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.

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.

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.

3. The shareholders approved the non-binding advisory resolution related to the compensation of our named executive officers to the vote set forth below.

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.

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.

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.

There were 11,435,505 broker non-votes related to this vote.

Item 9.01.> Financial Statements and Exhibits.

CARMAX INC Exhibit
EX-10.1 2 annualperformancebasedbonu.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CARMAX,…
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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.