CarMax (KMX) Proxy filing summary

Executive summary

• Leadership transition included the termination of the previous CEO, appointment of an interim CEO, and hiring of Keith Barr as the new CEO in March 2026, with a focus on digital transformation and customer experience.

• Board refreshment brought three new independent directors, two of whom were nominated through shareholder engagement, and two long-serving directors are retiring.

• Fiscal 2026 saw net earnings per diluted share drop to $1.68 from $3.21, impacted by impairment and restructuring charges; used unit sales and wholesale units both decreased by 1.1%.

• CarMax Auto Finance income decreased 3.3% to $562.7 million.

• Recognized for the 22nd consecutive year as a Fortune “100 Best Companies to Work For.”

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and approval of the amended and restated 2002 Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• Proxy access and majority voting for directors are in place; shareholders can call special meetings.

Board of directors and corporate governance

• Board consists of 11 nominees, 9 of whom are independent; annual elections and majority voting standard.

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

• Board leadership structure separates CEO and Chair roles; lead independent director role rotates to Mark O’Neil after the annual meeting.

• Board and committees met frequently, with high attendance rates; annual self-evaluations and peer reviews inform board refreshment.

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