DEF 14A

To Our Stockholders

Dear Stockholder:

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

COPART, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

I’m pleased to tell you that our fiscal 2025 was another record-setting year for Copart and our stockholders. Our net income rose 13.9% to $1.5 billion. As of July 31, 2025, we had total liquidity of $6 billion, consisting of $4.7 billion in cash and treasury securities plus another $1.25 billion in undrawn capacity under our credit facility, and we had over $10 billion of total assets on our balance sheet.

You are cordially invited to attend the 2025 annual meeting of stockholders of Copart, Inc. to be held on Friday, December 5, 2025, 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.

At this year’s annual meeting, our stockholders will be asked:

•

To elect the twelve nominees for director named in the proxy statement to hold office until our 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified;

•

To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2025;

•

To ratify the appointment by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2026; and

•

To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Details regarding admission to the meeting and the business to be conducted are described in the accompanying notice of annual meeting of stockholders and proxy statement. Any stockholder who attends the annual meeting may vote in person, even if he or she has already voted online, by telephone, or by mail.

Thank you for your ongoing support of Copart. We look forward to seeing you at our 2025 annual meeting.

Sincerely,

LOGO

Willis J. Johnson

LOGO

COPART, INC.

Copart Tower

14185 Dallas Parkway, Suite 300

Dallas, Texas 75254

(972) 391-5000

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS


Time and Date:		8:00 a.m., Central Standard Time Friday, December 5, 2025

Place:		Copart’s corporate headquarters Copart Tower, 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254

Items of Business

1.	To elect the twelve nominees for director named in this proxy statement to hold office until our 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

2.	To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2025.

3.	To ratify the appointment by the Audit Committee of our Board of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2026.

4.	To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Record Date

You are entitled to vote only if you were a Copart stockholder of record as of the close of business on the record date, October 10, 2025.

Meeting Admission

You are entitled to attend the annual meeting only if you were a Copart stockholder as of the close of business on the record date or otherwise hold a valid proxy for the annual meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement reflecting ownership on the record date, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or similar evidence of ownership.

A complete list of stockholders entitled to vote at the meeting will be available and open to examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during normal business hours at our corporate headquarters.

Annual Report

You may access our annual report on Form 10-K for the fiscal year ended July 31, 2025 by visiting www.edocumentview.com/CPRT.

Date of Mailing

On or about October 24, 2025, we will commence the mailing to our stockholders (other than those who previously requested electronic or paper delivery) of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, the Notice of Annual Meeting of Stockholders, the proxy statement providing information concerning the matters to be acted upon at the 2025 annual meeting of stockholders and our annual report on Form 10-K for the fiscal year ended July 31, 2025. If you requested printed versions of these materials, a proxy card for the 2025 annual meeting is also included.

Voting

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “Questions and Answers About the Proxy Materials and Annual Meeting” beginning on page 71 of the proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, DECEMBER 5, 2025:

This notice of annual meeting, Notice of Internet Availability of Proxy Materials, proxy statement, and annual report on Form 10-K for the fiscal year ended July 31, 2025 are being made available on or about October 24, 2025 to all stockholders of record entitled to vote at the annual meeting at www.edocumentview.com/CPRT.

