CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated

On June 23, 2009, at the Company's 2009 Annual Meeting of Shareholders, the Company's shareholders, upon the recommendation of the Board, approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"). Pursuant to the terms of the Stock Incentive Plan, the Company may provide equity awards to its employees and non-employee directors. The approved amendments (a) increased the number of shares of the Company's common stock reserved for issuance under the Stock Incentive Plan by 4,700,000 shares,
(b) added the Company's non-employee directors as participants to the Stock Incentive Plan, (c) added the Company's common stock as a form of incentive award available under the Stock Incentive Plan and
(d) extended the termination date of the Stock Incentive Plan from September 30, 2012 to June 23, 2019.

The description of the amendments to the Stock Incentive Plan herein is a summary of the amendments and does not purport to be complete, and is qualified in its entirety by reference to the Stock Incentive Plan, which is filed herewith as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02.

1. The shareholders re-elected Jeffrey E. Garten, Vivian M. Stephenson, Beth A. Stewart and William R. Tiefel to the Board, each for a three-year term expiring at the 2012 Annual Meeting of Shareholders pursuant to the vote set forth below.

             Director        Shares Voted For      Shares with Votes
                                                   Withheld
             Jeffrey E.      196,956,687           3,422,734
             Garten
             Vivian M.       199,425,328           954,093
             Stephenson
             Beth A. Stewart 196,835,199           3,544,222
             William R.      197,051,445           3,327,976
             Tiefel

2. The shareholders ratified the selection of KPMG LLP as the Company's independent auditors for fiscal year 2010 by a vote of 200,110,639 shares for, 208,316 shares against, and 60,466 shares abstaining.

3. The shareholders voted to approve the Stock Incentive Plan by a vote of 160,476,305 shares for, 17,636,671 shares against, and 122,161 shares abstaining.

4. The shareholders voted to approve the CarMax, Inc. 2002 Employee Stock Purchase Plan, as amended and restated, by a vote of 171,009,562 shares for, 7,128,202 shares against, and 97,373 shares abstaining.

Item 9.01.          Financial Statements and Exhibits.

(d)       Exhibits. Exhibit Number                Description of Exhibit
                    10.1                          CarMax, Inc. 2002 Stock
                                                  Incentive Plan, as
                                                  amended and restated June
                                                  23, 2009 *