Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December 4, 2020
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)
(972) 391-5000
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).
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.
We held our 2020 annual meeting of stockholders on December 4, 2020 (the “Annual Meeting”). Of the 236,083,242 shares of our common stock outstanding as of the record date of October 12, 2020, 219,568,456 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 93% 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 2021 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
200,767,003
6,244,968
70,081
12,486,404
A. Jayson Adair
203,862,104
3,145,150
74,798
12,486,404
Matt Blunt
177,771,174
28,865,241
445,637
12,486,404
Steven D. Cohan
184,982,784
21,965,893
133,375
12,486,404
Daniel J. Englander
192,543,473
14,457,727
80,852
12,486,404
James E. Meeks
200,744,705
6,263,726
73,621
12,486,404
Thomas N. Tryforos
181,525,869
25,480,813
75,370
12,486,404
Diane M. Morefield
194,561,232
12,284,561
236,259
12,486,404
Stephen Fisher
204,765,216
2,207,000
109,836
12,486,404
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, 2020 as disclosed in our proxy statement, based on the following results of voting:
Votes For
Votes Against
Votes Withheld
Broker Non-Votes
115,259,249
91,285,827
536,976
12,486,404
3.
Equity Incentive Plan Amendment. The stockholders approved an amendment to our Amended and Restated 2007 Equity Incentive Plan to increase the number of shares reserved under the plan from 32,000,000 shares to 36,000,000 shares, based on the following results of voting:
Votes For
Votes Against
Votes Withheld
Broker Non-Votes
197,626,400
8,983,290
472,362
12,486,404
4.
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, 2021, based on the following results of voting:
Votes For
Votes Against
Votes Withheld
Broker Non-Votes
214,987,907
4,510,920
69,629
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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.