Copart (CPRT) Proxy filing summary

Executive summary

• FY2026 revenue reached a record $4.7B; operating income was $1.7B and net income $1.5B. Liquidity was $5.7B at July 31, 2026, with no debt outstanding.

• International unit volumes grew 3.7% in FY2026, and operations were profitable in all international markets. ACV Auctions was acquired on October 16, 2026, in an all-cash transaction funded from cash on hand.

• Stockholders will vote December 1, 2026, on 12 director nominees, say-on-pay, Ernst & Young’s appointment, an amended equity plan, and a 20M-share CEO option award; the Board recommends FOR all five items.

Voting matters and shareholder proposals

• The meeting record date is October 9, 2026; each common share carries one vote. Director elections require a majority of votes cast; the other proposals also require FOR votes to exceed AGAINST votes.

• The proposed equity plan would reserve up to 35M shares, less awards granted after proxy filing, and extend the plan through the 10th anniversary of the 2026 annual meeting; the Board estimates a five-to-six-year reserve.

• The CEO award proposal covers 20M options, divided into four 5M-share tranches with exercise prices of $26.27, $34.94, $43.61, and $52.54; full vesting is contingent on CEO service through year five.

• Stockholder proposals for inclusion in the 2027 proxy are due by June 24, 2027; advance notice for other proposals is due August 8–September 7, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• The 12-member Board has 10 directors deemed independent; all directors face election annually, with majority voting in uncontested elections and plurality voting in contested elections.

• Board chair Willis J. Johnson and CEO A. Jayson Adair hold separate roles. Lead independent director Daniel J. Englander’s duties were expanded to include CEO evaluation, agenda and meeting oversight, and serving as liaison to independent directors.

• The Board held 11 meetings in FY2026; every director attended at least 75% of Board and applicable committee meetings during their service.

• The Board conducts annual self-evaluations; external directors must maintain equity worth at least 3x the cash portion of annual director compensation before and after share sales.