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Virginia
(State
or other jurisdiction
of
incorporation)
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1-31420
(Commission
File Number)
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54-1821055
(I.R.S.
Employer
Identification
No.)
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12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23238
(Zip
Code)
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase
Plan
On
June 20, 2006, at the 2006 Annual Meeting of Shareholders of CarMax,
Inc.
(the “Company”), the Company’s shareholders, upon recommendation of the
Board of Directors (the “Board”), approved two amendments to the CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase Plan (the
“ESPP”).
The first amendment extended eligibility for participation in the
ESPP to
all employees of the Company. The second amendment increased the
number of
shares of Company common stock reserved for issuance under the
ESPP from
1,000,000 shares to 2,000,000 shares. The ESPP, as amended and
restated
effective July 1, 2006, is attached as Exhibit 10.1, and is hereby
incorporated by reference into this Item 1.01.
Fiscal
Year 2007 Non-Management Director Compensation
On
June 19, 2006, each of the Board and the Compensation and Personnel
Committee of the Board reviewed the Company’s compensation practices
related to the Board’s non-management directors (the “Directors”). The
Board approved the following compensation package for Directors
for fiscal
year 2007, effective March 1, 2006.
The
annual retainer for service as a Director shall be $50,000 and
Directors
shall be paid $1,500 for each Board meeting attended. The annual
retainer
for Chairpersons of the Compensation and Personnel Committee and
the
Nominating and Governance Committee shall be $10,000 and the annual
retainer for the Chairperson of the Audit Committee shall be $15,000.
Directors serving on the Audit, Compensation and Personnel, and
Nominating
and Governance Committees shall be paid $1,500 for each committee
meeting
attended.
Directors
shall receive an annual equity award valued at $80,000, comprised
of a
grant of Company common stock valued at $30,000 (the “Stock Grant”) and a
grant of non-qualified options to purchase shares of Company common
stock
valued at $50,000 (as valued using the Black-Scholes option-pricing
model)
(the “Option Grant”). Each of the Stock Grant and the Option Grant shall
be made pursuant to the terms of the CarMax, Inc. 2002 Non-Employee
Directors Stock Incentive Plan, as amended and restated (the “Plan”). The
Stock Grant shall be fully vested at the time of grant. The Option
Grant
shall vest with respect to one-third of the options on each of
the first
three anniversaries of the date of grant and will expire seven
years from
the date of grant. The options granted pursuant to the Option Grant
shall
have an exercise price equal to the fair market value of the Company
common stock on the date of grant as determined under the terms
of the
Plan.
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Accordingly,
on June 21, 2006, the Directors were granted an annual equity award
valued
at $80,000, in the form of 860 shares of Company common stock and
non-qualified stock options to purchase 3,402 shares of Company
common
stock. The per share grant price of the Company common stock and
the per
share exercise price of the non-qualified options to purchase shares
of
Company common stock is $34.88 per share, which was the fair market
value
of the Company’s common stock on June 21,
2006.
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Item
8.01.
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Other
Events.
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On
June 20, 2006, the Company held its 2006 Annual Meeting of Shareholders.
The following actions were taken:
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1. The
shareholders reelected Jeffrey E. Garten, Beth A. Stewart and
William R.
Tiefel and elected first-time nominee Vivian M. Stephenson to
the
Company’s board of directors, each for a three-year term expiring at
the
2009 Annual Meeting of Shareholders pursuant to the following
vote:
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Director
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Shares
Voted For
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Shares
with Votes Withheld
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Jeffrey
E. Garten
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95,948,262
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175,757
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Beth
A. Stewart
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95,954,280
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169,739
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William
R. Tiefel
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95,112,561
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1,011,458
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Vivian
M. Stephenson
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95,946,136
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177,883
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2. The
shareholders ratified the selection of KPMG LLP as the Company’s
independent auditors for fiscal year 2007 by a vote of 95,580,258
shares
for, 392,370 shares against, and 151,391 shares
abstaining.
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3.
The
shareholders voted to approve the two amendments to the ESPP
by a vote of
76,888,646 shares for, 2,514,068 shares against, and 312,270
shares
abstaining. There were 16,409,035 broker non-votes on this
matter.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
of Exhibit
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10.1
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CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase Plan, as
amended
and restated July 1, 2006
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CARMAX,
INC.
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(Registrant)
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Dated:
June 22, 2006
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By:
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/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
Number
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Exhibit
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10.1
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CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase Plan, as
amended
and restated July 1, 2006
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