CarMax | Right To Act By Written Consent at CarMax

Status
Omitted
Previous AGM date
Resolution details
Company ticker
KMX
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). 
Supporting statement
This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. A shareholder right to act by written consent could incentivize CarMax, Inc. (KMX) directors to be more vigilant and more alert to face future headwinds like those that emerged in 2025: KMX Q2 2026 earnings and subsequent Q3 outlook significantly missed analyst expectations. KMX reported declines in sales, net earnings, and comparable store used unit sales, which it partially attributed to a "pull forward" in demand earlier in the year due to tariff speculation. The financial misses and negative outlook led to a dramatic drop in KMX stock price throughout 2025, reaching a 5-year low at one point and losing about half its value year-to-date. The Q2 earnings miss alone caused the stock to drop 20%. KMX announced the unexpected departure of its long-time CEO, Bill Nash, as part of leadership changes aimed at strengthening the business during a transitional period. Multiple law firms filed class action lawsuits against KMX, alleging securities fraud. The lawsuits claim the company made "materially false and/or misleading statements" and failed to disclose underlying business weaknesses, risks in its Auto Finance (CAF) loan portfolio, and the temporary nature of the earlier demand surge to shareholders. KMX increased its provision for loan losses for the CAF portfolio, with the allowance for loan losses rising to 3.02% of auto loans held for investment as of August 2025, up from 2.76% three months prior, signaling deteriorating credit trends among borrowers. In response to the worsening trajectory and increased competition (notably from Carvana), firms like Morgan Stanley and William Blair downgraded the KMX stock rating, with analysts describing the situation as a "falling knife."

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