CARMAX INC
For the period ended Feb 28, 2025. Filed May 8, 2025.
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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 28, 2025 · Filed May 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __ )
Filed by the Registrantý Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
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| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ý | Definitive Proxy Statement |
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| o | Definitive Additional Materials |
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| o | Soliciting Material under §240.14a-12 |
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CarMax, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ý | No fee required. |
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| o | Fee paid previously with preliminary materials. |
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| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Fellow CarMax Shareholders:
I am pleased to invite you to attend the 2025 annual meeting of CarMax, Inc. shareholders, which will be held on Tuesday, June 24, 2025. The attached notice of annual shareholders meeting and proxy statement are your guides to the meeting.
In fiscal 2025, we delivered robust year-over-year earnings growth as we drove unit volume increases in sales and buys, materially increased gross profit, grew CarMax Auto Finance income, and realized additional cost efficiencies. We achieved significant progress during fiscal 2025 on our strategic initiatives, including the nationwide rollout of our customer shopping accounts, the addition of new shopping information and tools to our website geared towards electric vehicles, and progress on CarMax Auto Finances’s full-spectrum credit model. Our associates, stores, technology and digital capabilities, all seamlessly tied together, enable us to provide the most customer centric car buying and selling experience. We believe this is a competitive advantage that gives us access to the largest total addressable market in the used car space, providing a strong runway for future growth.
Shareholders will be able to attend and participate in the virtual meeting online, including voting shares and submitting questions. Instructions and information on how to participate in the meeting can be found on page 69 of the proxy statement.
We also are pleased to furnish proxy materials to shareholders primarily over the internet. On or about May 8, 2025, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and to vote online. Internet distribution of our proxy materials expedites receipt by shareholders, lowers the cost of the annual shareholders meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
Whether or not you will be attending our virtual annual shareholders meeting, your vote is very important to us. I encourage you to cast your ballot by internet, by telephone, by mail (if you request a paper copy), or during the annual shareholders meeting.
Thank you for your continued trust in CarMax.
Sincerely,
Thomas J. Folliard
Chair of the Board of Directors
May 8, 2025
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| When: | Tuesday, June 24, 2025, at 1:00 p.m., Eastern Time | |
|---|---|---|
| Where: | This year’s meeting is a virtual annual shareholders meeting held at: www.virtualshareholdermeeting.com/KMX2025 | |
| Items of Business: | (1) | To elect the ten directors named in the proxy statement to our Board of Directors. |
| (2) | To ratify the appointment of KPMG LLP as our independent registered public accounting firm. | |
| (3) | To vote, on an advisory basis, to approve the compensation of our named executive officers. | |
| (4) | To vote on the shareholder proposal described in the accompanying Proxy Statement, if properly presented at the meeting. | |
| (5) | To transact any other business that may properly come before the annual shareholders meeting or any postponements or adjournments thereof. | |
| Who May Vote: | You may vote if you owned CarMax common stock at the close of business on April 17, 2025. | |
By order of the Board of Directors,
John M. Stuckey, III
Senior Vice President, General Counsel
and Corporate Secretary
May 8, 2025
| PROXY SUMMARY | 1 |
|---|---|
| PROPOSAL ONE: ELECTION OF DIRECTORS | 4 |
| CORPORATE GOVERNANCE | 10 |
| Overview | 10 |
| Corporate Responsibility | 11 |
| Independence | 12 |
| Board Leadership Structure | 12 |
| Board Committees | 13 |
| Board and Committee Meetings | 15 |
| Selection of Directors | 15 |
| Key Board Responsibilities | 17 |
| Related Person Transactions | 18 |
| Shareholder Outreach and Engagement | 19 |
| Shareholder Communication with Directors | 19 |
| PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| AUDIT COMMITTEE REPORT | 21 |
| AUDITOR FEES AND PRE-APPROVAL POLICY | 22 |
| PROPOSAL THREE: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 23 |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 |
| Overview | 24 |
| Executive Summary | 24 |
| How We Make Compensation Decisions | 25 |
| What We Pay and Why: Elements of Compensation | 28 |
| Compensation Mix | 29 |
| Base Salary | 30 |
| Annual Incentive Bonus | 31 |
| Long-Term Equity Awards | 33 |
| Additional Elements of Compensation | 36 |
| Additional Information | 37 |
| COMPENSATION AND PERSONNEL COMMITTEE REPORT | 40 |
| COMPENSATION TABLES | 41 |
| Summary Compensation Table | 41 |
| All Other Compensation Table | 43 |
| Grants of Plan-Based Awards Table | 44 |
| Outstanding Equity Awards Table | 46 |
| Option Exercises and Stock Vested Table | 48 |
| Pension Benefits Table | 48 |
| Nonqualified Deferred Compensation Table | 50 |
|---|---|
| Potential Payments Upon Termination or Change-in-Control | 51 |
| CEO Pay Ratio | 56 |
| Pay Versus Performance | 57 |
| DIRECTOR COMPENSATION | 62 |
| PROPOSAL FOUR: SHAREHOLDER SPECIAL MEETING RIGHT | 64 |
| CARMAX SHARE OWNERSHIP | 66 |
| GENERAL INFORMATION | 69 |
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