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
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 28, 2025.
Business Highlights
In fiscal 2025, we returned to growth achieving increases in net earnings, comparable store used until sales, and CarMax Auto Finance income. Additional information about our fiscal 2025 results can be found in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.
| Earnings | Net earnings per diluted share increased 6.3% to $3.21. Net earnings per diluted share during fiscal 2025 included a negative impact of $0.06 resulting from an Edmunds lease impairment charge. Net earnings per diluted share during fiscal 2024 included a benefit of $0.32 in connection with proceeds from a legal settlement. Net earnings per diluted share excluding both of these impacts increased 21.1% in fiscal 2025. |
|---|---|
| Units | Total used unit sales increased 3.1% and comparable store used unit sales increased 2.2%. Total wholesale units decreased 0.4%. |
| CarMax Auto Finance | CarMax Auto Finance (“CAF”) finished the year with income of $581.7 million, an increase of 2.4% over the prior year. |
| Market Share | CarMax’s share of the nationwide age 0-10 year old used vehicle market remained at 3.7% in calendar year 2024. Gains in the back half of the year offset losses in the first half of the year, reflecting the positive momentum across our business. |
| 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 five new stores and one stand-alone auction facility in Chino, California. |
| Twenty-first Year on Fortune“Best Companies” List | We were named by Fortune magazine as one of its 100 Best Companies to Work For® for the twenty-first year in a row. |
Key Corporate Responsibility and Governance Practices
| Annual election of all directors | Proxy access adopted |
|---|---|
| 8 of 10 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 | Shareholder right to call a special meeting |
| Majority voting for directors | |
Annual Meeting of Shareholders
| When | Tuesday, June 24, 2025, 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 17, 2025 |
| Virtual Meeting Website | www.virtualshareholdermeeting.com/KMX2025 |
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 | 20 |
| 3. | Advisory Approval of Executive Compensation | FOR | 23 |
| 4. | Shareholder Proposal regarding a Shareholder Special Meeting Right | AGAINST | 64 |
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/KMX2025
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 24, 2025. 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 24, 2025. Additional instructions and information on how to participate can be found on page 69.
Next Year’s Annual Shareholders Meeting
| Expected Date of 2026 Annual Shareholders Meeting | June 23, 2026 |
|---|---|
| Deadline for Shareholder Proposals | January 8, 2026 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.