| 1a. | Elect Keith Barr - Chief Executive | For |
| 1b. | Elect Peter Bensen - Non-Executive Director | For |
| 1c. | Elect Sona Chawla - Non-Executive Director | Oppose |
| 1d. | Elect William C. Cobb - Non-Executive Director | For |
| 1e. | Elect Thomas J. Folliard - Chair (Non Executive) | Oppose |
| 1f. | Elect James Kessler - Non-Executive Director | For |
| 1g. | Elect David McCreight - Non-Executive Director | For |
| 1h. | Elect Mark F. O'Neil - Non-Executive Director | For |
| 1i. | Elect Robert O'Shaughnessy - Non-Executive Director | For |
| 1j. | Elect Pietro Satriano - Non-Executive Director | For |
| 1k. | Elect Marcella Shinder - Non-Executive Director | Oppose |
| 2. | Appoint KPMG LLP as the Auditors | Oppose |
| 3. | Advisory Vote on Named Executive Compensation | For |
| 4. | Approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated. | Oppose |
