Copart Inc 8-K, filed Dec 11, 2025
Copart Inc (CPRT)
About this 8-K
Copart Inc filed this 8-K on December 11, 2025, reporting on events of December 5, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
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
| COPART, INC. | ||
| By: | /s/ Paul K. Kirkpatrick | |
| Paul K. Kirkpatrick | ||
| Senior Vice President, Chief Legal Officer, and Secretary | ||