CarMax Inc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$KMX
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On March 1, 2026, CarMax, Inc. (the “Company”) entered into amended and restated severance agreements (each, an “Amended and Restated Severance Agreement”) with certain of the Company’s executive officers (each, an “Executive”), including its currently serving named executive officers, Enrique Mayor-Mora, Charles Joseph Wilson and Shamim Mohammad. The Amended and Restated Severance Agreement amends and supersedes each Executive’s existing amended and restated severance agreement (each, a “Prior Severance Agreement”).
Under the Amended and Restated Severance Agreement, if the Company terminates an Executive’s employment without “cause”, or if the Executive resigns for “good reason” within the two-year period following a “change in control” (with each of “cause”, “good reason” and “change in control” as defined in the Amended and Restated Severance Agreement), the Executive will be entitled to receive the following severance benefits:
1.A cash severance payment equal to 1.5 times the sum of (i) the Executive’s base salary and (ii) the Executive’s target bonus under the Company’s performance-based bonus plan, payable in 39 biweekly installments; and
2.Payment or reimbursement of the Company’s portion of the Executive’s applicable COBRA premiums for up to 18 months.
All other terms of the Amended and Restated Severance Agreement are substantially similar to those of each Executive’s Prior Severance Agreement.
The form of Amended and Restated Severance Agreement is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02. The foregoing summary of the amendments to the Amended and Restated Severance Agreement is qualified in its entirety to the full text of the form of Amended and Restated Severance Agreement.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | |||||
| Form of CarMax, Inc. Amended and Restated Severance Agreement between CarMax, Inc. and the persons listed at the end of such Agreement. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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. | ||||||||
| (Registrant) | ||||||||
| Dated: March 2, 2026 | By: /s/ John M. Stuckey, III | |||||||
| John M. Stuckey, III | ||||||||
| Senior Vice President, General Counsel | ||||||||
| and Corporate Secretary | ||||||||