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CARMAX INC : Change in Directors or Principal Officers (form 8-K)

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02/02/2018 | 03:11 pm

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.
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

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
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,
, 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.


Dated: February 2, 2018 By: /s/ Eric M. Margolin

Eric M. Margolin
Executive Vice President,
General Counsel and Corporate Secretary

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