CarMax Inc filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$KMX
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
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
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(804 ) 747-0422
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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 | |||||||
| 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 | ||||||||