Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ Richard L. Sharp
-----------------------------------------
Richard L. Sharp
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ James F. Clingman, Jr.
-------------------------------------
James F. Clingman, Jr.
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ Jeffrey E. Garten
-----------------------------------------
Jeffrey E. Garten
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ W. Robert Grafton
---------------------------------------
W. Robert Grafton
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ William S. Kellogg
--------------------------------------
William S. Kellogg
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ Hugh G. Robinson
----------------------------------------
Hugh G. Robinson
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ Thomas G. Stemberg
----------------------------------------
Thomas G. Stemberg
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ Beth A. Stewart
----------------------------------------
Beth A. Stewart
Exhibit 24.1
Power of Attorney
The undersigned hereby constitutes and appoints Keith D. Browning and Kim D.
Orcutt his attorney-in-fact, each with full power to act without the other, to
execute on his behalf, individually and in his capacity as a director of CarMax,
Inc., and to file any documents referred to below relating to the registration
of (i) 6,750,000 shares of CarMax, Inc. Common Stock to be issued pursuant to
the CarMax, Inc. 2002 Amended and Restated Stock Incentive Plan and (ii) 150,000
shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc.
Amended and Restated Non-Employee Directors Stock Incentive Plan; such documents
being: one or more registration statements on Form S-8, or any other appropriate
form, to be filed with the Securities and Exchange Commission (including any
registration statement related to the transactions contemplated hereby that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933); such statements with, and/or applications to, the regulatory authorities
of any state in the United States as may be necessary to permit such shares and
rights to be offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any and all
amendments (pre-effective and post-effective) to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys, and each of them full power
and authority to perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of
this 1st day of July, 2005.
/s/ William R. Tiefel
---------------------------------------
William R. Tiefel