Document

Votes Against

Votes Withheld

Broker Non-Votes

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 6, 2019

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	Suite 300	Dallas	Texas	75254
				(Zip Code)

(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.

We held our 2019 annual meeting of stockholders on December 6, 2019 (the “Annual Meeting”). Of the 232,353,721 shares of our common stock outstanding as of the record date of October 15, 2019, 215,825,215 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 92.89% 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 2020 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		193,334,531	3,137,174	86,163	19,267,347
A. Jayson Adair		194,485,659	1,983,393	88,816	19,267,347
Matt Blunt		189,859,467	6,607,276	91,125	19,267,347
Steven D. Cohan		174,891,620	21,576,973	89,275	19,267,347
Daniel J. Englander		192,402,137	4,063,885	91,846	19,267,347
James E. Meeks		191,664,460	4,801,595	91,813	19,267,347
Thomas N. Tryforos		192,865,704	3,597,988	94,176	19,267,347
Diane M. Morefield		191,032,951	5,439,980	84,937	19,267,347
Stephen Fisher		196,195,323	257,667	86,878	19,267,347



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, 2019 as disclosed in our proxy statement:



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, 2020, based on the following results of voting:

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 12, 2019 COPART, INC.




		By:	/s/ Gregory R. DePasquale
			Gregory R. DePasquale
			Senior Vice President, General Counsel & Secretary