CarMax Reports Director, Officer, and Fiscal Changes

TL;DR

CarMax filed an 8-K on Jan 31, 2025, detailing leadership changes and potential fiscal year adjustments.

AI Summary

CarMax, Inc. filed an 8-K on January 31, 2025, reporting events that occurred on January 28, 2025. The filing indicates changes related to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also notes amendments to articles of incorporation or bylaws and a change in fiscal year, along with financial statements and exhibits.

Why It Matters

This filing signals potential shifts in CarMax's leadership and corporate structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and corporate structure can introduce uncertainty and signal strategic shifts that may affect the company's performance.

Key Numbers

• 20250128 — Date of Earliest Event Reported (Indicates the date of the primary events triggering the 8-K filing.)
• 20250131 — Date of Report (The date the 8-K filing was officially submitted to the SEC.)

Key Players & Entities

• CARMAX, INC. (company) — Registrant
• Virginia (jurisdiction) — State of incorporation
• 12800 Tuckahoe Creek Parkway (address) — Principal Executive Offices
• Richmond, Virginia (location) — Principal Executive Offices City and State
• 23238 (zip_code) — Principal Executive Offices Zip Code
• ( 804 ) 747-0422 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• kmx-20250128.htm (8-K) — 28KB
• ex31carmaxincbylawsasamend.htm (EX-3.1) — 210KB
• image_0.jpg (GRAPHIC) — 2KB
• 0001170010-25-000020.txt ( ) — 445KB
• kmx-20250128.xsd (EX-101.SCH) — 2KB
• kmx-20250128_def.xml (EX-101.DEF) — 17KB
• kmx-20250128_lab.xml (EX-101.LAB) — 29KB
• kmx-20250128_pre.xml (EX-101.PRE) — 17KB
• kmx-20250128_htm.xml (XML) — 3KB

02

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.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01. Financial Statements and Exhibits

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

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