0001140361-12-017895.txt : 20120328 0001140361-12-017895.hdr.sgml : 20120328 20120328161445 ACCESSION NUMBER: 0001140361-12-017895 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120318 FILED AS OF DATE: 20120328 DATE AS OF CHANGE: 20120328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nash William D CENTRAL INDEX KEY: 0001545342 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31420 FILM NUMBER: 12720812 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARMAX INC CENTRAL INDEX KEY: 0001170010 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 541821055 STATE OF INCORPORATION: VA FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: 804-747-0422 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 3 1 doc1.xml FORM 3 X0205 3 2012-03-18 0 0001170010 CARMAX INC KMX 0001545342 Nash William D 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 EVP, HR & Admin Services Common Stock 126 D Stock Options (Right to Buy) 13.19 2006-06-24 2015-06-24 Common Stock 4000 D SARS 13.19 2006-06-24 2015-06-24 Common Stock 4000 D Stock Options (Right to Buy) 24.99 2008-04-03 2014-04-03 Common Stock 30800 D SARS 24.99 2008-04-03 2014-04-03 Common Stock 30800 D Stock Options (Right to Buy) 19.82 2009-04-07 2015-04-07 Common Stock 48000 D SARS 19.82 2009-04-07 2015-04-07 Common Stock 48000 D Stock Options (Right to Buy) 11.43 2010-04-07 2016-04-07 Common Stock 39656 D SARS 11.43 2010-04-07 2016-04-07 Common Stock 39656 D Stock Options (Right to Buy) 25.39 2011-04-06 2017-04-06 Common Stock 64894 D SARS 25.39 2011-04-06 2017-04-06 Common Stock 64894 D Stock Options (Right to Buy) 32.69 2012-04-05 2018-04-05 Common Stock 64894 D SARS 32.69 2012-04-05 2018-04-05 Common Stock 64894 D Stock Options (Right to Buy) 30.24 2012-12-27 2018-12-27 Common Stock 14952 D SARS 30.24 2012-12-27 2018-12-27 Common Stock 14952 D Restricted Stock Units 0 Common Stock 4451 D Restricted Stock Units 0 Common Stock 6482 D Restricted Stock Units 0 Common Stock 6482 D Restricted Stock Units 0 Common Stock 1539 D The stock options vested in four equal installments on each of June 24, 2006, June 24, 2007, June 24, 2008 and June 24, 2009 and are now fully exercisable. The stock options and the stock appreciation rights (SARS) were granted in tandem. Accordingly, the exercise of one results in the surrender to the Issuer of the other. The SARS, which will entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options, become exercisable only following a change in control of the Issuer as set forth in the Issuer's 2002 Stock Incentive Plan, as amended and restated. The stock options vested in four equal installments on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011 and are now fully exercisable. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 6, 2011, April 6, 2012, April 6, 2013 and April 6, 2014. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 5, 2012, April 5, 2013, April 5, 2014 and April 5, 2015. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of December 27, 2012, December 27, 2013, December 27, 2014 and December 27, 2015. The restricted stock units shall vest on April 7, 2012. Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (the "MSUs"), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 2, 2009. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. The restricted stock units shall vest on April 6, 2013. The restricted stock units shall vest on April 5, 2014. Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (the "MSUs"), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 22, 2010. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. The restricted stock units shall vest on December 27, 2014. Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 23, 2011. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. Heather Saunders 2012-03-28 EX-24 2 poa1.htm POWER OF ATTORNEY Unassociated Document
 
POWER OF ATTORNEY
 
The undersigned with respect to the matters described herein constitutes and appoints Thomas Reedy, Kelly Mahurin, Lisa Lee, Heather Saunders, Ashley Cullum, John Stuckey, Terence Rasmussen and Eric Margolin, each of whom may act individually, as my true and lawful attorney-in-fact to:
 
 
1)
Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of CarMax Inc. (the "Company"), Forms 3, 4, and 5 (or any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
  2)
Do  and perform  any and  all acts  for  and on behalf  of the undersigned that may  be necessary  or desirable to complete  and execute  any such Forms  3, 4, and 5 (or  any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
  3) 
Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest  of, or legally required by, the undersigned. The undersigned understands and confirms that the documents executed by such attorney-in-fact  on behalf of the undersigned  pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned  might or could do if personally present, with full power of substitution or revocation, hereby  ratifying  and confirming  all that such attorney-in-fact  shall  lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges  that the forgoing attorney-in-fact, in serving in such capacity at the request  of the undersigned,  is not  assuming,  or is the Company  assuming, any of the undersigned's  responsibilities  to comply  with  Section  16 of the Securities  Exchange  Act of 1934.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the Company.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this day 21st day of March 2012.
 
   /s/ Willam D. Nash  
  William D. Nash