CARMAX, INC. (NYSE:KMX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CARMAX, INC. (NYSE:KMX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 26, 2017, at the CarMax, Inc. (the Company) 2017 Annual
Meeting of Shareholders, the Companys shareholders, upon the
recommendation of the Company’s Board of Directors (the Board),
approved the CarMax, Inc. Annual Performance-Based Bonus Plan, as
amended and restated (the Bonus Plan). The Bonus Plan is an
incentive bonus plan under which our executive officers are
eligible to receive bonus payments when certain performance
objectives are satisfied. The amendments added additional
performance metrics to those available under the Bonus Plan. The
shareholder approval also preserved the Company’s federal income
tax deduction under Section 162(m) of the Internal Revenue Code
for performance awards made under the Bonus Plan.
A copy of the Bonus Plan, as amended and restated effective June
26, 2017, is attached hereto as Exhibit 10.1 and is incorporated
by reference into this Item 5.02. The foregoing description of
amendments to the Bonus Plan is qualified in its entirety by
reference to Exhibit 10.1.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 26, 2017, the Company held its 2017 Annual Meeting of
Shareholders. The following actions were taken:
1. The shareholders re-elected the following directors to the
Board, each for a one-year term expiring at the 2018 Annual
Meeting of Shareholders, to the vote set forth below.
Director
Votes For
Votes Against
Votes Abstaining
Ronald E. Blaylock
153,237,752
1,929,884
130,756
Sona Chawla
155,206,069
42,442
49,881
Alan B. Colberg
155,112,869
58,634
126,889
Thomas J. Folliard
154,348,096
898,304
51,992
Jeffrey E. Garten
154,556,591
687,211
54,590
Shira Goodman
153,414,253
1,757,298
126,841
W. Robert Grafton
151,996,770
3,248,485
53,137
Edgar H. Grubb
154,883,023
286,178
129,191
William D. Nash
155,179,655
65,876
52,861
Marcella Shinder
155,131,641
40,119
126,632
John T. Standley
155,185,812
61,620
50,960
Mitchell D. Steenrod
155,033,418
137,588
127,386
William R. Tiefel
152,810,906
2,432,162
55,324
There were 11,435,505 broker non-votes for each director.
2. The shareholders ratified the selection of KPMG LLP as the
Companys independent registered public accounting firm for fiscal
year 2018 to the vote set forth below.
Votes For
Votes Against
Votes Abstaining
165,496,047
1,187,632
50,128
3. The shareholders approved the non-binding advisory resolution
related to the compensation of our named executive officers to
the vote set forth below.
Votes For
Votes Against
Votes Abstaining
135,296,039
18,720,893
1,281,460
There were 11,435,505 broker non-votes related to this vote.
4. The shareholders voted as follows regarding the advisory vote
as to the frequency of future advisory votes on the compensation
of our named executive officers.
Every 1 Year
Every 2 Years
Every 3 Years
Votes Abstaining
148,631,943
56,724
6,541,373
68,352
There were 11,435,505 broker non-votes related to this vote.
Consistent with the majority of votes cast and with the
recommendation of the Board, the Company will hold a shareholder
advisory vote on executive compensation annually until the next
required vote on the frequency of shareholder votes on executive
compensation.
5. The shareholders approved the CarMax, Inc. Annual
Performance-Based Bonus Plan, as amended and restated, to the
vote set forth below.
Votes For
Votes Against
Votes Abstaining
149,090,362
6,085,565
122,465
There were 11,435,505 broker non-votes related to this vote.
6. The shareholders did not approve the shareholder proposal for
a report on political contributions, to the vote set forth below.
Votes For
Votes Against
Votes Abstaining
43,692,771
111,146,810
458,811
There were 11,435,505 broker non-votes related to this vote.
Item 9.01.> Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number
Description of Exhibit
10.1
CarMax, Inc. Annual Performance-Based Bonus Plan, as
amended and restated June 26, 2017.



CARMAX INC Exhibit
EX-10.1 2 annualperformancebasedbonu.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CARMAX,…
To view the full exhibit click here
About CARMAX, INC. (NYSE:KMX)

CarMax, Inc. (CarMax) is a holding company. The Company is a retailer of used vehicles. The Company operates through two segments: CarMax Sales Operations and CarMax Auto Finance (CAF). The Company’s CarMax Sales Operations segment consists of all aspects of its auto merchandising and service operations, excluding financing provided by CAF. The Company’s CAF segment consists of its own finance operation that provides vehicle financing through CarMax stores. The Company operates approximately 160 used car stores in over 70 metropolitan markets. The Company’s products and services include retail merchandising, wholesale auctions, extended protection plans (EPPs), reconditioning and service, and customer credit. The Company’s CarMax Sales Operations segment sells used vehicles, purchases used vehicles from customers and other sources, sells related products and services, and arranges financing options for customers. CAF operates in the auto finance sector of the consumer finance market.