kmx-20250507

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 Registrant ý Filed by a Party other than the Registrant o

Check the appropriate box:


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 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


TABLE OF CONTENTS


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

SEC Form DEF 14A filed by CarMax Inc