CarMax (KMX) Proxy Filing summary

Executive summary

• Starboard Value LP has invested in the company and nominated two directors for election at the 2026 Annual Meeting of Shareholders.

• Constructive engagement is ongoing between the board and Starboard, with both parties focused on long-term value.

• Keith Barr has been appointed as the new CEO, effective March 16, following interim leadership changes in November.

• The board is committed to active oversight and enhancing shareholder value, with no immediate impact on daily operations or employee compensation.

• Forward-looking statements caution about risks and uncertainties, with reference to recent financial outlooks and succession matters.

Voting matters and shareholder proposals

• Starboard Value has nominated two directors for election to the board at the 2026 Annual Meeting.

• The board will present its recommendation on the proposed nominees in due course.

• Shareholders are encouraged to read the forthcoming proxy statement and related materials when available.

Board of directors and corporate governance

• The board accelerated succession planning in November, appointing interim leaders before selecting Keith Barr as CEO.

• The board and investor relations team routinely engage with shareholders, including public and private discussions.

• The board is experienced in managing shareholder nominations and remains focused on long-term success.