America’s Car-Mart (CRMT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 27, 2024, to address director elections, executive compensation, equity plan approval, and auditor ratification.

• CEO transition occurred in fall 2023, with Doug Campbell appointed and new technology and partnerships highlighted as strategic priorities.

• Company faced a challenging operating environment in 2024, with a focus on affordability, technology, and human capital development.

• Shareholder engagement and voting are emphasized, with multiple voting methods available.

Voting matters and shareholder proposals

• Election of eight directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2024 Equity Incentive Plan.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending April 30, 2025.

• Other business may be conducted as appropriate.

Board of directors and corporate governance

• Board consists of eight members, with six considered independent and 38% women.

• Five standing committees: audit and compliance, compensation and human capital, finance, nominating and governance, and innovation and technology.

• Board diversity matrix provided; board and committee meetings had high attendance.

• Board leadership is separated between CEO and Chairman roles.

• Stockholder communications process and director nomination procedures in place.