0001170010-24-000116.txt : 20240715 0001170010-24-000116.hdr.sgml : 20240715 20240715161153 ACCESSION NUMBER: 0001170010-24-000116 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240707 FILED AS OF DATE: 20240715 DATE AS OF CHANGE: 20240715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stuckey John M III CENTRAL INDEX KEY: 0002030154 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31420 FILM NUMBER: 241117411 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARMAX INC CENTRAL INDEX KEY: 0001170010 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 541821055 STATE OF INCORPORATION: VA FISCAL YEAR END: 0229 BUSINESS ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: (804) 747-0422 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 3 1 wk-form3_1721074305.xml FORM 3 X0206 3 2024-07-07 0 0001170010 CARMAX INC KMX 0002030154 Stuckey John M III 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 SVP, Gen Counsel & Secretary Common Stock 969 D Stock Options (Right to Buy) 63.04 2025-05-01 Common Stock 19673 D Stock Options (Right to Buy) 78.61 2026-05-01 Common Stock 17170 D Stock Options (Right to Buy) 71.07 2027-05-01 Common Stock 16768 D Stock Options (Right to Buy) 136.94 2028-05-03 Common Stock 13491 D Stock Options (Right to Buy) 91.14 2029-05-02 Common Stock 17997 D Stock Options (Right to Buy) 70.48 2030-05-01 Common Stock 20606 D Stock Options (Right to Buy) 67.21 2031-05-01 Common Stock 13949 D Stock Options (Right to Buy) 71.21 2031-07-01 Common Stock 2675 D Restricted Stock Units Common Stock 1579 D Restricted Stock Units Common Stock 2009 D Restricted Stock Units Common Stock 4255 D Restricted Stock Units Common Stock 827 D Shares reported reflect .6775 fractional share rounded to the next full share. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2019, May 1, 2020, May 1, 2021 and May 1, 2022 and are now fully exercisable. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2020, May 1, 2021, May 1, 2022 and May 1, 2023 and are now fully exercisable. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2021, May 1, 2022, May 1, 2023 and May 1, 2024 and are now fully exercisable. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 3, 2022, May 3, 2023 and May 3, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on May 3, 2025. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2023 and May 2, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2025 and May 2, 2026. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026 and May 1, 2027. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028. The restricted stock units shall vest on May 2, 2025. Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. The restricted stock units shall vest on May 1, 2026. The restricted stock units shall vest on May 1, 2027. The restricted stock units shall vest on July 1, 2027. Exhibit 24.1 - Power of Attorney Christine Carter, attorney-in-fact 2024-07-15 EX-24.1 2 poa_stuckey.htm EX-24.1 Document
Exhibit 24.1


POWER OF ATTORNEY

The undersigned with respect to the matters described herein constitutes and appoints Ashley Cullum, Christine Carter and Jessica Kirkland, each of whom may act individually, as my true and lawful attorney-in-fact to:

1)Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of CarMax Inc. (the “Company”), Forms 3, 4, and 5 (or any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

2)Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4, and 5 (or any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3)Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned understands and confirms that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the forgoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of July 2024.


/s/ John M. Stuckey III
John M. Stuckey, III