Form 8-K - Current report

0000900075false00009000752024-12-062024-12-06

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

December 6, 2024

Date of Report (date of earliest event reported)

COPART, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-23255

94-2867490

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

14185 Dallas Parkway

Suite 300

Dallas

Texas

75254

(Zip Code)

[phone]

Registrant's telephone number, including area code

Not applicable
(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001			CPRT			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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INFORMATION INCLUDED IN THIS REPORT

Section 5 — Corporate Governance & Management

Item 5.07			Submission of Matters to a Vote of Security Holders.

Copart, Inc. (the "Company") held its 2024 annual meeting of stockholders on December 6, 2024 (the “Annual Meeting”). Of the 963,374,800 shares of our common stock outstanding as of the record date of October 11, 2024, 878,056,482 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 91% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.			Election of Directors. The stockholders elected the following nominees to serve as directors, each to hold office until the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified:
Nominee									Votes For						Votes Against						Votes Withheld						Broker Non-Votes
Willis J. Johnson									793,896,942						32,406,605						474,308						51,278,627
A. Jayson Adair									798,365,504						27,964,853						447,498						51,278,627
Matt Blunt									789,391,971						33,209,923						4,175,961						51,278,627
Steven D. Cohan									750,120,422						72,494,971						4,162,462						51,278,627
Daniel J. Englander									729,934,542						92,279,361						4,563,952						51,278,627
James E. Meeks									791,349,390						31,259,453						4,169,012						51,278,627
Thomas N. Tryforos									780,604,225						45,309,311						864,319						51,278,627
Diane M. Morefield									716,115,258						107,344,316						3,318,281						51,278,627
Stephen Fisher									815,254,532						11,067,289						456,034						51,278,627
Cherylyn Harley LeBon									796,176,182						30,141,834						459,839						51,278,627
Carl D. Sparks									790,813,653						35,093,170						871,032						51,278,627
Jeffrey Liaw									814,383,359						11,944,596						449,900						51,278,627

2.

Advisory Vote on Approval of Executive Compensation. On an advisory (non-binding) basis, the stockholders approved the compensation of our named executive officers for the year ended July 31, 2024 as disclosed in our proxy statement, based on the following results of voting:

Votes For						Votes Against						Votes Withheld						Broker Non-Votes
786,703,924						35,471,938						4,601,993						51,278,627

3.

Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2025, based on the following results of voting:

Votes For						Votes Against						Votes Withheld						Broker Non-Votes
847,890,301						29,743,729						422,452						—

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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.

Dated: December 12, 2024                 COPART, INC.

						By:			/s/ Paul K. Kirkpatrick
									Paul K. Kirkpatrick
									Senior Vice President, Chief Legal Officer, and Secretary

Document and Entity Information Document	Dec. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 06, 2024
Entity Registrant Name	COPART, INC.
Entity Central Index Key	0000900075
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	000-23255
Entity Tax Identification Number	94-2867490
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	391-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	CPRT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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