On January 28, 2013, Vivian M. Stephenson, a member of the Board of Directors (the "Board") of CarMax, Inc. (the "Company"), notified the Company that effective January 29, 2013, she will be retiring from the Board.

On January 29, 2013, the Board of CarMax approved an amendment to Section 2.2 of the Company's Amended and Restated Bylaws (the "Bylaws"), effective January 30, 2013. The amendment decreased the number of directors serving on the Board from twelve (12) to eleven (11).

The description of the amendment to the Bylaws herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated January 30, 2013, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.

On February 1, 2013, CarMax issued a press release announcing that its Board had approved a $500 million extension of its existing share repurchase program for the company's outstanding common stock. A copy of the press release announcing approval of the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

(d) Exhibits.

     Exhibit
     Number    Description of Exhibit

      3.1      CarMax, Inc. Bylaws, as amended and restated January 30, 2013

     99.1      CarMax, Inc. Press Release, dated February 1, 2013