S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia	54-1821055
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
12800 Tuckahoe Creek Parkway Richmond, Virginia	23238
(Address of Principal Executive Offices)	(Zip Code)

CARMAX, INC. 2002 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED JUNE 25, 2019)

(Full title of the plan)

Eric M. Margolin

Executive Vice President, General Counsel and Corporate Secretary

CarMax, Inc.

12800 Tuckahoe Creek Parkway

Richmond, Virginia 23238

(Name and address of agent for service)

(804) 747-0422

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
CarMax, Inc. 2002 Stock Incentive Plan Common Stock (par value $0.50 per share)	4,150,000	$82.985	$344,387,750	$41,739.80

(1) 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 ($84.81) and low ($81.16) per share sales prices of CarMax, Inc. Common Stock reported on the New York Stock Exchange on June 24, 2019.

EXPLANATORY NOTE

This Registration Statement is being filed solely for the purpose of registering 4,150,000 shares of common stock, par value $0.50 per share (“Common Stock”), of CarMax, Inc. (the “Registrant”) to be offered to participants under the Registrant’s 2002 Stock Incentive Plan, as amended (the “Plan”). The shares registered on this Registration Statement are in addition to the shares previously registered on Registrant's Registration Statements on Form S-8 with respect to the Plan filed with the Commission on July 30, 2009 (Registration No. 333-160912 registering 4,700,000 shares of Common Stock), August 28, 2012 (Registration No. 333-183594 registering 11,000,000 shares of Common Stock) and June 29, 2016 (Registration No. 333-212310 registering 5,000,000 shares of Common Stock) (collectively, the "Prior Registration Statements"). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Registrant hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and made a part hereof, to the extent that such documents are considered filed with the Commission:

(1) the Registrant’s Annual Report on Form 10-K, filed on April 19, 2019, for the fiscal year ended February 28, 2019 (the “Form 10-K”);

(2) the portions of the Registrant’s definitive Proxy Statement, filed on May 6, 2019, for the Annual Meeting of Shareholders held on June 25, 2019 that have been incorporated by reference into the Form 10-K for the fiscal year ended February 28, 2019;

(3) the Registrant’s Current Report on Form 8-K, filed on June 11, 2019 and June 26, 2019; and

(4) the description of the Registrant’s common stock contained in the Registration Statement on Form 8-A filed on August 7, 2002, under Section 12(b) of the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, to the extent that such documents are considered filed with the Commission. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Troutman Sanders LLP, counsel to the Registrant, has rendered its opinion that the shares of Common Stock registered hereunder for sale pursuant to the Registration Statement and the terms and conditions of the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated as of June 25, 2019, will be, when issued in accordance with the foregoing, validly issued, fully paid and non-assessable.

Item 7. Indemnification of Directors and Officers.

Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as amended (the “Code”), permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that the director has not met the relevant standard of conduct.  In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.

The Articles of Incorporation, as amended, of the Registrant contain provisions indemnifying the directors and officers of the Registrant against all liabilities and reasonable expenses incurred in a legal proceeding, except as are incurred because of the individual’s willful misconduct or knowing violation of the criminal law or as are otherwise impermissible.  Advances and reimbursements are to be made upon the receipt of a written statement of the indemnitee stating his or her good faith belief that his or her conduct did not constitute willful misconduct or a knowing violation of the criminal law, as well as an undertaking from the indemnitee to repay the same if it is ultimately determined that such person is not entitled to indemnification.

In addition, the Articles of Incorporation, as amended, of the Registrant eliminate the personal liability of the Registrant’s directors and officers to the Registrant or its shareholders for monetary damages to the full extent permitted by Virginia law.

The Registrant maintains a standard policy of directors’ and officers’ liability insurance.

Item 8. Exhibits.

The Exhibits to this Registration Statement are listed in the Exhibit Index of this Registration Statement, which index is incorporated herein by reference.

EXHIBIT INDEX

4.1	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.
4.2	CarMax, Inc. Bylaws, as amended and restated September 1, 2016, filed as Exhibit 3.1 to CarMax’s Current Report on Form 8-K, filed September 1, 2016 (File No. 1-31420), is incorporated by this reference.
5.1	Opinion of Troutman Sanders LLP.*
10.1	CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 25, 2019, filed as Exhibit 10.1 to CarMax's Current Report on Form 8-K, filed on June 26, 2019 (File No. 1-31420), is incorporated by this reference.
23.1	Consent of Troutman Sanders LLP (included in Exhibit 5.1). *
23.2	Consent of KPMG LLP.*
24	Powers of Attorney.*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Goochland County, Commonwealth of Virginia, on this 27th day of June, 2019.

