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)
  
1-31420
(Commission File Number)
  
54-1821055
(I.R.S. Employer
Identification No.)

12800 Tuckahoe Creek Parkway
Richmond, Virginia
(Address of principal executive offices)
  
23238
(Zip Code)

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.
  
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.
  
Financial Statements and Exhibits.

(d) Exhibits.
  
The following exhibit is being furnished pursuant to Item 5.03 above.
 

 
 
 
3.1
CarMax, Inc. Bylaws, as amended and restated February 28, 2006, filed herewith.
 


 
 
 


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 3, 2006
By: /s/ Keith D. Browning
 
Keith D. Browning
 
Executive Vice President
 
and Chief Financial Officer


 
 
 


EXHIBIT INDEX


 
Exhibit No.
Description
     
 
3.1
CarMax, Inc. Bylaws, as amended and restated February 28, 2006, filed herewith.