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): April 18, 2005
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CARMAX, INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-31420 54-1821055
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
4900 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-747-0422
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N/A
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(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 1.01 Entry into a Material Definitive Agreement
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On April 18, 2005, the Compensation and Personnel Committee
(the "Committee") of the Board of Directors of CarMax, Inc.
(the "Company") established pre-tax net income goals for fiscal
year 2006 under the Company's Annual Performance Based Bonus
Plan (the "Bonus Plan"). The Company maintains the Bonus
Plan for its employees, including its named executive officers.
Under the Bonus Plan, the Committee fixes pre-tax net income
goals for the Company for each fiscal year. Participants receive
a predetermined percentage of their base pay as an annual
cash bonus depending upon the pre-tax net income level achieved
by the Company.
On April 18, 2005, the Committee also authorized the payment
by the Company of annual cash bonus awards for fiscal year 2005
to the Company's named executive officers under the Bonus Plan.
These annual cash bonus awards were earned under the Bonus Plan
based upon the achievement of certain fiscal year 2005 pre-tax
net income levels, which were previously established by the
Committee. However, because the Company failed to fully meet
its pre-tax earnings goals for the year, the named executive
officers earned and received only a portion of their target
bonuses. The annual cash bonus awards for fiscal year 2005 for
the Company's named executive officers are set forth in the
table below.
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Name and Position 2005 Annual Cash
Bonus
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Austin Ligon, President and Chief $412,500
Executive Officer
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Thomas J. Folliard, Executive Vice $163,350
President, Store Operations
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Keith D. Browning, Executive Vice $163,350
President and Chief Financial Officer
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Michael K. Dolan, Senior Vice $96,800
President and Chief Information
Officer
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Joseph S. Kunkel, Senior Vice $96,800
President, Marketing and Strategy
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A copy of the Bonus Plan was filed as Exhibit 10.9 to the
Company's Registration Statement on Form S-4/A filed
May 14, 2002 (File No. 333-85240) and is incorporated herein by
this reference.
Signature
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.
By: /s/ Keith D. Browning
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Keith D. Browning
Executive Vice President
and Chief Financial Officer
Date: April 21, 2005