Form 8-K CARMAX INC For: Jan 28

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January 31, 2025 4:16 PM EST

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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

January 28, 2025

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)


Virginia		1-31420	54-1821055
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway			23238
Richmond,	Virginia
(Address of Principal Executive Offices)			(Zip Code)

(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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New York Stock Exchange

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 January 28, 2025, Ronald E. Blaylock, a member of the board of directors (the “Board”) of CarMax, Inc. (the “Company”), informed the Company that he would not stand for reelection as a member of the Board at the Company’s 2025 annual meeting of shareholders. Mr. Blaylock’s decision not to stand for reelection to the Company’s Board was not a result of any disagreement with the Company.
Item 5.03.			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
			On January 28, 2025, the Board amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective immediately, to enable shareholders of record who own at least 20% of the Company’s common stock to call a special meeting of shareholders, subject to certain notice, information and other requirements set forth in the Amended Bylaws.
			The Amended Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws.
Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits

3.1			CarMax, Inc. Bylaws, as Amended and Restated
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


						CARMAX, INC.
						(Registrant)


Dated: January 31, 2025						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary