🧾 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major, shareholder-impacting news to the public. Think of it as a formal press release that investors rely on for official updates. This specific filing announces a resolution with an activist investor and new leadership appointments to its Board of Directors.

🏢 What The Company Does

👉 In simple terms, CarMax is America's largest used car supermarket. They buy and sell used cars at their huge lots (over 250 locations), run wholesale auctions for other dealers, and offer in-house auto loans through CarMax Auto Finance. Their model is built on no-haggle pricing and a customer-friendly process.

🤝 The Deal & Key Players

The announcement is the result of "constructive engagement" with activist investor Starboard Value LP.

• Starboard's Role: They invested in CarMax because they believe the company is "undervalued" and its "superior value proposition" should be leading to better performance. They initially nominated their own director candidates for the upcoming shareholder meeting.
• The Resolution: CarMax agreed to add two new, independent directors to its board. In response, Starboard has withdrawn its director nominations. This is a common, settled outcome of activist campaigns.

👥 The New Directors

Two new board members with specific expertise were appointed:

1. William Cobb: A veteran of consumer and tech businesses. He was the CEO of H&R Block and eBay executive, bringing deep experience in digital transformation and consumer services.
2. Jim Kessler: An automotive industry insider. He is currently the CEO of RB Global and previously held leadership roles at major auto body shop chains like Caliber Collision and ABRA, giving him direct operational experience in the auto ecosystem.

👉 Why it matters: The new directors' expertise directly addresses areas CarMax needs to sharpen—digital retail innovation and complex auto operations—as it navigates a competitive market.

💼 Leadership Context

This board refreshment happens alongside a leadership transition at the top. The statements are made by:

• Tom Folliard: The Interim Executive Chair of the Board.
• Keith Barr: The newly appointed President and CEO. The message is clear: the new CEO and the newly constituted board are aligned and ready to start a "next chapter" for the company.

🎯 What Starboard & CarMax Are Signaling

• Starboard's Message: They believe CarMax has great potential but has underperformed. They express confidence that the "refreshed Board" combined with the new CEO "can drive substantial value creation." This is their way of saying they see a path to fixing the business and boosting the stock price.
• CarMax's Message: The company signals it is listening to shareholders and proactively strengthening its oversight. They frame the additions as "regular board refreshment" to support long-term value.

📅 Key Dates & Contact Info

• The new directors will join in connection with the 2026 Annual Meeting of Shareholders.
• For Investors: Contact David Lowenstein at [email protected] or (804) 747-0422 x7865.
• For Media: Contact [email protected] or (855) 887-2915.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths/Silver Lining: This is a peaceful resolution to an activist situation. Starboard is now supportive, which removes uncertainty. The new directors bring highly relevant experience to tackle operational and strategic challenges.
• ⚠️ Risks/Underlying Issue: The fact that an activist investor had to push for these changes highlights performance or strategic concerns on Wall Street. The company now must deliver on the "substantial value creation" promise or risk further investor pressure.

🧠 The Analogy

This is like a successful corporate "truce" negotiation. The shareholder (Starboard) was unhappy with how the kitchen was run, so they marched to the boardroom door with their own chefs (director nominees). Instead of a fight, the company's current managers (CarMax) opened the door, invited in two highly skilled new chefs (Cobb and Kessler) chosen with the shareholder's input, and the shareholder then agreed to call off the march. The cooking now has to improve, or the shareholders will be back.

🧩 Final Takeaway

CarMax averted a boardroom fight by appointing two new directors with digital and auto operational expertise, following pressure from activist investor Starboard Value. The move signals a commitment to strategic change and improved performance under new leadership.