Document


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 26, 2018
___________
 
CARMAX, INC.
(Exact name of registrant as specified in its charter)
 
Virginia 
(State or other jurisdiction
of incorporation)
1-31420
(Commission File Number)
54-1821055
(I.R.S. Employer
Identification No.)
 
 
 
12800 Tuckahoe Creek Parkway 
Richmond,  Virginia
(Address of principal executive offices)
23238
(Zip Code)
 
Registrant’s telephone number, including area code: (804) 747-0422
 
Not applicable
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2018, the CarMax, Inc. (the “Company”) Board of Directors (the “Board”) elected Edwin J. Hill executive vice president and chief operating officer of the Company, effective August 1, 2018. Mr. Hill is currently the Company’s executive vice president, strategy and business transformation and will continue in that position until his promotion is effective.

Mr. Hill, 58, joined CarMax in 1995 as director of service operations. In 2001, Mr. Hill was promoted to vice president of service operations, and, in 2010, he was promoted to senior vice president of service operations, a position he held until 2013, when he was promoted to senior vice president, strategy and business transformation.  In 2016, Mr. Hill was promoted to executive vice president, strategy and business transformation. Prior to joining CarMax, Mr. Hill was vice president of advanced programs at Reveo, Inc. and vice president of operations at Hypres.

There are no family relationships between Mr. Hill and any director or executive officer of the Company, and Mr. Hill has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with William C. Wood, Jr.’s previously announced retirement, on June 27, 2018, the Company and Mr. Wood entered into a Consulting Agreement (the “Agreement”), pursuant to which Mr. Wood will provide consulting services to the Company. The Agreement also extends the term of the non-solicitation and non-competition covenants in the Severance Agreement between Mr. Wood and the Company, dated January 3, 2017, by one additional year, now expiring three years from the effective date of his retirement. The term of the consulting arrangement shall commence on August 1, 2018 and shall end on July 31, 2019, unless earlier terminated in accordance with the terms of the Agreement. In consideration of Mr. Wood’s provision of services pursuant to the Agreement, the Company shall pay Mr. Wood $10,000 per month. The foregoing description of the Agreement is a summary thereof, and is qualified in its entirety by reference to the fully executed Agreement, which is attached as Exhibit 10.1 hereto, and is hereby incorporated by reference into this Item 5.02.

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

On June 26, 2018, the Company held its 2018 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 2019 Annual Meeting of Shareholders, pursuant to the vote set forth below.






Director
 
Votes For
 
Votes Against
 
Votes Abstaining
Peter J. Bensen
 
146,665,822
 
78,139
 
922,523
Ronald E. Blaylock
 
144,431,979
 
2,278,081
 
956,424
Sona Chawla
 
146,568,404
 
132,466
 
965,614
Thomas J. Folliard
 
146,148,371
 
598,043
 
920,070
Shira Goodman
 
146,129,069
 
618,481
 
918,934
Robert J. Hombach
 
146,661,964
 
80,531
 
923,989
David W. McCreight
 
146,663,028
 
79,688
 
923,768
William D. Nash
 
146,618,674
 
128,523
 
919,287
Marcella Shinder
 
146,639,115
 
63,305
 
964,064
Mitchell D. Steenrod
 
146,624,365
 
74,995
 
967,124
William R. Tiefel
 
144,202,908
 
2,540,932
 
922,644

There were 12,244,397 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 2019 pursuant to the vote set forth below.

Votes For
 
Votes Against
 
Votes Abstaining
157,983,761
 
1,871,257
 
55,863

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
141,757,425
 
4,153,720
 
1,755,339

There were 12,244,397 broker non-votes related to this vote.

4. The shareholders did not approve the shareholder proposal for a report on political contributions, pursuant to the vote set forth below.

Votes For
 
Votes Against
 
Votes Abstaining
42,613,168
 
103,447,858
 
1,605,458

There were 12,244,397 broker non-votes related to this vote.

Item 9.01.         Financial Statements and Exhibits.

(d)
Exhibits.





Exhibit Number
Description of Exhibit
 
 
Consulting Agreement, dated as of June 27, 2018, between CarMax, Inc. and William C. Wood, Jr.






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.
(Registrant)
 
 
Dated: June 29, 2018
By: /s/ Eric M. Margolin
 
Eric M. Margolin
Executive Vice President, General Counsel
and Corporate Secretary