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): October 6, 2005
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CARMAX, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-31420 54-1821055
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
4900 Cox Road
Glen Allen, Virginia 23060
(Address of principal executive offices) (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:
|_| 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On October 6, 2005, Austin Ligon, President and Chief Executive Officer
of the CarMax, Inc. (the "Registrant"), notified the Board of Directors of the
Registrant that he intends to retire from those positions following the
appointment and election of his successor. Mr. Ligon also notified the Board of
Directors that he will resign as a director at the same time. Mr. Ligon's
retirement is based solely upon personal reasons and is not the result of any
dispute or disagreement with the Registrant.
Following Mr. Ligon's notification, the Board of Directors established an
ad hoc executive search committee to conduct the search for his successor.
The Registrant issued a press release that announced these events on
October 6, 2005. A copy of the press release is attached as Exhibit 99.1 to this
report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated October 6, 2005.
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: October 6, 2005 By: /s/ Keith D. Browning
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Keith D. Browning
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated October 6, 2005.