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): November 1, 2004
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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 5.03 Amendments to Articles of Incorporation or Bylaws;
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Change in Fiscal Year.
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On November 1, 2004, the Board of Directors of CarMax,Inc.
("the Company") approved certain amendments to Article III of
the Company's Amended and Restated Bylaws (the "Bylaws"). The
full text of the Bylaws, as amended and restated November 1,
2004, is attached as Exhibit 3.1 to this report and is
incorporated by reference into this Item 5.03.
The revised Bylaws reassign certain responsibilities related
to executive succession planning from the Compensation and
Personnel Committee to the Nominating and Governance
Committee. As part of these responsibilities, the revised
Bylaws provide that the Nominating and Personnel Committee
will review candidates for senior management positions and
develop recruitment plans for such positions. The revised
Bylaws also assign new duties to the Compensation and
Personnel Committee regarding CEO compensation. In
particular, the Compensation and Personnel Committee will set
certain goals and objectives relevant to CEO compensation,
evaluate the CEO's performance in light of such goals and
objectives and set the CEO's compensation level based on such
evaluation.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits The following exhibit is being furnished pursuant to
Item 5.03 above.
3.1 CarMax, Inc. Bylaws, as amended and restated
November 1, 2004, filed herewith.
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/ Keith D. Browning
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Keith D. Browning
Executive Vice President
and Chief Financial Officer
Date: November 5, 2004
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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3.1 CarMax, Inc. Bylaws, as amended and restated November 1, 2004,
filed herewith.