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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 (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined
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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 November 14, 2022, the CarMax, Inc. (the “Company”)
Board of Directors (the “Board”) appointed Charles Joseph Wilson as Executive Vice President and Chief Operating Officer of the Company, effective immediately.
Mr. Wilson, 49, joined CarMax in 1995 as a buyer-in-training at the Raleigh, North Carolina store, where he was subsequently promoted to buyer and then senior buyer. Mr. Wilson later served as purchasing manager at two CarMax stores in southern Florida before being promoted to regional vice president of merchandising. He was promoted to assistant vice president, auction services and merchandising development in 2008, vice president, auction services and merchandising development in 2013, and then vice president, merchandising operations in 2016. In 2017, Mr. Wilson was promoted to senior vice president, store strategy and logistics. There are no family
relationships between Mr. Wilson and any director or executive officer of the Company, and Mr. Wilson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As Executive Vice President and Chief Operating Officer, Mr. Wilson will receive an annual base salary of $625,000 and his annual bonus target under CarMax’s Annual Performance-Based Bonus Plan will be 85% of his annual base salary. In addition, pursuant to the terms of the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated, the Compensation and Personnel Committee of the Board approved a grant to Mr. Wilson of options to purchase CarMax common stock with an aggregate grant date fair value of $63,252 and market stock units with an aggregate grant date fair value of $21,084. The
terms of Mr. Wilson’s employment with the Company will continue to be governed by his Severance Agreement with the Company, the terms of which are consistent with the terms in the severance agreements between the Company and its other executive vice presidents.
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.
