Research
CarMax Proxy Fight: Starboard's Shareholder Math and the Case for Operational Urgency
Starboard Value's proxy contest at CarMax targets a company whose operating income has nearly halved from its FY22 peak, ROIC stands at just 3.1%, and shares have fallen 41.6% over the past year. The activist's shareholder math depends on convincing institutional voters that the incumbent board's oversight of $1.4B in buybacks during margin deterioration and a compressed 2.5% EBIT margin constitutes a governance failure warranting new directors.