Amended and Restated Bylaws
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): February
28, 2006
___________
CARMAX,
INC.
(Exact
name of registrant as specified in its charter)
Virginia
(State
or other jurisdiction
of
incorporation)
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1-31420
(Commission
File Number)
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54-1821055
(I.R.S.
Employer
Identification
No.)
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12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23238
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
747-0422
(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))
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
February 28, 2006, the Board of Directors of CarMax, Inc. ("the Company")
approved an amendment to Section 3.5 of the Company's Amended and Restated
Bylaws ("the Bylaws"). The amendment decreases the required number of Directors
serving on the Company’s Nominating and Governance Committee from three
Directors to two Directors. The full text of the Bylaws, as amended and restated
February 28, 2006, is attached as Exhibit 3.1 to this report and is incorporated
by reference into this Item 5.03.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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The
following exhibit is being furnished pursuant to Item 5.03 above.
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3.1
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CarMax,
Inc. Bylaws, as amended and restated February 28, 2006, filed herewith.
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SIGNATURES
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.
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(Registrant)
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Dated:
March 3, 2006
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By:
/s/ Keith D. Browning
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Keith
D. Browning
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Executive
Vice President
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and
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.1
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CarMax,
Inc. Bylaws, as amended and restated February 28, 2006, filed
herewith.
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