Form 8-K
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): May
23, 2006
___________
CARMAX,
INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-31420
(Commission
File Number)
|
54-1821055
(I.R.S.
Employer
Identification
No.)
|
| |
|
|
|
12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
|
23238
(Zip
Code)
|
Registrant’s
telephone number, including area code: (804)
747-0422
N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May
23, 2006, the Board of Directors (the “Board”) of CarMax, Inc. (“CarMax”)
appointed Thomas J. Folliard as President and Chief Executive Officer of CarMax,
effective June 21, 2006, succeeding Austin Ligon. The information with respect
to Mr. Folliard’s compensation provided under Item 5.02 below is incorporated
herein by reference.
Also
on
May 23, 2006, the Board determined that Mr. Ligon would continue to serve as
the
President and Chief Executive Officer of CarMax until June 20, 2006. The
information with respect to Mr. Ligon’s compensation provided under Item 5.02
below is incorporated herein by this reference.
ITEM
1.02. TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT.
On
May
24, 2006 and pursuant to the terms of his employment agreement with CarMax
dated
as of August 1, 2004, Mr. Ligon provided written notice to CarMax of his
intention to retire as President, Chief Executive Officer and Director effective
June 20, 2006, and as an employee of CarMax effective August 21, 2006. Mr.
Ligon’s employment agreement will terminate upon his retirement, effective
August 21, 2006. The form of Mr. Ligon’s employment agreement is filed as
Exhibit 10.1 to CarMax’s Quarterly Report on Form 10-Q, filed October 12, 2004
(File No. 1-31420) and is incorporated herein by this reference.
ITEM
5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
On
May
23, 2006, the Board appointed Thomas J. Folliard as President and Chief
Executive Officer of CarMax, effective June 21, 2006. Mr. Folliard will succeed
Austin Ligon, who will continue to serve as the President and Chief Executive
Officer until June 20, 2006. The Board also elected Mr. Folliard as a director,
effective June 21, 2006, at which time he will replace Mr. Ligon as a member
of
the Board. Mr. Folliard is expected to be appointed to the Executive Committee
of the Board upon becoming a director.
Mr.
Folliard, age 41, joined CarMax in 1993 as senior buyer and became director
of
purchasing in 1994. Mr. Folliard was promoted to vice president of merchandising
in 1996, senior vice president of store operations in July 2000, and executive
vice president of store operations in April 2001. He is responsible for the
design and development of the unique CarMax purchasing process, the
buyer-in-training program, and the in-store wholesale auction
system.
The
terms
of Mr. Folliard’s employment with CarMax will continue to be governed by his
executive employment agreement dated as of August 1, 2004. Effective June 21,
2006, Mr. Folliard will receive an annual base salary of $700,000 and his annual
bonus target under CarMax’s Annual Performance-Based Bonus Plan (the “Bonus
Plan”) will be 100% of his annual base salary. The form of Mr. Folliard’s
executive employment agreement is filed as Exhibit 10.1 to CarMax’s Quarterly
Report on Form 10-Q, filed October 12, 2004 (File No. 1-31420) and is
incorporated herein by this reference. CarMax anticipates that Mr. Folliard
will
enter into a revised employment agreement on or about June 21, 2006, a copy
of
which will be filed with the Securities and Exchange Commission as
required.
Additionally,
pursuant to the terms of the CarMax, Inc. 2002 Stock Incentive Plan, as amended
and restated, effective May 23, 2006, CarMax granted Mr. Folliard options to
purchase 100,000 shares of CarMax common stock at an exercise price of $32.67,
which was the fair market value of CarMax common stock on the date of grant.
The
options shall vest 25% annually on each of the first four anniversaries of
the
date of grant.
Mr.
Ligon
will continue to receive his current annual base salary and be eligible to
receive his fiscal year 2007 bonus pursuant to the Bonus Plan through the
remainder of his employment with CarMax.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release, dated May 24, 2006, issued by CarMax, Inc., entitled “CarMax
Names Thomas J. Folliard President, CEO, and Member of the
Board”
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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:
May 25, 2006
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By: /s/
Keith D. Browning
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Keith
D. Browning
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| |
Executive
Vice President
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| |
and
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
|
Description
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| |
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99.1
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Press
Release, dated May 24, 2006, issued by CarMax, Inc., entitled “CarMax
Names Thomas J. Folliard President, CEO, and Member of the
Board”
|