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COPART INC

For the period ended Dec 1, 2026. Filed Oct 22, 2026.

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About 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 1, 2026 · Filed Oct 22, 2026

CPRT$31.95-1.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
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.

2026 Annual Meeting of Stockholders Meeting Date Tuesday, December 1, 2026 Record Date Close of business on October 9, 2026 Meeting Time 8:00 a.m., Central Standard Time

Vote Your Shares

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2026 annual meeting.

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

Attend the Meeting

You are cordially invited to attend the 2026 annual meeting of stockholders of Copart, Inc. to be held on Tuesday, December 1, 2026, 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 the 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.

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 DirectorsFOR26
2.Advisory Vote on Approval of Executive CompensationFOR33
3.Ratification of Appointment of Ernst & Young LLPFOR36
4.Approval of the Amendment, Restatement and Extension of the 2007 Equity Incentive PlanFOR39
5.Approval of the CEO Performance AwardFOR45
COPART, INC.22026 PROXY STATEMENT

2026 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 stockholders’ best interests ✔ Separation of the offices of Chairman of the Board 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 of the Board 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, compliance 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, compliance 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, Governance, and Sustainability 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 sustainability standards, with a broad awareness of the social, environmental, and human context in which we operate. Our Nominating, Governance, and Sustainability Committee is responsible for overseeing our business activities in this area ✔ In March of 2026, we published our 2025 sustainability report on our investor relations website that provides detailed disclosures regarding our sustainability objectives based on the United Nations Sustainable Development Goals (UN SDGs), the Sustainability Accounting Standards Board (SASB), and the Global Reporting Initiative (GRI) frameworks
Stockholder 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.32026 PROXY STATEMENT

2026 Proxy Statement Summary

Director Nominees

NameAgePositionDirector SinceIndependenceAuditCommitteeCompensationCommitteeNominating,Governance, andSustainabilityCommittee
Willis J. Johnson79Chairman of the Board1982
A. Jayson Adair57Executive Chairman and Chief Executive Officer1992
David J. Berger67Director2026✔✔
Matt Blunt55Director2009✔✔✔
Steven D. Cohan65Director2004✔✔✔
Daniel J. Englander57Director2006✔✔✔
Stephen Fisher62Director2019✔✔
Cherylyn Harley LeBon60Director2021✔✔✔
James E. Meeks77Director1996✔
Diane M. Morefield68Director2019✔✔✔
Carl D. Sparks59Director2021✔✔✔
Thomas N. Tryforos67Director2012✔✔✔

Executive Compensation Highlights 1

Set forth below is the fiscal 2026 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 Year 2026 Summary Compensation Table and the accompanying notes to the table beginning on page 55 for more information.

Name and Principal PositionFiscalYearSalary ($)Bonus ($)StockAwards($)OptionAwards ($)Non-EquityIncentive PlanCompensation($)All OtherCompensation($)Total ($)
A. Jayson Adair Executive Chairman and Chief Executive Officer20261————351,385351,386
Jeffrey Liaw Former Chief Executive Officer2026900,000———1,093,40071,3402,064,740
Leah C. Stearns Senior Vice President and Chief Financial Officer2026601,000——2,890,718475,00013,7193,980,437
(1)Jane Pocock became an executive officer in August 2026 and therefore was not a named executive officer for the fiscal year ended July 31, 2026.
COPART, INC.42026 PROXY STATEMENT

2026 Proxy Statement Summary

What We DoWhat 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 or hedging 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 have adopted an executive officer claw-back policy
✔ We maintain director and executive officer stock ownership guidelines

Sustainability 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 re-use 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 sustainability efforts, please review our 2025 sustainability report, which is available on our website at www.copart.com under Investor Relations.

COPART, INC.52026 PROXY STATEMENT

2026 Proxy Statement Summary

Copart’s sustainability strategy is rooted in our company’s core values and prioritizes four focus areas:

Where We Focus

Reducing Environmental Impacts Through Circularity and Innovation 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.

Prioritizing and Empowering Our Employees We invest in our employees, maintain robust safety guidelines, conduct employee training, and promote inclusion across our workforce.

Paving the Way For Physical and Socioeconomic Mobility We enable more affordable access to mobility, leading to economic development and social well-being.

Serving Our Communities and Customers as a Responsible and Reliable Business Partner 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 95 and “Questions and Answers about the Proxy Materials and Annual Meeting” beginning on page 85 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 2027 annual meeting of stockholders. Additional questions may be directed by phone by calling us at (972)391-5000.

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 2026 annual report on Form 10-K.

COPART, INC.62026 PROXY STATEMENT
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.