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): January 29, 2018

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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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2018, the CarMax, Inc. (the “Company”) Board of Directors (the “Board”) elected Peter Bensen and Robert Hombach to serve as directors of the Company, effective April 1, 2018. The Board also appointed both Mr. Bensen and Mr. Hombach to serve on the Audit Committee of the Board.

The Board has determined that Mr. Bensen and Mr. Hombach both qualify as independent directors under New York Stock Exchange listing standards. There are no family relationships between Mr. Bensen or Mr. Hombach and any director or executive officer of the Company or any related party transactions involving Mr. Bensen or Mr. Hombach and the Company. There is no arrangement or understanding between either Mr. Bensen or Mr. Hombach and any other person pursuant to which he was selected as a director. Mr. Bensen and Mr. Hombach will both participate in our non-employee director compensation program, which currently consists of an annual cash retainer, annual grant of restricted common stock and committee fees.

In addition, two members of the Board have announced their intention to retire from the Board. On January 29, 2018, John Standley informed the Company of his retirement from the Board, effective on that date. On January 30, 2018, Jeffrey Garten informed the Company that he will not stand for election as a director of the Company at the 2018 annual meeting of shareholders.

A copy of the Company’s press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.

Item 9.01.Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit Number	Description of Exhibit
99.1	Press Release, dated February 2, 2018, issued by CarMax, Inc., entitled "CarMax Board Elects Two New Directors"

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: February 2, 2018	By: /s/ Eric M. Margolin
	Eric M. Margolin Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

CARMAX BOARD ELECTS TWO NEW DIRECTORS

Two Board Members Announce Departures

Richmond, Va. – February 2, 2018 – CarMax, Inc. (NYSE:KMX) today announced that its board of directors has elected Peter Bensen and Robert Hombach to membership on the board effective April 1. Bensen and Hombach will both serve on the Audit Committee.

Bensen, 55, retired from McDonald’s Corporation in 2016 as its chief administrative officer. During his 20-year tenure he held various leadership positions including executive vice president and chief financial officer. Before joining McDonald’s in 1996, Bensen was a senior manager at Ernst & Young LLP.

Hombach, 51, is the retired executive vice president, chief financial officer and chief operations officer of Baxalta, a biopharmaceutical company spun off from its parent, Baxter, in 2015. Hombach began his career at Baxter, a global healthcare company, in 1989 and served in several roles there, including chief financial officer and treasurer.

“We are pleased to welcome Pete and Bob to the CarMax board,” said Bill Nash, chief executive officer of CarMax. “Their considerable executive leadership and operational experience, as well as their deep financial knowledge, will make them both highly valuable additions to our board.”

In addition, two board members have announced plans to retire from the CarMax board. Jeff Garten, Dean Emeritus, Yale School of Management, has announced his intention to retire from the board at the company annual meeting on June 26, 2018. Garten has served on the board since 2002. John Standley, chairman and chief executive officer of Rite Aid Corporation, is retiring from the board effective January 29, 2018 due to other business demands. Standley joined the board in 2016.

“I want to thank both Jeff and John for their service to our board,” Nash said. “Both have contributed to CarMax during their tenure, with Jeff serving as one of our original board members.”

About CarMax

CarMax is the nation’s largest retailer of used cars and operates more than 185 stores in 40 states nationwide. CarMax revolutionized the auto industry by delivering the honest, transparent and high-integrity car buying experience customers want and deserve. For nearly 25 years, CarMax has made car buying more ethical, fair and stress-free by offering a no-haggle, no-hassle experience and an incredible selection of vehicles. CarMax makes selling your car easy too, by offering no-obligation appraisals good for seven days. At CarMax, we’ll buy your car even if you don’t buy ours®. CarMax has more than 24,000 associates nationwide and for 13 consecutive years has been named as one of the FORTUNE 100 Best Companies to Work For®. During the 12 months ending February 28, 2017, the company retailed 671,294 used cars and sold 391,686 wholesale vehicles at its in-store auctions. For more information, access the CarMax website at www.carmax.com.

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Contacts:

Investors:

Katharine Kenny, Vice President, Investor Relations, (804) 935-4591

Celeste Gunter, Manager, Investor Relations, (804) 935-4597

Media:

pr@carmax.com, (855) 887-2915