CarMax, Inc.

KMX

Reporting person: Starboard Value LP(fund)

Starboard nominates two directors to CarMax board, seeks operational improvements

high confidence

Contest Strategydissident slate, solicitors, demands

IssuerCarMax, Inc. (KMX)

Issuer solicitor—

Reporting personStarboard Value LP (fund)

Dissident solicitor—

Stake6,201,362 phys / 2,100,000 synth (swap)—

Dissident counsel—

Cost basis—

Meeting date—

Record date—

Primary demands

board representation
enhanced digital execution
reconditioning efficiencies
dynamic pricing improvements
substantially expanded SG&A reduction program
cost discipline restoration

Advisors

No advisor data on record for this deal.

Sources

SEC Filing

Starboard Value LP, a significant shareholder of CarMax Inc., has delivered a letter to incoming CEO Keith Barr and nominated William C. Cobb and Jeffrey C. Smith for election to the board at the 2026 annual meeting. Starboard owns 6,201,362 shares directly plus 2,100,000 notional shares through cash-settled total return swaps, and identifies execution gaps in digital experience, reconditioning efficiency, and dynamic pricing as fixable opportunities. The activist seeks enhanced SG&A reductions and improved operational execution to unlock shareholder value at a company trading near tangible book value.

Item id: 23ee7c1c-24df-4e26-b016-6e3f321ee729 · ingested Apr 24, 2026