CarMax : 2024 Proxy Statement

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:

Where:

Items of Business:

Who May Vote:

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

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

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.

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......................................................................................................................................

AUDIT COMMITTEE REPORT....................................................................................................................................

AUDITOR FEES AND PRE-APPROVALPOLICY....................................................................................................

PROPOSAL THREE: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION..........................................

COMPENSATION DISCUSSION AND ANALYSIS...................................................................................................

23

24

25

26

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-TermEquity 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-BasedAwards 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	Across our diversified business model incorporating retail, wholesale, finance and
Accomplishments	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	We were named by Fortune magazine as one of its 100 Best Companies to Work For® for
"Best Companies" List	the twentieth year in a row.
Revenues	Net revenues decreased 10.6% to $26.5 billion.
Units	Total used unit sales decreased 5.2% and comparable store used unit sales decreased 6.7%.
	Total wholesale units decreased 6.6%.
CarMax Auto Finance	CarMax Auto Finance ("CAF") finished the year with income of $568.3 million, a
	decrease of 14.3% over the prior year.
Earnings	Net earnings decreased 1.1% to $479.2 million and net earnings per diluted share
	decreased 0.3% to $3.02.

1

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
Short- and Long-Term Greenhouse Gas	Annual EEO-1 Disclosures in Responsibility
Emission Reduction Targets	Report
Majority voting for directors

Annual Meeting of Shareholders

When

Where

Who May Attend the Virtual Meeting

Record Date

Virtual Meeting Website

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

This year's meeting is a virtual-only annual shareholders meeting. There will be no in-person meeting location.

All shareholders as of the record date may attend the meeting.

April 19, 2024

www.virtualshareholdermeeting.com/KMX2024

Voting Matters and Board Recommendations

Agenda Item

1. Election of Directors
2. Ratification of Auditors
3. Advisory Approval of Executive Compensation

Board Recommendation

FOR each Director nominee

FOR

FOR

Page of Proxy Statement

4

23

26

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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/KMX2024
• 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 25, 2024. 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 25, 2024. Additional instructions and information on how to participate can be found on page 71.

Next Year's Annual Shareholders Meeting

Expected Date of 2025 Annual Shareholders	June 24, 2025
Meeting
Deadline for Shareholder Proposals	January 9, 2025

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PROPOSAL ONE: ELECTION OF DIRECTORS

We are asking you to vote for the election of the eleven director nominees listed on the following pages. Our Board has nominated these individuals at the recommendation of our independent Nominating and Governance Committee. The Committee based its recommendation on, among other things, the results of an annual Board and peer evaluation process, as well as the integrity, experience, and skills of each nominee. All of the nominees are current directors who were elected by shareholders at our 2023 annual meeting.

Our Board is declassified and elected on an annual basis. Accordingly, each director nominee is standing for election to hold office until our 2025 annual meeting of shareholders. CarMax uses a majority vote standard for the election of directors. This means that to be elected in uncontested elections, each nominee must be approved by the affirmative vote of a majority of the votes cast.

Each nominee has consented to being named in this proxy statement and to serve if elected. If any nominee is not available to serve-for reasons such as death or disability-your proxy will be voted for a substitute nominee if the Board nominates one.

The table below summarizes the key experience, skills and backgrounds of our director nominees and it highlights the balanced mix of experience, skills and backgrounds of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee's skills or contributions to the Board.

	Peter J.	Ronald E.	Sona	Thomas	Shira	David W.	William	Mark F.	Pietro	Marcella	Mitchell
	Bensen	Blaylock	Chawla	J. Folliard	Goodman	McCreight	D. Nash	O'Neil	Satriano	Shinder	D. Steenrod
Leadership and Industry
Experience
Other Public Company Board	ü	ü	ü	ü	ü	ü		ü	ü		ü
Experience
CEO/COO/		ü	ü	ü	ü	ü	ü	ü	ü
Division President
CFO	ü										ü
Relevant Industry Experience			ü	ü	ü	ü	ü	ü		ü	ü
Functional Expertise
Accounting & Finance	ü	ü					ü				ü
Innovation and Disruption			ü	ü	ü	ü	ü	ü	ü	ü
Data Analytics		ü	ü	ü		ü	ü	ü	ü	ü	ü
E-commerce			ü	ü	ü	ü	ü	ü	ü	ü	ü
Technology & Cyber	ü		ü			ü	ü	ü		ü	ü
Logistics			ü				ü		ü		ü
Product, Marketing & Media		ü	ü	ü	ü	ü	ü	ü	ü	ü
Regulatory				ü			ü	ü			ü
Human Capital Management		ü		ü	ü	ü	ü	ü	ü	ü	ü
Risk Oversight	ü	ü		ü			ü	ü	ü		ü
Strategic Planning	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Individual Characteristics
Age (Nominee Average is 60 years	61	64	56	59	63	61	55	65	61	57	57
of age)
Gender	M	M	F	M	F	M	M	M	M	F	M
Racial/Ethnic Diversity		ü	ü

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BOARD NOMINEE SNAPSHOT

Independence

Independent 9

Not 2

Independent

All Committee Chairs and members and our Lead Director are independent.

	Director Tenure
0-5 years	3
6-11 years	4
11+ years	4

The average tenure of our director nominees is 10 years.

Age Distribution

Demographics

55-59 5

60-65 6

The average age of our director nominees is 60 years old.

Female 27%

Racial/Ethnic	18%
Diversity

Three of our directors are women and two are racially or ethnically diverse.

The following pages include information about the nominees. This information includes a summary of the specific experience, qualifications, attributes or skills that led to the conclusion that each person should serve as a CarMax director. The Board recommends a vote FOR each of the nominees.

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