CarMax (KMX) Proxy Filing summary

Executive summary

• Achieved robust year-over-year earnings growth in fiscal 2025, with net earnings per diluted share up 6.3% to $3.21, and a 21.1% increase excluding one-time items.

• Total used unit sales rose 3.1%, comparable store used unit sales increased 2.2%, while wholesale units decreased 0.4%.

• CarMax Auto Finance income grew 2.4% to $581.7 million.

• Strategic initiatives included nationwide rollout of customer shopping accounts, new EV-focused website tools, and progress on a full-spectrum credit model.

• Named to Fortune's 100 Best Companies to Work For® for the 21st consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and a shareholder proposal to lower the threshold for calling special meetings.

• Board recommends voting FOR all directors, FOR auditor ratification, FOR executive compensation, and AGAINST the shareholder proposal.

• The shareholder proposal seeks to reduce the threshold to call a special meeting from 20% to 10%; the Board opposes this, citing balance and market practice.

Board of directors and corporate governance

• Board consists of ten nominees, eight of whom are independent; annual elections and majority voting standard in place.

• Board committees: Audit, Compensation and Personnel, Nominating and Governance, Technology and Innovation—all comprised solely of independent directors.

• Board leadership structure separates CEO and Chair roles; lead independent director appointed.

• Proxy access allows eligible shareholders to nominate up to 20% of the Board.

• Regular board and committee self-evaluations and director refreshment practices.