Table of Contents


Proxy Statement Summary			1

Corporate Governance and Board of Directors			8

Board Composition			8

Board Skills Matrix			9

Board Diversity Matrix			10

Fiscal 2025 Board Meetings			10

Board Leadership Structure			10

Director Independence			11

Oversight of Risk Management			12

Board Committees			13

Compensation Committee Interlocks and Insider Participation			14

Considerations in Identifying and Evaluating Director Nominees			14

Director Nomination Process			16

Director Attendance at Annual Meetings			17

Insider Trading and Anti-Hedging Policy			17

Corporate Governance Principles			17

Code of Business Conduct and Related Policies			17

Annual Board Self-Evaluations			18

External Director Equity Ownership Policy			18

Stockholder Communications with our Board			18

Sustainability			19

Data Protection and Cybersecurity			19

Compensation of Directors and Chairman of the Board			22

Outside Director Compensation Program			22

Fiscal 2025 Director Compensation			23

Fiscal 2025 Director Equity Incentive Awards (2024 Annual Meeting)			24

Proposal 1: Election of Directors			26

Nominees			26

Biographical Information			27

Family Relationships			31

Required Vote			31

Recommendation of our Board			31

Proposal 2: Advisory Vote on Approval of Executive Compensation			33

Compensation Program and Philosophy			33

Required Vote			33

Recommendation of our Board			34

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm			36

Required Vote			36

Recommendation of our Board			36

Auditor Fees and Services			36

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			37

Report of the Audit Committee			37


Executive Officers and Executive Compensation			40

Executive Officers			40

Compensation Discussion and Analysis			41

Executive Summary			41

Our Philosophy on Executive Compensation			42

Role of Our Compensation Committee			45

Role of the Compensation Consultant			46

Use of a Peer Group			46

Fiscal 2025 Executive Compensation Program Components			47

Compensation Policies			49

Other Considerations			50

Compensation Committee Report			51

Executive Compensation Tables			53

Equity Award Timing Procedures			53

Pay Ratio			53

Fiscal Year 2025 Summary Compensation Table			55

Grants of Plan-Based Awards in Fiscal Year 2025			55

Outstanding Equity Awards at 2025 Fiscal Year End			56

Stock Vested in Fiscal Year 2025			57

Pension Benefits and Non-Qualified Deferred Compensation			57

Potential Post-Employment Payments upon Termination or Change in Control			57

Equity Compensation Plan Information			59

Pay Versus Performance			60

Related Party Transactions and Delinquent Section 16(a) Reports			66

Audit Committees Approval Policy			66

Related Person Transactions			66

Delinquent Section 16(a) Reports			66

Security Ownership			68

Questions and Answers About the Proxy Materials and Annual Meeting			71

Other Matters			80

Other Matters			80

Adjournment of the 2025 Annual Meeting			80

Annual Report on Form 10-K for the Fiscal Year Ended July 31, 2025			80

Site of the Copart, Inc. 2025 Annual Meeting			81

Table of Contents

Forward-Looking Statements

This proxy statement, including the section entitled “Compensation Discussion and Analysis” set forth below, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on our current expectations and involve risks and uncertainties that may cause our actual results to differ materially from those anticipated by these forward-looking statements. These forward-looking statements may include statements regarding actions to be taken by us in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the section on forward-looking statements and in the risk factors in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended July 31, 2025, and in our periodic reports on Form 10-Q and current reports on Form 8-K as filed with the SEC.

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.



2025 Annual Meeting of Stockholders Meeting Date Friday, December 5, 2025 Record Date October 10, 2025 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 2025 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

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 Vote Recommendation	Page Reference

1.	Election of Directors	FOR	26

2.	Advisory Vote on Approval of Executive Compensation	FOR	33

3.	Ratification of Appointment of Ernest & Young LLP	FOR	36


COPART, INC.		1		2025 PROXY STATEMENT

2025 Proxy Statement Summary

Fiscal 2025 Performance Summary

Net Income (%)

LOGO

Total Liquidity

$6B⁽¹⁾

Net Income ($)

$1.5B

Total Assets

$10B⁺⁽²⁾

Value of a Hypothetical Investment 15 Years Ago

LOGO 18.9x

(1)	Consists of $4.7 billion in cash and treasury securities, plus another $1.25 billion in undrawn capacity under our credit facility as of July 31, 2025.

(2)	As of July 31, 2025.


COPART, INC.		2		2025 PROXY STATEMENT

2025 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 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 December 2024, we published our 2024 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.		3		2025 PROXY STATEMENT

2025 Proxy Statement Summary

Director Nominees

Name

Age

Position

Director Since

Independence

Audit
Committee

Compensation
Committee

Nominating,
Governance, and
Sustainability
Committee

Willis J. Johnson

Chairman of the Board

1982

A. Jayson Adair

Executive Chairman

1992

Matt Blunt

Director

2009

✔

Steven D. Cohan

Director

2004

✔

Daniel J. Englander

Director

2006

✔

Stephen Fisher

Director

2019

✔

Cherylyn Harley LeBon

Director

2021

✔

Jeffrey Liaw

Director

2024

James E. Meeks

Director

1996

✔

Diane M. Morefield

Director

2019

✔

Carl D. Sparks

Director

2021

✔

Thomas N. Tryforos

Director

2012

✔

Executive Compensation Highlights

Set forth below is the fiscal 2025 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 2025 Summary Compensation Table and the accompanying notes to the table beginning on page 55 for more information.


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

A. Jayson Adair Executive Chairman		2025		1		—		—		—		—		432,171		432,172

Jeffrey Liaw Chief Executive Officer		2025		900,000		—		—		—		1,093,400		79,292		2,072,692

Leah C. Stearns Senior Vice President and Chief Financial Officer		2025		580,591		—		—		—		464,000		11,714		1,056,305


COPART, INC.		4		2025 PROXY STATEMENT

2025 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 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 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

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 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 the re-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 2024 sustainability report, which is available on our website at www.copart.com under Investor Relations.


COPART, INC.		5

SEC Form DEF 14A filed by Copart Inc. (DE)