CARMAX INC — Board/Management Information 2010

Apr 22, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): April 19, 2010

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CARMAX, INC.

(Exact name of registrant as specified in its charter)

| Virginia (State
or other jurisdiction of
incorporation) | |
| --- | --- |
| 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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; Change in Fiscal Year. | |
| --- | --- | --- |
| | On
April 19, 2010, the CarMax, Inc. (the “Company”) board of directors (the
“Board”) approved an amendment to Section 2.2 of the Company’s Amended and
Restated Bylaws (the “Bylaws”). The amendment decreased the number of
directors serving on the Board from thirteen (13) to eleven (11),
effective as of June 28, 2010. The full text of the Bylaws, as
amended and restated June 28, 2010, is attached hereto as Exhibit 3.1 and
is incorporated by reference herein into this Item
5.03. | |
| Item
9.01. | Financial
Statements and Exhibits. | |
| (d) Exhibits. | | |
| | Exhibit
Number | Description
of Exhibit |
| | 3.1 | CarMax,
Inc. Bylaws, as amended and restated June 28, 2010 |

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:
April 20, 2010 | By: | /s/ Eric M. Margolin |
| | | Eric
M. Margolin |
| | | Senior
Vice President, |
| | | General
Counsel and Corporate Secretary |

INDEX TO EXHIBITS

Exhibit Number	Exhibit
3.1	CarMax,
Inc. Bylaws, as amended and restated June 28, 2010