholders.
Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is a shift in Board of Directors composition:
- New Appointment: Robert T. O'Shaughnessy has been nominated to join the Board. He brings extensive experience from PulteGroup, Inc. and Penske Automotive Group, including roles as CFO and Executive Vice President.
- Retirements: Directors Shira Goodman and Mitchell Steenrod will not stand for re-election and will retire upon the conclusion of their terms at the Annual Meeting.
- Reasoning: The departures of Ms. Goodman and Mr. Steenrod are not due to any disagreement with the Company.
Outlook, Risks, and Management Commentary
Management Commentary: The Board determined that Mr. O'Shaughnessy qualifies as an independent director under NYSE listing standards. He is expected to serve on the Audit Committee upon election. He will participate in the standard non-employee director compensation program (cash retainer, restricted stock units, and fees).
Risks and Contingencies: The new director's appointment is contingent upon shareholder approval at the upcoming Annual Meeting. No other risks or unusual items are disclosed in this filing.
Key Facts for Investor Verification
- Verify the outcome of the shareholder vote for Robert T. O'Shaughnessy at the 2026 Annual Meeting.
- Confirm the exact date of the Annual Meeting to determine when the Board composition changes will take effect.
- Review the attached Press Release (Exhibit 99.1) for additional details on the new director's background.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.