Copart (CPRT) Proxy Filing summary

Executive summary

• Fiscal 2025 was a record-setting year with net income up 13.9% to $1.5B, total liquidity of $6B, and over $10B in total assets as of July 31, 2025.

• Revenue increased 9.7% to $4.6B, operating income rose 7.9% to $1.7B, and diluted EPS grew 13.3% to $1.59.

• Over the past 15 years, stock price increased 1,888%, outperforming the S&P 500.

• The annual meeting is scheduled for December 5, 2025, at the company’s Dallas headquarters.

Voting matters and shareholder proposals

• Stockholders will vote to elect twelve directors, approve executive compensation (advisory), and ratify Ernst & Young LLP as auditor for FY2026.

• All directors are elected annually by majority vote; stockholders can submit proposals and director nominees in advance.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Roles of Chairman and CEO are separated; lead independent director has expanded responsibilities.

• Board committees include Audit, Compensation, and Nominating, Governance, and Sustainability, all composed of independent directors.

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

• Board diversity includes 2 female and 10 male directors, with representation from African American and White backgrounds.