false0001170010
0001170010
2020-06-23
2020-06-23
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
June 23, 2020
Date of Report (date of earliest event reported)
CARMAX, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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1-31420
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54-1821055
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12800 Tuckahoe Creek Parkway
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23238
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Richmond,
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Virginia
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(Address of Principal Executive Offices)
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(Zip Code)
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(804) 747-0422
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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KMX
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New York Stock Exchange
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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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 23, 2020, at the CarMax, Inc. (the “Company”) 2020 Annual Meeting of Shareholders, the Company's shareholders, upon recommendation of the Board of Directors (the “Board”), approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"). The Stock Incentive Plan authorizes the Company to provide equity awards to its employees and non-employee directors. The approved amendments: (a) increase the number of shares of the Company's common stock reserved for issuance under the Stock Incentive Plan by 1,500,000 shares, and (b) extend the termination date of the Stock Incentive Plan from June 25, 2029 to June 23, 2030.
The Stock Incentive Plan is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02. The foregoing description of the Stock Incentive Plan is qualified in its entirety by reference to the attached Exhibit.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 23, 2020 the Company held its 2020 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 2021 Annual Meeting of Shareholders, pursuant to the vote set forth below.
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Director
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Votes For
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Votes Against
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Votes Abstaining
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Peter J. Bensen
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136,371,591
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316,870
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815,235
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Ronald E. Blaylock
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133,669,473
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3,023,207
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811,016
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Sona Chawla
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136,403,401
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293,659
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806,636
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Thomas J. Folliard
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135,863,105
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828,200
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812,391
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Shira Goodman
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129,438,213
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7,241,941
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823,542
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Robert J. Hombach
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136,345,374
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341,902
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816,420
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David W. McCreight
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136,417,179
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270,400
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816,117
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William D. Nash
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136,459,585
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230,885
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813,226
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Mark F. O'Neil
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136,457,657
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232,976
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813,063
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Pietro Satriano
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135,573,949
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1,114,781
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814,966
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Marcella Shinder
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135,616,874
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1,048,519
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838,303
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Mitchell D. Steenrod
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136,317,293
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374,383
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812,020
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There were 10,338,271 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 2021 pursuant to the vote set forth below.
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Votes For
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Votes Against
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Votes Abstaining
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143,565,080
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4,192,227
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84,660
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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.
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Votes For
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Votes Against
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Votes Abstaining
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130,437,827
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5,503,322
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1,562,547
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There were 10,338,271 broker non-votes related to this vote.
4. The shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, pursuant to the vote set forth below.
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Votes For
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Votes Against
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Votes Abstaining
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132,034,928
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4,586,870
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881,898
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There were 10,338,271 broker non-votes related to this vote.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number
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Description of Exhibit
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CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 23, 2020.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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.
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CARMAX, INC.
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(Registrant)
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Dated: June 24, 2020
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By: /s/ Eric M. Margolin
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Eric M. Margolin
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Executive Vice President,
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General Counsel and Corporate Secretary
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