COPART INC
For the period ended Dec 6, 2024. Filed Oct 24, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 6, 2024 · Filed Oct 24, 2024
Contents
Proxy Statement Summary
Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
2024 Annual Meeting of Stockholders
| Meeting Date Friday, December 6, 2024 | Record Date October 11, 2024 | Meeting Time 8:00 a.m., Central Standard Time |
|---|
| Vote Your Shares | Attend the Meeting | |
|---|---|---|
| Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2024 annual meeting. | You are cordially invited to attend the 2024 annual meeting of stockholders of Copart, Inc. to be held on Friday, December 6, 2024, at 8:00 a.m., Central Standard Time, at Copart’s corporate headquarters located at Copart Tower, 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254. Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the annual meeting by following one of the methods described in the proxy statement. You may vote your shares via Internet or by telephone, as instructed in the proxy statement, or if you elected to receive printed versions of the materials, by signing, dating and returning the enclosed paper proxy card in the enclosed postage-paid envelope. Your vote by proxy will ensure your representation at the annual meeting of stockholders regardless of whether you attend in person. Details regarding admission to the annual meeting and the business to be conducted are described in the proxy statement. | |
| Internet www.investorvote.com/CPRT | ||
| Phone 1-800-652-VOTE or the number provided on your voting instructions | ||
| Mail Use the postage-paid envelope provided if you receive printed proxy materials |
Agenda and Voting Recommendations
At this year’s annual meeting, our stockholders will be asked to vote on the following agenda items:
| Agenda Item · Board VoteRecommendation · Page Reference | |||
|---|---|---|---|
| 1. | Election of Directors | FOR | 20 |
| 2. | Advisory Vote on Approval of Executive Compensation | FOR | 26 |
| 3. | Ratification of Appointment of Ernest & Young LLP | FOR | 27 |
| COPART, INC. | 1 | 2024 PROXY STATEMENT |
|---|
2024 Proxy Statement Summary
Fiscal 2024 Performance Summary — Another Record Setting Year
Net Income (%)
Total Shareholder Return
18%
Net Income ($)
$1.36B
Total Liquidity
$4.67B(1)
Value of a Hypothetical Investment 15 Years Ago
22.7x
Total Assets
$8.43B
| (1) | Consists of $3.42 billion in cash and treasury securities, plus another $1.25 billion in undrawn capacity under our credit facility. |
| COPART, INC. | 2 | 2024 PROXY STATEMENT |
|---|
2024 Proxy Statement Summary
Corporate Governance Highlights
| Board Structure and Independence | ✔ Retain flexibility to allocate the responsibilities of the positions of the Chairman of our board of directors (the “Board”) and chief executive officer in a way that our Board believes is in our and our stockholder’s best interests ✔ Separation of the offices of chairman and chief executive officer appropriately allows our chief executive officer and management of the Company to focus primarily on our business strategy, operations, and corporate vision, while the Chairman provides guidance to the chief executive officer, sets the agenda for Board meetings, and presides over meetings of the full Board ✔ Lead independent director serves as the formal liaison between the Board and the chief executive officer, reviews and approves the proposed Board agendas, and leads the executive session portion of our regular Board meetings at which only independent directors are present ✔ Board comprised of a majority of “independent directors” |
|---|---|
| Board Oversight | ✔ Board receives regular reports from members of senior management on areas of material risk to us, including operational, financial, legal and regulatory, and strategic and reputational risks ✔ Our Board has the ultimate oversight responsibility for our risk management policies and processes and the committees of our Board also have responsibility for risk oversight with respect to certain matters ✔ Our Audit Committee oversees management of financial risk exposures, including the integrity of our accounting and financial reporting processes and controls, and cybersecurity risks ✔ Our Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and employee compensation generally ✔ Our Nominating and Governance Committee oversees risks associated with our overall governance practices and the leadership structure of our Board |
| Strong Corporate Governance Practices | ✔ Our Board is responsible for setting our strategic corporate goals ✔ Alignment with recognized Environmental, Social, and Governance (“ESG”) standards, with a broad awareness of the social, environmental, and human context in which we operate. Our Nominating and Governance Committee is responsible for overseeing our business activities in this area ✔ In December 2023, we published our 2023 ESG report on our investor relations website that provides detailed disclosures regarding our ESG objectives based on the United Nations Sustainable Development Goals (UN SDGs), the Sustainability Accounting Standards Board (SASB), and the Global Reporting Initiative (GRI) frameworks |
| Shareholder Rights | ✔ Stockholders have the right to elect all members of our Board each year ✔ To be elected as a director in an uncontested election, each nominee must receive a majority of votes cast ✔ Stockholders have the ability to call a special meeting ✔ Stockholders are able to submit proposals and director nominees for consideration in advance of our annual meetings each year |
| COPART, INC. | 3 | 2024 PROXY STATEMENT |
|---|
2024 Proxy Statement Summary
Director Nominees
| Name | Age | Position | Director Since | Independence | AuditCommittee | CompensationCommittee | Nominating andGovernanceCommittee |
|---|---|---|---|---|---|---|---|
| Willis J. Johnson | 77 | Chairman of the Board | 1982 | ||||
| A. Jayson Adair | 55 | Executive Chairman | 1992 | ||||
| Matt Blunt | 53 | Director | 2009 | ✔ | ✔ | ✔ | |
| Steven D. Cohan | 63 | Director | 2004 | ✔ | ✔ | ✔ | |
| Daniel J. Englander | 55 | Director | 2006 | ✔ | ✔ | ✔ | |
| Stephen Fisher | 60 | Director | 2019 | ✔ | ✔ | ||
| Cherylyn Harley LeBon | 58 | Director | 2021 | ✔ | ✔ | ✔ | |
| Jeffrey Liaw | 47 | Director | 2024 | ||||
| James E. Meeks | 75 | Director | 1996 | ✔ | |||
| Diane M. Morefield | 66 | Director | 2019 | ✔ | ✔ | ✔ | |
| Carl D. Sparks | 57 | Director | 2021 | ✔ | ✔ | ✔ | |
| Thomas N. Tryforos | 65 | Director | 2012 | ✔ | ✔ | ✔ | |
Executive Compensation Highlights
Set forth below is the fiscal 2024 compensation for each NEO (as defined in the “Compensation Discussion and Analysis” section of this proxy statement) as determined under U.S. Securities and Exchange Commission (“SEC”) rules. See the Fiscal 2024 Summary Compensation Table and the accompanying notes to the table beginning on page 46 for more information.
