Copart (CPRT) Proxy Filing summary

Executive summary

• Fiscal 2024 saw record net income of $1.36B (up 10.1%) and an 18% total shareholder return, with $4.67B in liquidity and $8.43B in total assets.

• The annual meeting is scheduled for December 6, 2024, with voting on director elections, executive compensation, and auditor ratification.

• The company operates over 275 locations in 11 countries, selling more than 4 million vehicles annually.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 directors, approve executive compensation (say-on-pay), and ratify Ernst & Young LLP as the independent auditor for FY2025.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominees for future meetings, with clear deadlines and procedures outlined.

Board of directors and corporate governance

• Board consists of 12 members, with a majority classified as independent under Nasdaq rules.

• Board skills include industry, investment, technology, legal, finance, and real estate expertise.

• Board diversity: 2 women, 10 men; racial/ethnic diversity present; average tenure 15.27 years, average age 61.

• Chairman and CEO roles are separated; lead independent director appointed.

• Annual board self-evaluations and external director equity ownership policy in place.