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 5, 2025

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				75254
Suite 300				(Zip Code)
Dallas, Texas

(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. ☐

 

INFORMATION INCLUDED IN THIS REPORT

Section 5 — Corporate Governance & Management

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

Copart, Inc. (the “Company”) held its 2025 annual meeting of stockholders on December 5, 2025 (the “Annual Meeting”). Of the 967,834,374 shares of our common stock outstanding as of the record date of October 10, 2025, 880,459,232 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 91% 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 2026 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			788,871,626				46,685,941				329,936				44,571,729
A. Jayson Adair			795,567,166				39,968,832				351,505				44,571,729
Matt Blunt			788,796,510				46,711,405				379,588				44,571,729
Steven D. Cohan			738,594,903				96,911,328				381,272				44,571,729
Daniel J. Englander			741,170,529				88,004,200				6,712,774				44,571,729
James E. Meeks			789,102,507				40,507,815				6,277,181				44,571,729
Thomas N. Tryforos			783,132,156				51,929,818				825,529				44,571,729
Diane M. Morefield			716,171,076				110,519,340				9,197,087				44,571,729
Stephen Fisher			814,130,932				15,470,343				6,286,228				44,571,729
Cherylyn Harley LeBon			803,350,122				31,725,570				811,811				44,571,729
Carl D. Sparks			792,071,243				36,667,366				7,148,894				44,571,729
Jeffrey Liaw			821,074,088				14,446,803				366,612				44,571,729

 

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, 2025 as disclosed in our proxy statement, based on the following results of voting:

 

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
770,518,442		63,624,957		1,744,104		44,571,729

 

3.	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, 2026, based on the following results of voting:

 

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
864,365,108		15,739,493		354,631		—

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 11, 2025