CARMAX INC
For the period ended Feb 28, 2026. Filed May 12, 2026.
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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, 2026 · Filed May 12, 2026
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, 2026.
Business Highlights
Additional information about our fiscal 2026 results can be found in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.
| Leadership Transition | In November 2025, our Board terminated the employment of our President and Chief Executive Officer William D. Nash and appointed CarMax board member David McCreight as Interim President and Chief Executive Officer, effective December 1, 2025. In February 2026, our Board appointed Keith Barr as our President and Chief Executive Officer, effective March 16, 2026. |
|---|---|
| Board Refreshment | Over the past year, the Board has taken a number of steps to refresh its membership. In December 2025, Mr. Nash was removed from the Board. In February 2026, the Board appointed Mr. Barr, CarMax’s new Chief Executive Officer, as a director. At this annual meeting, the Board is nominating three new independent director candidates, including two identified through the Board’s constructive engagement with shareholders. In addition, consistent with the Board’s commitment to planned succession, two of our current directors, Ms. Goodman and Mr. Steenrod, are not standing for reelection at this annual meeting. Assuming shareholders approve the full slate of nominees, the Board will have four new directors as compared to its membership last year. |
| Earnings | Net earnings per diluted share was $1.68 versus $3.21 a year ago. Net earnings per diluted share for fiscal 2026 included a negative impact of $0.96 related to impairment charges and $0.27 related to restructuring charges. |
| Units | Total used unit sales decreased 1.1% and comparable store used unit sales decreased 2.0%. Total wholesale units decreased 1.1%. |
| CarMax Auto Finance | CarMax Auto Finance (“CAF”) finished the year with income of $562.7 million, a decrease of 3.3% from the prior year. |
| Twenty-second 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-second year in a row. |
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 |
| Majority voting for directors | Shareholder right to call a special meeting |
Annual Meeting of Shareholders
| When | Tuesday, June 23, 2026, 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, 2026 |
| Virtual Meeting Website | www.virtualshareholdermeeting.com/KMX2026 |
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 | 22 |
| 3. | Advisory Approval of Executive Compensation | FOR | 25 |
| 4. | Approval of Amended and Restated CarMax, Inc. 2002 Stock Incentive Plan | FOR | 71 |
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/KMX2026
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 23, 2026. 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 23, 2026. Additional instructions and information on how to participate can be found on page 84.
Next Year’s Annual Shareholders Meeting
| Expected Date of 2027 Annual Shareholders Meeting | June 29, 2027 |
|---|---|
| Deadline for Shareholder Proposals | January 12, 2027 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.