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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 8, 2023
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 2023 annual meeting of stockholders on December 8, 2023 (the “Annual Meeting”). Of the 960,183,475 shares of our common stock outstanding as of the record date of October 13, 2023, 868,333,246 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 90% 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 2024 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   795,551,222   38,231,656   620,103   33,930,265
A. Jayson Adair   819,149,536   14,632,918   620,527   33,930,265
Matt Blunt   791,140,751   36,852,793   6,409,437   33,930,265
Steven D. Cohan   761,078,634   66,382,219   6,942,128   33,930,265
Daniel J. Englander   736,200,889   91,818,621   6,383,471   33,930,265
James E. Meeks   793,668,428   33,862,424   6,872,129   33,930,265
Thomas N. Tryforos   785,566,143   48,095,441   741,397   33,930,265
Diane M. Morefield 720,433,364 113,231,950 737,667 33,930,265
Stephen Fisher 823,084,931 10,612,293 705,757 33,930,265
Cherylyn Harley LeBon 796,076,823 37,651,100 675,058 33,930,265
Carl D. Sparks 793,095,486 40,500,201 807,294 33,930,265

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, 2023 as disclosed in our proxy statement, based on the following results of voting:
Votes For Votes Against Votes Withheld Broker Non-Votes
663,404,339 164,565,948 6,432,694 33,930,265
3.
Advisory Vote on Frequency of Advisory Vote on Executive Compensation. On an advisory (non-binding) basis, the stockholders indicated their preference that an advisory vote on executive compensation occur annually:
One Year Two Years Three Years Votes Withheld Broker Non-Votes
818,528,488 1,939,070 13,267,373 668,050 33,930,265
Based on the approval of one year as the frequency of a stockholder vote on executive compensation, the Company's board of directors has determined that it will hold an advisory vote on the compensation of Copart's named executive officers annually until the next required vote on the frequency of such a stockholder advisory vote.
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, 2024, based on the following results of voting:
Votes For Votes Against Votes Withheld Broker Non-Votes
857,466,735 10,377,838 488,673 —






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 14, 2023                 COPART, INC.
 
               By:  /s/ Paul K. Kirkpatrick
Paul K. Kirkpatrick
Senior Vice President, Chief Legal Officer, and Secretary