kmx-20240509

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. __ )

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o						Preliminary Proxy Statement


o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý						Definitive Proxy Statement


o						Definitive Additional Materials


o						Soliciting Material under §240.14a-12


CarMax, Inc.
(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o						Fee paid previously with preliminary materials.


o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow CarMax Shareholders:

I am pleased to invite you to attend the 2024 annual meeting of CarMax, Inc. shareholders, which will be held on Tuesday, June 25, 2024. The attached notice of annual shareholders meeting and proxy statement are your guides to the meeting.

This past year we celebrated CarMax’s 30th anniversary, and I am incredibly proud of what we have achieved and how far the company has come. Despite persistent challenges in the used car industry, we achieved significant progress during fiscal 2024 on our strategic initiatives, including online self-progression enhancements, a new online checkout and purchasing experience, and an expansion of our appraisal and acquisition services. And, we continued to take deliberate steps to support our business for both the near-term and long-term, by prioritizing initiatives that further achieve efficiencies and create better experiences for our associates and customers. These steps will ensure that when we come out of this cycle, we will be stronger than ever.

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 71 of the proxy statement.

We also are pleased to furnish proxy materials to shareholders primarily over the internet. On or about May 9, 2024, 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 9, 2024

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

When:

Tuesday, June 25, 2024, at 1:00 p.m., Eastern Time

Where:

This year’s meeting is a virtual annual shareholders meeting held at: www.virtualshareholdermeeting.com/KMX2024

Items of Business:

(1)

To elect the eleven 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 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 19, 2024.

By order of the Board of Directors,

John M. Stuckey, III

Vice President, Deputy General Counsel

and Corporate Secretary

May 9, 2024


TABLE OF CONTENTS


PROXY SUMMARY			1
PROPOSAL ONE: ELECTION OF DIRECTORS			4
CORPORATE GOVERNANCE			12
Overview			12
Corporate Responsibility and Sustainability			13
Independence			15
Board Leadership Structure			16
Board Committees			16
Board and Committee Meetings			18
Selection of Directors			18
Key Board Responsibilities			20
Related Person Transactions			21
Shareholder Outreach and Engagement			22
Shareholder Communication with Directors			22
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
AUDIT COMMITTEE REPORT			24
AUDITOR FEES AND PRE-APPROVAL POLICY			25
PROPOSAL THREE: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			26
COMPENSATION DISCUSSION AND ANALYSIS			27
Overview			27
Executive Summary			27
How We Make Compensation Decisions			29
What We Pay and Why: Elements of Compensation			32
Compensation Mix			32
Base Salary			33
Annual Incentive Bonus			34
Long-Term Equity Awards			36
Additional Elements of Compensation			39
Additional Information			40
COMPENSATION AND PERSONNEL COMMITTEE REPORT			43
COMPENSATION TABLES			44
Summary Compensation Table			44
All Other Compensation Table			46
Grants of Plan-Based Awards Table			47
Outstanding Equity Awards Table			49
Option Exercises and Stock Vested Table			51
Pension Benefits Table			51


Nonqualified Deferred Compensation Table			53
Potential Payments Upon Termination or Change-in-Control			54
CEO Pay Ratio			60
Pay Versus Performance			61
DIRECTOR COMPENSATION			66
CARMAX SHARE OWNERSHIP			68
GENERAL INFORMATION			71


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.