| Name and Principal Position | FiscalYear | Salary ($) | Bonus ($) | StockAwards($) | OptionAwards ($) | Non-EquityIncentive PlanCompensation($) | All OtherCompensation($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| A. Jayson Adair Executive Chairman(1) | 2024 | 1 | — | — | — | — | 845,411 | 845,412 |
| Jeffrey Liaw Chief Executive Officer | 2024 | 900,000 | — | — | — | 1,093,400 | 98,940 | 2,092,340 |
| Leah C. Stearns Senior Vice President andChief Financial Officer | 2024 | 563,327 | — | — | 3,275,415 | 450,481 | 12,664 | 4,301,887 |
| (1) | Mr. Adair served as co-Chief Executive Officer of the Company from April 2022 to April 1, 2024, at which time he transitioned to serving as the Company’s Executive Chairman. |
| COPART, INC. | 4 | 2024 PROXY STATEMENT |
|---|
2024 Proxy Statement Summary
| What We Do | What We Don’t Do |
|---|---|
| ✔ Our Compensation Committee consists entirely of independent directors | × No guaranteed salary increases or bonuses |
| ✔ We hold a “say-on-pay” vote annually | × No excessive benefits and perquisites |
| ✔ We regularly engage with our stockholders | × No special executive retirement plans |
| ✔ A substantial portion of our named executive officers’ compensation is at-risk | × No tax gross-up upon a change of control |
| ✔ We set challenging performance goals and cap the payouts under our executive bonus plan | × No incentives for inappropriate risk-taking |
| ✔ We provide reasonable severance and change in control benefits | × No short sales, hedging or pledging of equity interests, or transactions involving derivatives of our securities |
| ✔ We evaluate our levels of executive compensation against an appropriate peer group | × No discounting, reloading or repricing of stock options |
| ✔ We maintain an equity ownership policy that prohibits our executive officers from selling shares unless they meet the minimum equity ownership requirement | |
| ✔ We have adopted an executive officer claw-back policy | |
| ✔ We maintain director and executive officer stock ownership guidelines | |
“ESG” Strategy and Highlights
Since our inception in 1982, Copart has played a critical role in the automotive circular economy as a key intermediary enabling the recycling and reuse of automobiles and automotive parts, while facilitating access to transportation around the world. The very nature of our business is aligned with the reduction of carbon emissions. The process of manufacturing a new vehicle generates approximately 2 metric tons of carbon dioxide equivalents, according to the U.S. Department of Energy. By matching millions of vehicles each year with buyers who will repurpose vehicles, Copart helps the world avoid millions of tons of carbon dioxide equivalents.
We are proud that our business, by its nature, enhances the habitability of our planet. We facilitate there-use and recycling of millions of vehicles each year, while accelerating access to affordable transportation and the attendant benefits of social, educational, and economic mobility around the world. To learn more about Copart’s ESG efforts, please review our 2023 sustainability report, which is available on our website at www.copart.com under Investor Relations.
| COPART, INC. | 5 | 2024 PROXY STATEMENT |
|---|
2024 Proxy Statement Summary
Copart’s ESG strategy is rooted in our company’s core values and prioritizes four focus areas:
| Reducing Environmental Impacts Through Circularity and Innovation | Prioritizing and Empowering Our Employees | Paving the Way For Physical and Socioeconomic Mobility | Serving Our Communities and Customers as a Responsible & Reliable Business Partner |
|---|---|---|---|
| Where We Focus | |||
| We enable the avoidance of additional carbon emissions by extending the life cycle of vehicles and components; we innovate to reduce our own operational footprint. | We invest in our employees, maintain robust safety guidelines, and promote inclusion across our workforce. | We enable more affordable access to mobility, leading to economic development and social well-being. | We strengthen the resiliency and adaptive capacity of the communities we serve and contribute to public health and safety. |
Questions and Answers and Other Information
Please see “Other Matters” beginning on page 68 and “Questions and Answers about the Proxy Materials and Annual Meeting” beginning on page 60 for important information about the proxy materials, voting, the annual meeting, company documents, communications and the deadlines to submit stockholder proposals and director nominees for the 2024 annual meeting of stockholders. Additional questions may be directed by phone by calling us at (972)391-5000.
In accordance with SEC guidelines, all numbers representing shares of Copart, Inc. common stock, including equity incentive awards relating to Copart, Inc. common stock, have been adjusted to reflect the 2-1 forward stock split in the form of a stock dividend that was effective on August 21, 2023. These adjustments include all stock price, exercise price, restricted stock unit, and per share or per restricted stock unit information.
Learn More About Our Company
You can learn more about our company, view our governance materials and much more by visiting our website at www.copart.com under Investor Relations.
Please also visit www.edocumentview.com/CPRT to access our notice of annual meeting of stockholders, proxy statement and 2024 annual report on Form 10-K.
| COPART, INC. | 6 | 2024 PROXY STATEMENT |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.