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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CarMax Group | NYSE:KMX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.37 | 0.53% | 69.59 | 70.21 | 69.05 | 69.07 | 2,625,796 | 01:00:00 |
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Virginia
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54-1821055
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12800 Tuckahoe Creek Parkway
Richmond, Virginia
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23238
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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CarMax, Inc. 2002 Stock Incentive Plan
Common Stock (par value $0.50 per share)
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4,150,000
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$82.985
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$344,387,750
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$41,739.80
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(1)
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The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant.
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(2)
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Estimated solely for the purposes of calculating the registration fee as contemplated by Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as amended, and based on the average of the high ($84.81) and low ($81.16) per share sales prices of CarMax, Inc. Common Stock reported on the New York Stock Exchange on June 24, 2019.
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Item 3.
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Incorporation of Documents by Reference.
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(1)
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(2)
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the portions of the
Registrant’s definitive Proxy Statement, filed on May 6, 2019
, for the Annual Meeting of Shareholders held on June 25, 2019 that have been incorporated by reference into the Form 10-K for the fiscal year ended February 28, 2019;
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(3)
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the Registrant’s Current Report on Form 8-K, filed on
June 11, 2019
and
June 26, 2019
; and
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(4)
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the description of the Registrant’s common stock contained in the
Registration Statement on Form 8-A filed on August 7, 2002
, under Section 12(b) of the Exchange Act.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 7.
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Indemnification of Directors and Officers.
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Item 8.
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Exhibits.
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CarMax, Inc. Amended and Restated Articles of Incorporation, effective June 24, 2013, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed June 28, 2013 (File No. 1-31420), is incorporated by this reference.
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CarMax, Inc. Bylaws, as amended and restated September 1, 2016, filed as Exhibit 3.1 to CarMax’s Current Report on Form 8-K, filed September 1, 2016 (File No. 1-31420), is incorporated by this reference.
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Opinion of Troutman Sanders LLP.*
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CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 25, 2019, filed as Exhibit 10.1 to CarMax's Current Report on Form 8-K, filed on June 26, 2019 (File No. 1-31420), is incorporated by this reference.
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Consent of Troutman Sanders LLP (included in Exhibit 5.1). *
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Consent of KPMG LLP.*
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Powers of Attorney.*
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*
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Filed herewith.
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CARMAX, INC.
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By:
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/s/ William D. Nash
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William D. Nash
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ William D. Nash
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President, Chief Executive Officer and Director
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June 27, 2019
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William D. Nash
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/s/ Thomas W. Reedy
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Executive Vice President and Chief Financial Officer
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June 27, 2019
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Thomas W. Reedy
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/s/ Jill A. Livesay
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Vice President and Chief Accounting Officer
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June 27, 2019
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Jill A. Livesay
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Signature
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Title
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Date
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*
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Director
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June 27, 2019
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Peter J. Bensen
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*
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Director
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June 27, 2019
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Ronald E. Blaylock
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*
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Director
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June 27, 2019
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Sona Chawla
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*
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Director
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June 27, 2019
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Thomas J. Folliard
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*
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Director
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June 27, 2019
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Shira Goodman
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*
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Director
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June 27, 2019
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Robert J. Hombach
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*
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Director
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June 27, 2019
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David W. McCreight
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*
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Director
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June 27, 2019
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Pietro Satriano
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*
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Director
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June 27, 2019
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Marcella Shinder
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*
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Director
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June 27, 2019
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Mitchell D. Steenrod
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*
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Thomas W. Reedy, by signing his name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission as part of this Registration Statement.
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Date: June 27, 2019
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/s/ Thomas W. Reedy
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Thomas W. Reedy
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Attorney-in-Fact
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