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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 | |
---|---|---|---|---|---|---|---|---|
0.87 | 1.28% | 68.91 | 70.34 | 68.65 | 69.43 | 840,040 | 18:22:12 |
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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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|
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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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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth 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)
|
Amount of
registration fee
|
CarMax, Inc. 2002 Stock Incentive Plan
Common Stock (par value $0.50 per share)
|
1,500,000
|
$93.250
|
$139,875,000
|
$18,155.78
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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.
|
(2)
|
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 ($94.79) and low ($91.71) per share sales prices of CarMax, Inc. Common Stock reported on the New York Stock Exchange on June 22, 2020.
|
Item 3.
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Incorporation of Documents by Reference.
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(1)
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(2)
|
the portions of the Registrant’s definitive Proxy Statement, filed on May 8, 2020, for the Annual Meeting of Shareholders held on June 23, 2020 that have been incorporated by reference into the Form 10-K for the fiscal year ended February 29, 2020;
|
(3)
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the Registrant’s Current Report on Form 8-K, filed on May 1, 2020 and June 25, 2020; and
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(4)
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the description of the Registrant’s common stock contained in Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended February 29, 2020, including any subsequent amendment or any report subsequently filed for the purpose of updating such description.
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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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||
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CarMax, Inc. Bylaws, as amended and restated April 28, 2020, filed as Exhibit 3.1 to CarMax’s Current Report on Form 8-K, filed May 1, 2020 (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 23, 2020, filed as Exhibit 10.1 to CarMax's Current Report on Form 8-K, filed on June 25, 2020 (File No. 1-31420), is incorporated by this reference.
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||
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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 25, 2020
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William D. Nash
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||
/s/ Enrique N. Mayor-Mora
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Senior Vice President and Chief Financial Officer
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June 25, 2020
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Enrique N. Mayor-Mora
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/s/ Jill A. Livesay
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Vice President and Chief Accounting Officer
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June 25, 2020
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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 25, 2020
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Peter J. Bensen
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*
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Director
|
|
June 25, 2020
|
Ronald E. Blaylock
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*
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Director
|
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June 25, 2020
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Sona Chawla
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*
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Director
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June 25, 2020
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Thomas J. Folliard
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*
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Director
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June 25, 2020
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Shira Goodman
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*
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Director
|
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June 25, 2020
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Robert J. Hombach
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*
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Director
|
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June 25, 2020
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David W. McCreight
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*
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Director
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June 25, 2020
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Mark F. O'Neil
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*
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Director
|
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June 25, 2020
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Pietro Satriano
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*
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Director
|
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June 25, 2020
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Marcella Shinder
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*
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Director
|
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June 25, 2020
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Mitchell D. Steenrod
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*
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Enrique N. Mayor-Mora, 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 25, 2020
|
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/s/ Enrique N. Mayor-Mora
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Enrique N. Mayor-Mora
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Attorney-in-Fact
|
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