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
Date of Report (Date of earliest event reported): January 18, 2005
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CARMAX, INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-31420 54-1821055
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
4900 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-747-0422
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N/A
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(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:
[ ] 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
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Change in Fiscal Year.
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On January 18, 2005, the Board of Directors of CarMax, Inc.
("the Company") approved an amendment to the final sentence
of Section 1.8 of the Company's Amended and Restated Bylaws
("the Bylaws"). The full text of the Bylaws, as amended and
restated January 18, 2005, is attached as Exhibit 3.1 to this
report and is incorporated by reference into this Item 5.03.
The revised Bylaws now allow either the chairman of a meeting
of the Company's shareholders or a majority of the shares
represented at a meeting of the Company's shareholders to
adjourn the meeting.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits The following exhibit is being furnished pursuant to
Item 5.03 above.
3.1 CarMax, Inc. Bylaws, as amended and restated
January 18, 2005, filed herewith.
Signature
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.
By: /s/ Keith D. Browning
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Keith D. Browning
Executive Vice President
and Chief Financial Officer
Date: January 21, 2005
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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3.1 CarMax, Inc. Bylaws, as amended and restated January 18, 2005,
filed herewith.