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Virginia
(State
or other jurisdiction
of
incorporation)
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1-31420
(Commission
File Number)
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54-1821055
(I.R.S.
Employer
Identification
No.)
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|
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12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23238
(Zip
Code)
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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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CarMax,
Inc. Annual Performance-Based Bonus Plan, as amended and
restated
On
June 26, 2007, at the 2007 Annual Meeting of Shareholders of CarMax,
Inc.
(the “Company”), the Company’s shareholders, upon the recommendation of
the Company’s Board of Directors (the “Board”), approved the CarMax, Inc.
Annual Performance-Based Bonus Plan, as amended and restated (the
“Bonus
Plan”). The Bonus Plan is a performance-based incentive bonus
plan under which our executive officers are eligible to receive bonus
payments when certain performance objectives are satisfied. The Bonus
Plan
is intended to provide an incentive for superior work, to motivate
covered
executives toward even higher achievement, to align their goals and
interests with those of our shareholders and to enable us to attract
and
retain a highly qualified management team. Shareholder approval
of the Bonus Plan preserved the Company’s federal income tax
deduction under Section 162(m) of the Internal Revenue Code for
performance awards made under the Bonus Plan. Additionally,
shareholders approved a more expansive definition of the term “Performance
Criteria,” which will provide greater flexibility to the Company’s
Compensation and Personnel Committee (the “Committee”) in selecting the
relevant performance criteria used to evaluate and compensate Bonus
Plan
participants.
The
description of the amendments to the Bonus Plan herein is a summary
of the
amendments and does not purport to be complete, and is qualified
in its
entirety by reference to the Bonus Plan, which is filed herewith
as
Exhibit 10.1 and is hereby incorporated by reference into this Item
5.02.
Benefit
Restoration Plan, as amended and restated
On
June 25, 2007, the Committee recommended and the Board approved the
CarMax, Inc. Benefit Restoration Plan, as amended and restated effective
as of January 1, 2008 (the “BRP”). The purpose of the BRP is to
provide deferred compensation for certain key employees of the Company
who
are expected to contribute significantly to the growth of the
Company. The amendments (the “409A Amendments”) were made in
response to the adoption of Section 409A of the Internal Revenue
Code of
1986, as amended (the “Code”). Specifically, the 409A
Amendments: (i) require that certain benefit payments made to BRP
participants be delayed for six months; (ii) require that BRP participants
make an affirmative election as to the form of their respective benefits
in 2007 or within the first 30 days of the plan year following the
year
that the individual becomes a plan participant; (iii) remove the
Company’s
discretionary right to make certain benefit payments in a lump sum
form;
and (iv) “grandfather” benefits earned and vested prior to January 1,
2005, which benefits are not subject to Code Section 409A.
The
description of the amendments to the BRP herein is a summary of the
amendments and does not purport to be complete, and is qualified
in its
entirety by reference to the BRP, which is filed herewith as Exhibit
10.2
and is hereby incorporated by reference into this Item
5.02.
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
June 25, 2007, the Board approved an amendment, effective June 26,
2007, to Section 2.2 of the Company’s Amended and Restated
Bylaws (the “Bylaws”). The amendment decreases the number of directors
serving on the Board from thirteen (13) to twelve (12). The
full text of the Bylaws, as amended and restated June 26, 2007, is
attached hereto as Exhibit 3.1 and is incorporated by reference herein
into this Item 5.03.
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Item
8.01.
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Other
Events.
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On
June 26, 2007, the Company held its 2007 Annual Meeting of Shareholders.
The following actions were taken:
1. The
shareholders re-elected Keith D. Browning, James F. Clingman, Jr.,
Hugh G.
Robinson and Thomas G. Stemberg to the Board, each for a three-year
term
expiring at the 2010 Annual Meeting of Shareholders pursuant to the
vote
set forth below. In addition, the shareholders elected
first-time nominees Thomas J. Folliard and Edgar H. Grubb to the
Board,
each for a one-year term expiring at the 2008 Annual Meeting of
Shareholders pursuant to the vote set forth
below.
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Director
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Shares
Voted For
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Shares
with Votes Withheld
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Keith
D. Browning
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188,289,037
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6,125,718
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James
F. Clingman, Jr.
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192,774,208
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1,640,547
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Hugh
G. Robinson
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193,758,399
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656,356
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Thomas
G. Stemberg
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192,784,927
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1,629,828
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Thomas
J. Folliard
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193,797,042
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617,713
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Edgar
H. Grubb
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193,794,504
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620,251
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2. The
shareholders ratified the selection of KPMG LLP as the Company’s
independent auditors for fiscal year 2008 by a vote of 193,406,172
shares
for, 882,544 shares against, and 126,039 shares abstaining.
3. The
shareholders voted to approve the Bonus Plan by a vote of 161,870,952
shares for, 2,348,226 shares against, and 738,258 shares abstaining.
There
were 29,457,319 broker non-votes on this matter.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
of Exhibit
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3.1
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CarMax,
Inc. Bylaws, as amended and restated June 26, 2007
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10.1
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CarMax,
Inc. Annual Performance-Based Bonus Plan, as amended and restated
June 26,
2007
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10.2
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CarMax,
Inc. Benefit Restoration Plan, as amended and restated effective
as of
January 1, 2008
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CARMAX,
INC.
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(Registrant)
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By: /s/
Keith D. Browning
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Keith
D. Browning
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Executive
Vice President
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Dated: June
29, 2007
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and
Chief Financial Officer
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Exhibit
Number
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Exhibit
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3.1
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CarMax,
Inc. Bylaws, as amended and restated June 26, 2007
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10.1
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CarMax,
Inc. Annual Performance-Based Bonus Plan, as amended and restated
June 26,
2007
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10.2
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CarMax,
Inc. Benefit Restoration Plan, as amended and restated effective
as of
January 1, 2008
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