CARMAX INC
For the period ended Feb 29, 2024. Filed May 9, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 29, 2024 · Filed May 9, 2024
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. For more complete information, please review this entire proxy statement and CarMax’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
Business Highlights
Our fiscal 2024 results reflected challenging market conditions, including widespread inflationary pressures, higher interest rates, tightened lending standards and low consumer confidence. Additional information about our fiscal 2024 results can be found in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
| Strategic Initiatives and Accomplishments | Across our diversified business model incorporating retail, wholesale, finance and Edmunds, we made a number of enhancements and expanded our ability to source, sell, and finance vehicles. We also opened a new stand-alone reconditioning facility in Carrollton, Georgia, the first of its kind for CarMax. |
|---|---|
| Twentieth Year on Fortune“Best Companies” List | We were named by Fortune magazine as one of its 100 Best Companies to Work For® for the twentieth year in a row. |
| Revenues | Net revenues decreased 10.6% to $26.5 billion. |
| Units | Total used unit sales decreased 5.2% and comparable store used unit sales decreased 6.7%. Total wholesale units decreased 6.6%. |
| CarMax Auto Finance | CarMax Auto Finance (“CAF”) finished the year with income of $568.3 million, a decrease of 14.3% over the prior year. |
| Earnings | Net earnings decreased 1.1% to $479.2 million and net earnings per diluted share decreased 0.3% to $3.02. |
Key Corporate Responsibility and Governance Practices
| Annual election of all directors | Proxy access adopted |
|---|---|
| 9 of 11 director nominees are independent | Annual “say on pay” vote |
| Annual Responsibility Reporting | Board oversight of risk management program |
| Active Shareholder Engagement Practices | Technology and Innovation Committee |
| Short- and Long-Term Greenhouse Gas Emission Reduction Targets | Annual EEO-1 Disclosures in Responsibility Report |
| Majority voting for directors | |
Annual Meeting of Shareholders
| When | Tuesday, June 25, 2024, at 1:00 p.m., Eastern Time |
|---|---|
| Where | This year’s meeting is a virtual-only annual shareholders meeting. There will be no in-person meeting location. |
| Who May Attend the Virtual Meeting | All shareholders as of the record date may attend the meeting. |
| Record Date | April 19, 2024 |
| Virtual Meeting Website | www.virtualshareholdermeeting.com/KMX2024 |
Voting Matters and Board Recommendations
| Agenda Item · Board Recommendation · Page of Proxy Statement | |||
|---|---|---|---|
| 1. | Election of Directors | FOR each Director nominee | 4 |
| 2. | Ratification of Auditors | FOR | 23 |
| 3. | Advisory Approval of Executive Compensation | FOR | 26 |
Virtual Annual Meeting Attendance
This year our annual shareholders meeting will again be held virtually; there will be no in-person meeting location. We are committed to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. Shareholders will be able to attend and participate in the virtual meeting, including voting their shares and asking questions.
To attend and participate in our annual meeting:
Visit www.virtualshareholdermeeting.com/KMX2024
Enter the 16-digit control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.
Our annual meeting will begin promptly at 1:00 p.m., Eastern Time, on June 25, 2024. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. You may begin to log into the virtual platform beginning at 12:45 p.m., Eastern Time, on June 25, 2024. Additional instructions and information on how to participate can be found on page 71.
Next Year’s Annual Shareholders Meeting
| Expected Date of 2025 Annual Shareholders Meeting | June 24, 2025 |
|---|---|
| Deadline for Shareholder Proposals | January 9, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.