Copart Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve nominees to serve until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on Approval of Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the named executive officers for fiscal 2026.

   More detail

   This proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Copart’s named executive officers for fiscal 2026. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures required under Item 402 of Regulation S-K. Management is seeking approval as part of its annual say-on-pay process, which Copart has maintained since the beginning of mandatory advisory voting. The company states that its compensation program is designed to attract and retain talented executives, motivate performance, and align executive decision-making with long-term stockholder interests. Copart emphasizes that a substantial portion of eligible executives’ compensation is at risk and tied to operating income, individual performance, stock options, and other equity incentives. Fiscal 2026 included a $1.00 salary and no cash or equity compensation for A. Jayson Adair while he served as executive chairman, annual bonuses for Jeffrey Liaw and Leah C. Stearns, and new option awards for Stearns. The company also highlights its use of premium-price hurdles on portions of executive option awards and its clawback policy as governance safeguards. The Board notes that approximately 92% of votes cast approved the fiscal 2025 executive compensation program, indicating prior stockholder support. The Board unanimously recommends a FOR vote, while acknowledging that the advisory result is not binding but will be considered if there is a significant negative vote.

3. 3

   Ratification of Appointment of Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Copart’s independent registered public accounting firm for fiscal 2027.

4. 4

   Approval of the Amendment, Restatement and Extension of the 2007 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amended and restated 2007 Equity Incentive Plan that extends the plan for ten years, increases the aggregate share reserve to 35,000,000 shares subject to specified adjustments, and adopts additional governance provisions.

   More detail

   The proposal asks stockholders to approve an amended and restated version of Copart’s 2007 Equity Incentive Plan. The amendment would increase the plan’s aggregate share reserve to 35,000,000 shares, subject to reductions for certain awards granted after proxy filing and before the meeting. It would also extend the plan through the tenth anniversary of the 2026 annual meeting, replacing a plan that is otherwise scheduled to expire in 2026. Management says approval is needed because equity awards are an important tool for attracting, retaining, and motivating employees, directors, and consultants. Copart expects future equity usage to rise because of business expansion, changes in operating locations and employee population, planned technology hiring, acquisitions, and competition for talent. The company estimates the revised reserve could support grants for approximately five to six years, although that projection may change with business conditions and strategy. The proposal removes legacy individual award limits tied to the repealed Section 162(m) performance-based compensation exception and updates non-employee director limits for historical stock splits. It also strengthens governance provisions by expanding the ban on repricing or exchanging underwater options and stock appreciation rights, limiting share recycling, and subjecting awards to the company’s clawback policy. As of October 9, 2026, Copart reported 17,379,500 shares available for future issuance and 21,353,029 shares subject to outstanding awards, with total overhang of approximately 4.2% of outstanding common stock. The Board unanimously recommends a FOR vote because it views the amended plan as necessary to maintain competitive equity compensation while incorporating stockholder-protective features.

5. 5

   Approval of the CEO Performance Award

   ManagementBoard: FOR

   Approve a standalone, non-plan performance-based option award granting A. Jayson Adair the right to acquire 20,000,000 shares at four exercise prices, subject to five-year CEO service vesting, clawback, holding-period, and change-in-control provisions.

   More detail

   The proposal asks stockholders to approve a standalone, non-plan nonstatutory stock option award covering 20,000,000 Copart shares for A. Jayson Adair. The award was approved by the Compensation Committee and Board on October 14, 2026, but cannot be exercised and will be forfeited in full unless stockholders approve it. The shares are divided equally among four exercise-price tranches of $26.27, $34.94, $43.61, and $52.54, with the latter three representing premiums over the grant-date fair market value. The award has a ten-year term and generally vests only if Mr. Adair remains CEO through the fifth anniversary of the grant date. Following vesting, a service-based clawback removes 10% of the award for each whole or partial year of the ten-year period not served after a non-qualified termination, subject to exceptions for death, disability, and certain change-in-control terminations. Exercised shares are also subject to a holding requirement through the end of the ten-year term, generally covering shares equal in value to the after-tax exercise gain. Management argues that the award is needed to retain Mr. Adair, secure his continued leadership, encourage long-term innovation, and align his interests with stockholders through sustained stock-price appreciation. The Compensation Committee valued the award at approximately $209 million and characterized its annualized value over ten years as approximately $21 million, comparable to the reported peer-company median CEO pay. The award is intended to be Mr. Adair’s only cash or equity compensation for ten years, while his cash salary is $1.00 and he has no bonus opportunity. The Board unanimously recommends a FOR vote, with Mr. Adair abstaining, and emphasizes the award’s premium pricing, service conditions, clawback, and holding period as protections against payment without long-term stockholder value creation.

6. 6

   Other Business

   Management

   Transact any other business that may properly come before the annual meeting or any adjournment or postponement.

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When is the Copart Inc 2026 annual meeting?

Copart Inc (CPRT) holds its 2026 annual shareholder meeting on Tuesday, December 1, 2026.

What is the record date for the Copart Inc 2026 meeting?

The record date for the Copart Inc 2026 meeting is Friday, October 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Copart Inc's 2026 meeting?

The board is presenting 12 director nominees at the Copart Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Copart Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Copart Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.