CARMAX, INC.
By:	/s/ William D. Nash
	William D. Nash
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ William D. Nash	President, Chief Executive Officer and Director	June 27, 2019
William D. Nash
/s/ Thomas W. Reedy	Executive Vice President and Chief Financial Officer	June 27, 2019
Thomas W. Reedy
/s/ Jill A. Livesay	Vice President and Chief Accounting Officer	June 27, 2019
Jill A. Livesay

Signature	Title	Date
*	Director	June 27, 2019
Peter J. Bensen
*	Director	June 27, 2019
Ronald E. Blaylock
*	Director	June 27, 2019
Sona Chawla
*	Director	June 27, 2019
Thomas J. Folliard
*	Director	June 27, 2019
Shira Goodman
*	Director	June 27, 2019
Robert J. Hombach
*	Director	June 27, 2019
David W. McCreight
*	Director	June 27, 2019
Pietro Satriano
*	Director	June 27, 2019
Marcella Shinder
*	Director	June 27, 2019
Mitchell D. Steenrod

* Thomas W. Reedy, 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.

Date: June 27, 2019	/s/ Thomas W. Reedy
	Thomas W. Reedy
	Attorney-in-Fact

EX-5.1

Troutman Sanders Building 1001 Haxall Point P.O. Box 1122 (23218-1122) Richmond, VA 23219 troutman.com

June 27, 2019    

CarMax, Inc.

12800 Tuckahoe Creek Parkway

Richmond, Virginia 23238

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to CarMax, Inc., a Virginia corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register 4,150,000 additional shares of common stock, par value $0.50 per share of the Company (the “Shares”) issuable by the Company from time to time pursuant to the Company’s 2002 Stock Incentive Plan (as amended and restated June 25, 2019) (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.

In connection herewith, we have assumed that all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby

CarMax, Inc.

June 27, 2019

Page 2

disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan (assuming that, upon any issuance of the Shares, the total number of shares of common stock issued and outstanding will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation), the Shares will be legally issued, fully paid and non-assessable.

We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/ Troutman Sanders LLP

Troutman Sanders LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
CarMax, Inc.:

We consent to the use of our report dated April 19, 2019 with respect to the consolidated balance sheets of CarMax, Inc. and subsidiaries as of February 28, 2019 and 2018, the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended February 28, 2019 and the related notes and the effectiveness of internal control over financial reporting incorporated by reference herein

/s/ KPMG LLP

Richmond, Virginia
June 26, 2019

EX-24

Exhibit 24

CarMax, Inc.

Power of Attorney

The undersigned hereby constitutes and appoints William D. Nash and Thomas W. Reedy his attorney-in-fact, each with full power to act without the other, to execute on his or her behalf, individually and in his or her capacity as a director of CarMax, Inc., and to file any documents referred to below relating to the registration of 4,150,000 shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 25, 2019, such documents being: one or more registration statements on Form S-8, or any other appropriate form, to be filed with the Securities and Exchange Commission (including any registration statement related to the transactions contemplated hereby that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933); such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares and rights to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (pre-effective and post-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith.

The undersigned further grants unto such attorneys-in-fact, and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself or she herself might do.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the date indicated below.

Signature	Title	Date
/s/ Peter J. Bensen	Director	June 25, 2019
Peter J. Bensen
/s/ Ronald E. Blaylock	Director	June 25, 2019
Ronald E. Blaylock
/s/ Sona Chawla	Director	June 25, 2019
Sona Chawla

Exhibit 24

/s/ Thomas J. Folliard	Director	June 25, 2019
Thomas J. Folliard
/s/ Shira Goodman	Director	June 25, 2019
Shira Goodman
/s/ Robert J. Hombach	Director	June 25, 2019
Robert J. Hombach
/s/ David W. McCreight	Director	June 25, 2019
David W. McCreight
/s/ Pietro Satriano	Director	June 25, 2019
Pietro Satriano
/s/ Marcella Shinder	Director	June 25, 2019
Marcella Shinder
/s/ Mitchell D. Steenrod	Director	June 25, 2019
Mitchell D. Steenrod