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): October 30, 2015
___________

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

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:

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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of CarMax approved an amendment to Section 2.2 of the Company’s Bylaws as amended and restated (the “Bylaws”), effective October 30, 2015. The amendment decreased the number of directors serving on the Board from twelve (12) to eleven (11).

Item 9.01.             Financial Statements and Exhibits.
(d)
Exhibits.        
Exhibit
Number
Description of Exhibit
3.1
CarMax, Inc. Bylaws, as amended and restated October 30, 2015






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: November 4, 2015
By: /s/ Eric M. Margolin
 
      Senior Vice President,
 
      General Counsel and Corporate Secretary
 
 





INDEX TO EXHIBITS

Exhibit
Number
Exhibit
3.1
CarMax, Inc. Bylaws, as amended and restated October 30, 2015