Current Report Filing (8-k)
November 18 2022 - 04:16PM
Edgar (US Regulatory)
0001170010false00011700102022-11-142022-11-14
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
November 14, 2022
Date of Report (date of earliest event reported)
CARMAX, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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1-31420 |
54-1821055
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12800 Tuckahoe Creek Parkway
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23238
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Richmond,
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Virginia
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(Address of Principal Executive Offices)
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(Zip Code)
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(804) 747-0422
Registrant's telephone number, including area code
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 (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
KMX |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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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. |
On November 14, 2022, the CarMax, Inc. (the “Company”) Board of
Directors (the “Board”) appointed Charles Joseph Wilson as
Executive Vice President and Chief Operating Officer of the
Company, effective immediately.
Mr. Wilson, 49, joined CarMax in 1995 as a buyer-in-training at the
Raleigh, North Carolina store, where he was subsequently promoted
to buyer and then senior buyer. Mr. Wilson later served as
purchasing manager at two CarMax stores in southern Florida before
being promoted to regional vice president of merchandising. He was
promoted to assistant vice president, auction services and
merchandising development in 2008, vice president, auction services
and merchandising development in 2013, and then vice president,
merchandising operations in 2016. In 2017, Mr. Wilson was promoted
to senior vice president, store strategy and logistics. There are
no family relationships between Mr. Wilson and any director or
executive officer of the Company, and Mr. Wilson has no direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
As Executive Vice President and Chief Operating Officer, Mr. Wilson
will receive an annual base salary of $625,000 and his annual bonus
target under CarMax’s Annual Performance-Based Bonus Plan will be
85% of his annual base salary. In addition, pursuant to the terms
of the CarMax, Inc. 2002 Stock Incentive Plan, as amended and
restated, the Compensation and Personnel Committee of the Board
approved a grant to Mr. Wilson of options to purchase CarMax common
stock with an aggregate grant date fair value of $63,252 and market
stock units with an aggregate grant date fair value of $21,084. The
terms of Mr. Wilson’s employment with the Company will continue to
be governed by his Severance Agreement with the Company, the terms
of which are consistent with the terms in the severance agreements
between the Company and its other executive vice
presidents.
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.
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CARMAX, INC. |
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(Registrant) |
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Dated: November 18, 2022 |
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By: /s/ Enrique N. Mayor-Mora |
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Enrique N. Mayor-Mora |
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Executive Vice President and |
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Chief Financial Officer |
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