UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2005
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CARMAX, INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-31420 54-1821055
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
4900 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-747-0422
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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On June 21, 2005, at the 2005 Annual Meeting of
Shareholders of CarMax, Inc. (the "company"), the company's
shareholders, upon recommendation of the board of
directors, approved an amendment to the CarMax, Inc.
Amended and Restated 2002 Stock Incentive Plan (the "2002
Plan") that increased the number of shares of the company's
common stock reserved for issuance under the 2002 Plan by
6,750,000 shares. The 2002 Plan, as amended and restated
effective June 21, 2005, is attached as Exhibit 10.1, and
is hereby incorporated by reference into this Item 1.01.
Further, the company's shareholders, upon recommendation of
the board of directors, approved an amendment to the
CarMax, Inc. Amended and Restated 2002 Non-Employee
Directors Stock Incentive Plan (the "2002 Directors Plan")
that increased the number of shares of the company's common
stock reserved for issuance under the 2002 Directors Plan
by 150,000 shares. The 2002 Directors Plan, as amended and
restated effective June 21, 2005, is attached as Exhibit
10.2, and is hereby incorporated by reference into this
Item 1.01.
Item 8.01 Other Events
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On June 21, 2005, the company held its 2005 Annual Meeting
of Shareholders. The following actions were taken:
1. The shareholders reelected W. Robert Grafton, William S.
Kellogg, and Austin Ligon to the company's board of
directors, each for a three-year term expiring at the 2008
Annual Meeting of Shareholders pursuant to the following
vote:
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Shares With Votes
Director Shares Voted For Withheld
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W. Robert Grafton 93,960,190 456,866
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William S. Kellogg 93,994,932 422,124
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Austin Ligon 94,179,237 237,819
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2. The shareholders ratified the selection of KPMG LLP as
the company's independent auditors for fiscal year 2006 by
a vote of 94,245,894 shares for, 114,782 shares against,
and 56,380 shares of abstaining.
3. The shareholders voted to approve the amendment to the
2002 Plan, which increased the number of shares of common
stock authorized for issuance under the 2002 Plan, by a
vote of 57,496,745 shares for, 21,605,323 shares against,
and 304,108 shares abstaining. There were 15,010,880 broker
non-votes on this matter.
4. The shareholders voted to approve the amendment to the
2002 Directors Plan, which increased the number of shares
of common stock authorized for issuance under the 2002
Directors Plan, by a vote of 69,513,420 shares for,
9,568,049 shares against, and 324,707 shares abstaining.
There were 15,010,880 broker non-votes on this matter.
Item 9.01 Financial Statements and Exhibits
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(c)Exhibits The following exhibits are being furnished pursuant to Item
1.01 above.
Exhibit Number Description of Exhibit
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10.1 CarMax, Inc. Amended and Restated 2002 Stock
Incentive Plan, as amended and restated
effective June 21, 2005
10.2 CarMax, Inc. Amended and Restated 2002
Non-Employee Directors Stock Incentive Plan,
as amended and restated effective
June 21, 2005
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARMAX, INC.
By: /s/ Austin Ligon
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Austin Ligon
President
and Chief Executive Officer
Date: June 22, 2005
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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10.1 CarMax, Inc. Amended and Restated 2002 Stock
Incentive Plan, as amended and restated effective
June 21, 2005
10.2 CarMax, Inc. Amended and Restated 2002 Non-Employee
Directors Stock Incentive Plan, as amended and
restated effective June 21, 2005