Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On June 23, 2020, at the CarMax, Inc. (the "Company") 2020 Annual Meeting of Shareholders, the Company's shareholders, upon recommendation of the Board of Directors (the "Board"), approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"). The Stock Incentive Plan authorizes the Company to provide equity awards to its employees and non-employee directors. The approved amendments: (a) increase the number of shares of the Company's common stock reserved for issuance under the Stock Incentive Plan by 1,500,000 shares, and (b) extend the termination date of the Stock Incentive Plan from June 25, 2029 to June 23, 2030. The Stock Incentive Plan is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02. The foregoing description of the Stock Incentive Plan is qualified in its entirety by reference to the attached Exhibit.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 23, 2020 the Company held its 2020 Annual Meeting of Shareholders. The following actions were taken:

1. The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2021 Annual Meeting of Shareholders, pursuant to the vote set forth below.



Director                Votes For    Votes Against   Votes Abstaining

Peter J. Bensen 136,371,591 316,870 815,235 Ronald E. Blaylock 133,669,473 3,023,207 811,016 Sona Chawla

            136,403,401      293,659          806,636

Thomas J. Folliard 135,863,105 828,200 812,391 Shira Goodman 129,438,213 7,241,941 823,542 Robert J. Hombach 136,345,374 341,902 816,420 David W. McCreight 136,417,179 270,400 816,117 William D. Nash 136,459,585 230,885 813,226 Mark F. O'Neil 136,457,657 232,976 813,063 Pietro Satriano 135,573,949 1,114,781 814,966 Marcella Shinder 135,616,874 1,048,519 838,303 Mitchell D. Steenrod 136,317,293 374,383 812,020

There were 10,338,271 broker non-votes for each director.

2. The shareholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021 pursuant to the vote set forth below.



 Votes For    Votes Against   Votes Abstaining
143,565,080     4,192,227          84,660

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3. The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers pursuant to the vote set forth below.



 Votes For    Votes Against   Votes Abstaining
130,437,827     5,503,322        1,562,547

There were 10,338,271 broker non-votes related to this vote.

4. The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.



 Votes For    Votes Against   Votes Abstaining
132,034,928     4,586,870         881,898

There were 10,338,271 broker non-votes related to this vote.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.


Exhibit Number       Description of Exhibit

  10.1               CarMax, Inc. 2002 Stock Incentive Plan, as amended and
                     restated June 23, 2020.
104                  Cover Page Interactive Data File (embedded within the Inline
                     XBRL document).

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